You are cordially invited to attend the Annual Meeting materials by mail,in person. To ensure that your vote is counted at the proxy card from the Board of Directors was enclosed with this noticeAnnual Meeting, however, please vote as promptly as possible.

YOUR VOTE IS IMPORTANT.Your failure to vote will constitute a vote AGAINST two important corporate governance proposals (see Proposal Nos. 5 and those materials.6).

Little Rock, Arkansas

March 27, 2012

WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO RECORD YOUR VOTE PROMPTLY. PRIOR TO THE MEETING YOU MAY VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.

Important notice regarding the availability of proxy materials for the 20122014 Annual Meeting of Stockholders to be held on May 9, 2012.7, 2014: Windstream’s Proxy Statement and Annual Report to security holders for the fiscal year ended December 31, 20112013 are also available at www.windstream.com.www.windstream.com.

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REPORTED COMPENSATION VERSUS PAY ACTUALLY REALIZED

     The accompanying graph illustrates the difference between reported compensation in the 2013 Summary Compensation Table (page 34) and the pay actually realized by our President and Chief Executive Officer in 2013. We believe this supplemental information is helpful since a substantial portion of reported compensation is an incentive for future performance and realizable only if Windstream Corporationmeets or exceeds the applicable performance measures. As demonstrated below, the value actually realized can differ significantly from the amounts shown in the 2013 Summary Compensation Table.

____________________

1		Total reported compensation is defined as total compensation as reported in the 2013 Summary Compensation Table, which reflects potential compensation from equity awards.
2		Total realized compensation is defined as salary paid, incentive plan compensation received and All Other Compensation as reported in the 2013 Summary Compensation Table, plus the value of equity awards that vested during 2013.

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4001 Rodney Parham Road
Little Rock, Arkansas 72212
Telephone: (501) 748-7000
www.windstream.com
_______________________

PROXY STATEMENT
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Why am I receiving Windstream’s Annual Meeting materials?

    Windstream Holdings, Inc. (“Windstream” or the “Company”) delivered these materials to you in connection with Windstream’s solicitation of proxies for use at the 2014 annual meeting of stockholders (the “Annual Meeting”) to be usedheld on May 7, 2014 at its 201211:00 a.m. (local time), and at any postponement(s) or adjournment(s) thereof. These materials were first sent or made available to stockholders on March 25, 2014. You are invited to attend the Annual Meeting of Stockholders.and are requested to vote on the proposals described in this proxy statement (this “Proxy Statement”). The meetingAnnual Meeting will be held at the Capital Hotel, 111 West Markham, Little Rock, Arkansas 72201 on Wednesday, May 9, 2012 at 11:00 a.m. (local time).72201.

Why did I receive a notice of online availability of proxy materials instead of a full set of Windstream’s Annual Meeting materials, or vice versa?

TABLE OF CONTENTS

INTERNET AVAILABILITY OF PROXY MATERIALS

Under U.S.    In accordance with rules and regulations of the Securities and Exchange Commission (SEC) rules,(the “SEC”), we are furnishing proxyproviding online access to Windstream’s Annual Meeting materials to our stockholders primarily viaover the Internet insteadto many of mailing printed copies of those materials to each stockholder. Beginning March 27, 2012, we mailed to our stockholders (other than those who previously requested electronic or paper delivery)delivery or to whom we have elected to furnish a full set of materials). We mailed to these stockholders a notice of online availability of proxy materials containing instructions on how to access our proxyAnnual Meeting materials, including our proxy statementthis Proxy Statement and our annual report.report, and to vote online, as well as instructions on obtaining a paper copy of the materials, including a proxy card. The notice also instructs stockholders on how to request delivery of proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. All stockholders who did not receive this notice will receive a full set of the Annual Meeting materials in printed form by mail or electronically by e-mail.

What is included in Windstream’s Annual Meeting materials?

    Windstream’s Annual Meeting materials include:

• This Proxy Statement for the Annual Meeting;
  
• Windstream’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “AnnualReport”); and
  
• If you received a full set of Windstream’s Annual Meeting materials, the proxy card or, if you are abeneficial owner of shares held in street name, a voting instruction form.

What items will be voted on at the Annual Meeting?

    Stockholders will vote on nine items at the Annual Meeting as summarized in the Notice for the Annual Meeting.

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Who may vote at the Annual Meeting?

    Each share of Windstream’s common stock has one vote on each matter. Only stockholders of record as of the close of business on March 13, 2014 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 602,692,755 shares of Windstream’s common stock issued and outstanding.

How can I access the stockholder forum?

    Stockholders may access our stockholder forum at www.theinvestornetwork.com/forum/win. The forum provides validated stockholders the ability to learn more about our Company and submit questions in advance of the Annual Meeting of Stockholders. Stockholders may also view Windstream’s proxy materials, vote online, and access the live webcast of the meeting through the stockholder forum. To access the forum, you must have your control number available, which can be found on your notice or proxy card.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with Windstream’s transfer agent, Computershare Investor Services, LLC (“Computershare”), you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by Windstream.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote throughthe shares held in your account. Those instructions are contained in a “voting instruction form.”

If I am a stockholder of record of the Company’s shares, how do I vote?

    If you are a stockholder of record, there are four ways to vote:

• In person. You may vote in person at the Annual Meeting. The Company will give you a ballot whenyou arrive.
  
• Via Online. You may vote online by proxy via the Internet or by telephone.

  This process is designed to expedite stockholders’ receiptfollowing the instructions provided in theproxy card, the notice of availability of proxy materials, loweror by following the costinstructions at our stockholderforum atwww.theinvestornetwork.com/forum/win.
  

• By Telephone. You may vote by proxy by calling the toll free number found on the proxy card.
  
• By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

If I am a beneficial owner of shares held in street name, how do I vote?

    If you are a beneficial owner of shares held in street name, there are four ways to vote:

• In person. If you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from theorganization that holds your shares. Please contact that organization for instructions regarding obtaininga legal proxy.
  
• Online. You may vote online by proxy via the Internet by following the instructions provided in the votinginstruction form, the notice of online availability of proxy materials, or by following the instructions atour stockholder forum atwww.theinvestornetwork.com/forum/win.
  
• By Telephone. You may vote by proxy by calling the toll free number found on the voting instruction form.
  
• By Mail. You may vote by proxy by filling out the voting instruction form and returning it in theenvelope provided.

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What is the quorum requirement for the Annual Meeting?

    The holders of a majority of the annual meeting, and help conserve natural resources. However, if you would preferoutstanding shares of Common Stock entitled to receive printed proxy materials, please follow the instructions includedvote must be present in the notice. If you have previously elected to receive our proxy materials electronicallyperson or in paper, you will continue to receive these materials via e-mail in accordance with your election unless you elect otherwise.

VOTING INFORMATION

Shares represented by proxy to hold the Annual Meeting. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:

• Are entitled to vote and you are present in person or by proxy at the Annual Meeting; or
  
• Have properly executedvoted online, by telephone or by submitting a proxy card or voting instruction form by mail.

    If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.

How are proxies voted?

    All shares represented by valid proxies received prior to the Annual Meeting will be voted atby the annual meetingproxies named therein and, where a stockholder specifies by means of stockholders (“the Annual Meeting”). Ifproxy a choice is specified by a stockholder,with respect to any matter to be acted upon, the proxy will be voted in accordance with that choice. If no choice is specified by a stockholder, the proxyshares will be voted in accordance with the recommendationsstockholder’s instructions.

What happens if I do not give specific voting instructions?

Stockholders of Record. If you are a stockholder of record and you:

• Indicate when voting on the Windstream Board of Directors.

  Any stockholder executingInternet or by telephone that you wish to vote as recommended by theBoard; or
  

• Sign and return a proxy retainscard without giving specific voting instructions,

then the rightpersons named as proxy holders on the proxy card will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to revoke it at any time prior to exerciseother matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?

    The ratification of the appointment of PricewaterhouseCoopers LLP as Windstream’s independent registered public accountant for 2014 (Proposal No. 7) is considered routine under applicable rules. A proxybroker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 7. All other matters to be revoked by delivery of written notice of revocation to the Secretary of Windstream, by execution and delivery of a later proxy or by voting the shares in personvoted on at the Annual Meeting. If not revoked,Meeting are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with all shares represented by properly executed proxies will be voted as specified therein.proposals other than Proposal No. 7.

The closeWhat is the voting requirement to approve each of business on March 15, 2012 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. On the record date, there were outstanding and entitled to vote 588,276,395 shares of Common Stock. This proxy statement is being made available to stockholders beginning on March 27, 2012.proposals?

Required Vote. On all matters to be acted upon at the meeting, each shareElection of Common Stock is entitled to one vote per share.Directors. Windstream’s Bylaws require that, in an uncontested election, each director be elected by the affirmative vote of a majority of the votes cast at the meeting, either in personfor his or by proxy (inher election. In other words, election of a director nominee requires that the number of shares voted “for” a director nomineehis or her election must exceed the number of votes cast “against” that director nominee).such election. In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), a plurality standard would apply tothe election of directors and underwill be decided by a plurality voting standard, under which the nominees for election of directors who receive the greatest number of votes cast for thetheir election of directors at the meeting by the shares represented in person or by proxy and entitled to vote would be elected as directors. The 20122014 election has been determined to be an uncontested election, and the majority votemajority-of-votes-cast standard will apply.

If a nominee who is presently serving as a director is not elected at the Annual Meeting,an annual meeting, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws, each director annually submits an advance, contingent, irrevocable resignation that the Board may accept if the director

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fails to be elected throughby a majority vote.of the votes cast. In that situation, the Governance Committee of the Board of Directors would consider the director’s tendered resignation of any nominee who failed to receive a majority vote and make a recommendation to the Board abouton whether to accept or reject the resignation or whether to take other action. The Board will act on the Governance Committee’s recommendation to it within 90 days from the date the election results are certified and then publicly disclose its decision and the rationale behind it. If a nominee who was not already serving as a director fails to receive a majority of votes cast at thean annual meeting, Delaware law provides that the nominee does not serve on the Board as a “holdover director.” In 2012, allAll director nominees nominated by the Board for election at the Annual Meeting are currently serving on the Board.

All other mattersOther Matters. The stockholder vote required to be submitted to a vote by the stockholders at the Annual Meeting must be approved by the affirmative voteapprove each of the majority of the shares present in person or by proxy and entitled to vote on the matter.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. Thisother proposals is generally referred to as a “broker non-vote.”set forth below.

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for 2012 (Proposal No. 4) is considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore noHow are broker non-votes are expected to exist in connection with Proposal No. 4.

The election of directors (Proposal No. 1), the approval of Windstream’s Performance Incentive Compensation Plan, the advisory vote on executive compensation (Proposals No. 2 and 3) and the shareholder proposals (Proposals No. 5 and 6) are matters considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals No. 1, No. 2, No. 3, No. 5 and No. 6.abstentions treated?

Effect of Broker Non-Votes and Abstentions.    Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. The effect of broker non-votes and abstentions on each of the proposals presented in this Proxy Statement is as follows:

				Broker
		Proposal		Non-Votes		Abstentions
1.		Election of directors		No effect		No effect
2.		Advisory vote on executive compensation		No effect		No effect
3.		Increase authorized shares for equity incentive plan and re-approve plan’s		No effect		No effect
		performance goals
4.		Amendment to eliminate certain voting provisions		Vote against		Vote against
5.		Amendments to enable stockholders to call special meetings		Vote against		Vote against
6.		Amendments to eliminate super-majority voting provisions		Vote against		Vote against
7.		Ratification of appointment of independent accountant		Not		No effect
				Applicable
8-9.		Stockholder proposals		No effect		No effect

    As noted above, broker non-votes and abstentions will have no effect on certain of the proposals presented in this Proxy Statement because broker non-votes and abstentions are not considered “votes cast” under the Company’s new “majority of votes cast” approval standard, which was implemented by the Board in response to the “simple majority vote” stockholder proposal approved at the 2013 Annual Meeting of Stockholders. Approval of each of these proposals will require that the number of shares voted “for” the proposal exceed the number of votes “against” it. While stockholders retain the ability to abstain from voting under the new voting standard, the abstentions will no longer affect the outcome of voting items to which the electionnew standard applies. This treatment of directors because theyabstentions is a significant departure from the treatment of abstentions under the Company’s former general voting standard. Under the former voting standard, which required for approval of a proposal the affirmative vote of a majority of shares present and entitled to vote on the proposal, an abstention had the effect of a vote against the proposal. As a result of this change, while there may be instances in which a stockholder will wish to abstain, we encourage all stockholders to vote their shares in their best judgment and to participate in the voting process to the fullest extent possible.

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Can I change my vote after I have voted?

    You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may change your vote on a later date via the Internet or by telephone (in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be considered votes cast. Inrevoked by delivering written notice to the caseCompany’s Corporate Secretary prior to the Annual Meeting.

Is my vote important?

    Yes. The agenda for this Annual Meeting contains two important corporate governance proposals (Proposals No. 5 and 6) which require the affirmative vote of each proposal other than election66 2/3% of directors, broker non-votes will have no effect on the outcome of eachour outstanding shares. If you fail to vote, but abstentionsit will have the same effect asof a vote “AGAINST” each item. In order to minimize the number of broker non-votes, Windstream encourages you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the notice of internet availability of proxy materials.

PROPOSAL NO. 1AGAINST these important proposals.

ELECTION OF DIRECTORSBOARD AND BOARD COMMITTEE MATTERS

The number of directors that serve on the Windstream Board of Directors is currently set at nine and may be fixed from time to time in the manner provided in Windstream’s Bylaws. The nine current members of theOur Board of Directors will stand for election as directorscurrently consists of: Carol B. Armitage, Samuel E. Beall, III, Dennis E. Foster, Francis X. (“Skip”) Frantz, Jeffery R. Gardner, Jeffrey T. Hinson, Judy K. Jones, William A. Montgomery and Alan L. Wells. Each director was elected at the 2012 Annual Meeting of Stockholders, and the size of the Board is expected to be fixed at nine at such time. Directors are elected to serve until the 2013 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier removal, resignation or death. The slate of nine nominees set forth below has been chosen by the Board upon the recommendation of the Governance Committee.

Unless otherwise directed, the persons named in the form of proxy for the Annual Meeting will vote that proxy for the election of the nine persons named below. In case any nominee is unable to serve (which is not anticipated), the persons named in the proxy may vote for another nominee of their choice. For each nominee, there follows a brief listing of principal occupations for at least the past five years, other major affiliations, Windstream Board Committees, age, and the year in which each such person was initially elected as a Windstream director. The following description of each director also outlines the specific experience, qualifications, attributes or skills that support the Board’s conclusion that the nominee should serve as a director.

Carol B. Armitage, age 54, has served as a director of Windstream since September 2007 and serves as Chair of the Governance Committee and is a member of the Audit Committee. Ms. Armitage has served as a telecommunications consultant since 1998. From 1995 to 1997 she served as Senior Vice President, Technology and Strategy at General Instrument. Prior to 1995 she held various management and engineering positions during sixteen years of service with Bell Laboratories and Network Systems (which later became Lucent). Since March 2010, Ms. Armitage has served as Chairman of the Board of SCALA, Inc., a provider of digital signage and advertising management solutions. From 2000 to February 2010, she served as Vice Chairman of SCALA. From 2003-2004, Ms. Armitage served as Chairman of the Board and was on the Audit Committee of YDI Wireless, a public company engaged in the development and provision of wireless fiber technologies.

Ms. Armitage’s qualifications for election to the Board include her extensive knowledge of technologies impacting the communications industry based on her deep industry experience and her educational training including an M.S. in electrical engineering from Princeton University. Her service on the boards of other companies has given her additional experience in strategic planning, financial reporting, and mergers and acquisitions.

Samuel E. Beall, III, age 61, has served as a director of Windstream since November 2006 and serves on the Compensation Committee and Governance Committee. Beginning in May 2012, Mr. Beall will serve as Chair of the Compensation Committee. Mr. Beall has served as Chairman of the Board and Chief Executive Officer of Ruby Tuesday, Inc. since May 1995 and also as President of Ruby Tuesday, Inc. since July 2004. Ruby Tuesday, Inc. is a New York Stock Exchange listed company that owns and operates casual dining restaurants under the Ruby Tuesday brand.

Mr. Beall’s qualifications for election to the Board include his ability to provide the perspective of an active chief executive officer of a public company, which gives him unique insights into Windstream’s challenges and opportunities. As a current chief executive officer of a public company and a director of several private businesses, he has insight on managing complex business operations, overseeing business risk, designing compensation programs that motivate people, and developing national advertising campaigns.

Dennis E. Foster, age 71, has served as Chairman of the Board of Windstream since February 2010. From July 2006 to February 2010, he served as Lead Director, and Mr. Foster continues to perform the role of Lead Director in his role as Chairman. Mr. Foster serves on the Compensation Committee. Mr. Foster is a principal in Foster Thoroughbred Investments (thoroughbred racing, breeding and training operations) in Lexington, Kentucky, which he joined in June 1995. Mr. Foster served as a director of Alltel Corporation from 1998 through 2006. Prior to his retirement in 2000, Mr. Foster held a number of leadership positions in the telecommunications industry, including President and Chief Executive Officer of 360° Communications and Senior Vice President of the Local Telecommunications Division of Sprint Corporation, and he has over 40 years of experience in the telecommunications industry.

Mr. Foster’s qualifications for election to the Board include his ability to provide the insight and perspectives of a successful and long-serving senior executive in the telecommunications industry. Having formerly served as president and chief executive officer of a telecommunications company, he has insight on managing people, overseeing business risk and understanding financial statements. As a result of currently serving as chairman of Windstream and his prior service as a director of other public companies (which directorships include past service as chairman of Windstream’s governance committee and current service as a member of its compensation committee, and past service as chairman of the compensation committee and audit committee of other public companies), Mr. Foster also has particular experience with corporate governance issues, as well as the capital markets, the challenges of financing in the current economy, and the merger and acquisitions environment.

Francis X. (“Skip”) Frantz, age 58, has served as a director of Windstream since 2006 and served as Chairman of the Board of Windstream from its formation in July 2006 until February 2010 when, to enhance Windstream’s corporate governance profile, Mr. Frantz and the Board determined to select a Chairman who is “independent”, as defined by applicable stock exchange rules (because of compensation arrangements implemented in connection with the 2006 spin-off of Windstream from Alltel Corporation, Mr. Frantz is not “independent” and, as currently defined, would not qualify as “independent” until August 2012). Mr. Frantz has served as Chairman of Central Bank (a community bank) in Little Rock, Arkansas, since February 2007 and as non-executive Chairman of Swyft Technology, LLC, fka XSell, LLC (a software-as-a-service technology provider) in Jacksonville, Florida, since February 2010. Prior to January 2006, Mr. Frantz was Executive Vice President-External Affairs, General Counsel and Secretary of Alltel Corporation. Mr. Frantz joined Alltel in 1990 as Senior Vice President and General Counsel and was appointed Secretary in January 1992 and Executive Vice President in July 1998. While with Alltel, he was responsible for Alltel’s mergers and acquisitions negotiations, wholesale services group, federal and state government and external affairs, corporate communications, administrative services, and corporate governance, in addition to serving as Alltel’s chief legal officer. Mr. Frantz served as the 2006 and 2007 Chairman of the Board and of the Executive Committee of the United States Telecom Association. Until Mr. Frantz qualifies as “independent” in August 2012, he is disqualified, under applicable stock exchange rules, from serving on the Audit, Compensation, or Governance Committees.

Mr. Frantz’s qualifications for election to the Board include his ability to provide insight and perspective on a wide range of issues facing business enterprises based on his long tenure as a senior executive in the telecommunications industry. Mr. Frantz’s over 15-year career as a senior telecom executive in various capacities provides him with a thorough understanding of all aspects of Windstream’s business, and his service as a director and Chairman of the United States Telecom Association provides Mr. Frantz with additional experience and insight in telecommunications policy and regulation. Through his current involvement with a financial services company and of an emerging technology company and his prior role as Chairman of Windstream and, before that, as a senior executive at Alltel Corporation, Mr. Frantz has extensive experience in corporate governance, mergers and acquisitions, risk management, government policy and regulation, and capital market transactions, in addition to the specific aspects of the telecom industry.

Jeffery R. Gardner, age 52, is President and Chief Executive Officer of Windstream. Mr. Gardner was appointed to his current position in December 2005, and he has served as a director of Windstream since its formation in 2006. He previously served as executive vice president and chief financial officer of Alltel Corp. He joined Alltel in 1998 when it merged with 360° Communications.Stockholders.

Mr. Gardner is a member of the Business Roundtable, an association of chief executive officers of leading U.S. companies. He also is Chairman of the United States Telecom Association. He serves on the board of directors of RF Micro Devices, Inc., Arkansas Children’s Hospital, Darlington School, and Loras College. He serves as chairman of the Arkansas Research Alliance and as chairman of the advisory board for the University of Arkansas for Medical Sciences (UAMS) Center for Distance Health. He also serves on the foundation board at UAMS. Mr. Gardner was named a national finalist for the Ernst & Young LLP Entrepreneur of the Year 2010Independence^®. Award in telecommunications. Mr. Gardner earned a degree in finance from Purdue University and an MBA from William and Mary. He is a certified public accountant.

The Board believes it is important that Windstream’s Chief Executive Officer serve on the Board, as the position of Chief Executive Officer puts Mr. Gardner in a unique position to understand the challenges and issues facing Windstream. Mr. Gardner’s qualifications for election to the Board include the demonstrated leadership skills and experience that qualify him to serve as Chief Executive Officer of Windstream. Mr. Gardner has worked in the telecommunications industry for more than 25 years and is executing a focused strategy to transform Windstream and create value for shareholders. Windstream has completed nine acquisitions since its spin-off from Alltel Corp. in 2006, adding more than $4 billion in revenue and creating approximately $300 million in operating and capital synergies. Windstream completed four acquisitions in 2010 alone totaling $2.2 billion. In 2011, Windstream acquired PAETEC, a leading communications provider for $2.3 billion. Mr. Gardner’s service on the boards of another public company and several non-profit organizations also provides him with a broad perspective on the challenges and opportunities facing Windstream and the communities it serves.

Jeffrey T. Hinson, age 57, has served as a director of Windstream since its formation in 2006. Mr. Hinson serves as Chairman of the Audit Committee. Mr. Hinson has served as President of YouPlus Media, LLC, since June 2009. From July 2007 to July 2009, Mr. Hinson served as the President and Chief Executive Officer and a member of the board of directors of Border Media Partners, LLC. Mr. Hinson served as a financial consultant from January 1, 2006 to June 30, 2007. Mr. Hinson served as a consultant to Univision Communications Inc., a Spanish language media company in the United States from July 2005 to December 2005. Mr. Hinson served as Executive Vice President and Chief Financial Officer of Univision Communications from March 2004 to June 2005. He served as Senior Vice President and Chief Financial Officer of Univision Radio, the radio division of Univision Communications, from September 2003 to March 2004. From 1997 to 2003, Mr. Hinson served as Senior Vice President and Chief Financial Officer of Hispanic Broadcasting Corporation, which was acquired by Univision Communications in 2003 and became the radio division of Univision Communications. Mr. Hinson is a director and Chairman of the Audit Committee of LiveNation and a director and Chairman of the Audit Committee of TiVo, Inc.

Mr. Hinson’s qualifications for election to the Board include his extensive financial and accounting experience. Through his current service on the audit committees of three public companies and his prior service as a chief financial officer of two public companies, Mr. Hinson has deep experience in overseeing financial reporting processes, internal accounting and financial controls, independent auditor engagements, and the other functions of an audit committee of a public company. The Windstream Board has also determined that Mr. Hinson qualifies as an “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission (“SEC”). His service on the boards of other public companies in diverse industries also allows him to offer a broad perspective on the challenges and opportunities facing Windstream.

Judy K. Jones, age 68, has served as a director of Windstream since its formation in 2006. Ms. Jones serves as a member of the Audit Committee and the Governance Committee. She is currently a member of the board of directors of Lovelace Respiratory Research Institute (LRRI) and of the Mind Research Network, a wholly-owned non-for-profit subsidiary of LRRI. She held various senior administrative positions at the University of New Mexico from 1988 to 2006, including Vice President for Advancement, Associate Vice President for Strategic Initiatives (Health Sciences Center) and Chief of Staff to the President of the University. She also held senior administrative positions with New Mexico state government and is a former management consultant serving public sector clients for a major national accounting firm.

Ms. Jones’ qualifications for election to the Board include her expertise in financial accounting matters. Through her prior experience as a senior executive at a state university and in state government and on the boards of non-profit institutions, Ms. Jones has experience in reviewing and evaluating financial statements, financial budgets and forecasts, investment portfolios of public endowments, and other public finance matters. The Windstream Board has determined that Ms. Jones qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. Her broad state government and higher education experience also allows her to offer insights and perspectives on government policy, structure and operations; public relations and marketing issues; the needs of higher education and government entities, which are an important customer segment for Windstream; and information technology and strategic planning.

William A. Montgomery, age 63, has served as a director of Windstream since its formation in 2006. Mr. Montgomery serves as Chairman of the Compensation Committee and is a member of the Governance Committee. Mr. Montgomery has been a private investor since 1999. From 1989 to 1999, Mr. Montgomery was Chief Executive Officer of SA-SO Company, a company engaged in the distribution of municipal and traffic control products based in Dallas, Texas. Prior to 1989, Mr. Montgomery worked as a registered representative in the financial services industry and has over 12 years of experience in the financial services industry, most recently serving with Morgan Stanley in the Private Client Services group from 1985 to 1989. Mr. Montgomery currently serves as a director of Hicks Acquisition Corp. II, Inc., whose equity securities are registered under the Securities Exchange Act of 1934. Hicks Acquisition Corp. II, Inc. does not have any operations and was formed for the purpose of effecting a merger or other business combination with one or more businesses. Mr. Montgomery previously served as a director with Hicks Acquisition Corp. I, Inc., from its inception in 2007 through the consummation of a business combination with Resolute Energy Corporation in 2009.

Mr. Montgomery’s qualifications for election to the Board include his wide range of financial and business experience. In his current role as Chair of the Compensation Committee of Windstream and through his professional career including his prior role as a chief executive officer of a private company, Mr. Montgomery has experience in strategic planning, risk management, compensation plans and policies, and capital market transactions. Mr. Montgomery’s service on the boards of non-profit organizations also provides him with a broad perspective on the challenges and opportunities facing Windstream and the communities it serves.

Alan L. Wells, age 52, has served as a director of Windstream since June 2010 and served as Chief Executive Officer of Iowa Telecommunication Services, Inc. (“Iowa Telecom”) from 2002 to 2010 and Chairman of the board of directors from 2004 to 2010. In 2011, Mr. Wells became a founding partner of Financial Advisory Partners, LLC, located in Johnston, Iowa, which makes private equity investments and provides financial advisory services to mid-sized companies in the Midwest. He joined Iowa Telecom in 1999 as President and Chief Operating Officer, and was appointed to the role of President and Chief Executive Officer in 2002. Prior to joining Iowa Telecom, Mr. Wells was Senior Vice President and Chief Financial Officer at MidAmerican Energy Holdings Company (MidAmerican), a Des Moines, Iowa-based electric and gas utility holding company, from 1997 until 1999. During the same period, Mr. Wells also

served as President of MidAmerican’s non-regulated businesses. Mr. Wells held various executive and management positions with MidAmerican, its subsidiaries, and Iowa-Illinois Gas and Electric, one of its predecessors, from 1993 through 1999. Prior to that, Mr. Wells was with Deloitte Consulting (previously Deloitte & Touche Consulting) and previously held various positions with the Public Utility Commission of Texas and Illinois Power Company.

Mr. Wells’ qualifications for election to the Board include his wide range of operational and financial experiences in regulated industries and associated businesses. Through his prior experience as a senior executive in the telecommunications and other regulated industries, he has insight on managing complex regulated enterprises, developing strategic plans in changing regulatory environments, overseeing financial reporting processes, and executing large capital market transactions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE FOREGOING NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR EACH OF THE FOREGOING NOMINEES UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

BOARD AND BOARD COMMITTEE MATTERS

During 2011, there were eleven meetings of Windstream’s Board. All of the directors attended 75% or more of the meetings of the Windstream Board of Directors and Board Committees on which they served during the periods in which they served. Directors are expected to attend each annual meeting of stockholders. Each director attended the 2011 Annual Meeting of Stockholders.

The Windstream Board of Directors has affirmatively determined that all of the nominees for director,directors, except Messrs. Francis X. Frantz,Mr. Jeffery R. Gardner, and Alan L. Wells, have no material relationship with Windstream and are independent directors under NASDAQ listing standards. Each of the director nominees was elected at the 20112013 Annual Meeting of Stockholders.

Categorical Standards. The Board has adopted categorical standards for use in determining whether any relationship between a director and Windstream is a material relationship that would impair the director’s independence. Specifically, the Board has determined that one or more relationships between a director and Windstream during the past three fiscal years will not constitute a material relationship that would interfere with the director’s exercise of independent judgment if each such relationship falls within one or more of the following categorical standards:

Leadership Structure. Since the inception of Windstream, the positions of Chief Executive Officer and Chairman have been held by separate individuals. Mr. Gardner has served as Windstream’s CEO since 2006 and Mr. Hinson is the current Chairman of the Board. The Board of Directors believes thisits current board leadership structure improves the ability of the Board of Directors to exercise its oversight role over management by having a director who is not an officer or member of management to serve in the role of Chairman. Mr. Gardner has served as Windstream’s CEO from 2006 toChairman, which ensures a

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significant role for independent directors in the present, and Mr. Frantz served as Chairmanleadership of Windstream from 2006 to 2010. In 2010, in order to enhance Windstream’s corporate governance profile, Mr. Frantz and the Board of Directors chose to select a Chairman who is “independent”, as defined by applicable stock exchange rules. Although Mr. Frantz has not been an officer or employee of Windstream for more than four years, he is not “independent” and, as currently defined, would not qualify as “independent” prior to August 2012 because of compensation arrangements implemented in connection with his departure from Alltel and the 2006 spin-off of Windstream from Alltel Corporation.Windstream. Having an independent Chairman also simplifies Windstream’s corporate governance structure by allowing the Chairman to convene executive sessions with independent directors.

Board Meetings.During 2013, there were thirteen meetings of Windstream’s Board. All of the directors attended 75% or more of the meetings of the Windstream Board of Directors and dispensing withBoard committees on which they served during the need for a separateperiods in which they served. Directors are expected to attend each annual meeting of stockholders. Each director attended the 2013 Annual Meeting of Stockholders.

Executive Sessions. The Windstream Corporate Governance Board Guidelines specify that the independent directors of the Board must meet at regularly scheduled executive sessions without management and that an independent director, or the Lead Director, selected from time to dischargetime by the roleindependent directors shall preside at executive sessions of independent directors. The Windstream Board of Directors has designated Mr. Hinson to serve as the Lead Director. During 2013, executive sessions of the independent directors generally occurred at the end of each regular meeting of the Board.

Board Committees. The standing Committeescommittees of the Windstream Board of Directors are the Audit Committee, Compensation Committee and the Governance Committee. Each of the Audit, Compensation and Governance Committees has a written charter and is comprised entirely of directors who the Board has determined are independent directors, as defined under the applicable NASDAQ listing standards. A brief description of the functions of the Audit, Compensation and Governance Committees is set forth below.

The Windstream Corporate Governance Board Guidelines specify that the independent directors of the Board must meet at regularly scheduled executive sessions without management and that an independent director selected from time to time by the independent directors shall preside at executive sessions of independent directors. The Windstream Board of Directors has designated Mr. Foster, Chairman of the Board, to serve as the Lead Director to preside at the executive sessions until his successor is appointed. During 2011, the executive sessions of the independent directors specified in the Board Guidelines generally occurred at the end of each regular meeting of the Board.

Audit Committee. The Audit Committee held fourseven meetings during 2011.2013. The Audit Committee assists the Windstream Board of Directors in overseeing Windstream’s consolidated financial statements and financial reporting process, disclosure controls and procedures and systems of internal accounting and financial controls, independent auditors’accountant’s engagement, performance, independence and qualifications, internal audit function, and legal and regulatory compliance and ethics programs as established by Windstream management and the Board of Directors. The Audit Committee has been established by the Windstream Board of Directors for the purpose of overseeing the accounting and financial reporting processes of Windstream and the audits of the consolidated financial statements of Windstream as contemplated by Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members of the Audit Committee are Mr. Hinson andFrantz, as Chairman, Mses. Armitage and Jones and theMr. Wells. The Windstream Board of Directors has determined that each of Mr. HinsonMessrs. Frantz and Wells and Ms. Jones is an “audit committee financial expert,” as defined by the rules of the SEC.

Compensation Committee. The Compensation Committee held threefive meetings during 2011.2013. The Compensation Committee assists the Windstream Board of Directors in fulfilling its oversight responsibility related to the compensation programs, plans, and awards for Windstream’s directors and principal officers. For more information regarding the Compensation Committee, see “Management Compensation – Compensation Discussion and Analysis”.Analysis.” The members of the Compensation Committee are Messrs. Beall, as Chairman, Foster, Montgomery and Wells. The Compensation Committee has established a subcommittee (which we refer to as the 162(m) Subcommittee) and delegated to that subcommittee authority to issue equity awards and to determine other qualified performance-based compensation for our CEO, CFO and three other most highly compensated employees whose compensation is required to be reported to our stockholders pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) in accordance with the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended. The 162(m) Subcommittee is comprised of Messrs. Beall, Foster and Montgomery, who are “outside directors” under IRS regulations.

Governance Committee. The Governance Committee held twofour meetings during 2011.2013. The Governance Committee included all independent directors of Windstream. Since February 2012, the Governance Committee has beenis comprised of Ms. Armitage, as Chair, and Ms. Jones and Mr. Montgomery. The Governance Committee oversees Windstream’s director nomination and screening process, succession planning for the Chief Executive Officer position, the annual self-evaluation of the Board and each Board Committee,committee, compliance with Windstream’s related party transaction policy and stock ownership guidelines, and oversees spending on political activities by Windstream. On an annual basis, the Governance Committee reviews and assesses Windstream’s Corporate Governance Board Guidelines and recommends any proposed changes to the Board of Directors for approval.

The Governance Committee identifies individuals qualified to become members of the Windstream Board of Directors and recommends director nominees to the Board for each annual meeting of stockholders. The Governance Committee identifies candidates through various methods, including recommendation from directors, management, and stockholders. The Governance Committee has the sole authority to retain and terminate search firms to be used to identify director candidates and to approve the search firm’s fees and other retention terms. The Governance

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Committee periodically reviews with the Chairman and the Chief Executive Officer the appropriate skills and characteristics required of Board members in the context of the composition of the Board and an assessment of the needs of the Board from time to time. The Governance Committee considers applicable Board and Board committee independence requirements imposed by Windstream’s Corporate Governance Board Guidelines, NASDAQ listing standards, and applicable law. The Governance Committee also considers, on a case-by-case basis, the number of other boards and board committees on which a director candidate serves. The Governance Committee seeks candidates who evidence personal characteristics of high personal and professional integrity; intelligence and independent judgment; broad training and experience at the policy-making level in business; strong interpersonal and communication skills; demonstrated ability to solve problems and to build consensus among diverse viewpoints; a commitment to serve on the Board over a period of several years to develop knowledge about Windstream, its strategy, and its principal operations; a willingness to evaluate management performance objectively; and the absence of activities or interests that could conflict with the director’s responsibilities to Windstream. The Governance Committee does not have a formal policy on diversity with regard to consideration of director nominees, but the Governance Committee considers diversity in its selection of nominees and seeks to have a board that reflects a diverse range of views, backgrounds and experience.

The Governance Committee will consider director candidates recommended by stockholders. To qualify for such consideration, stockholder recommendations must be submitted to the Governance Committee at the address provided below in accordance with the substantive and procedural requirements set forth in Windstream’s Bylaws, as discussed below under the caption “Other Matters.“Stockholder Communications.” The Governance Committee does not have a specific policy regarding the consideration of stockholder recommendations for director candidates because the Committee intends to evaluate stockholder recommendations in the same manner as it evaluates director candidates recommended by other sources.

Compensation Committee Interlocks and Insider Participation. During 2013, the Compensation Committee consisted of Messrs. Beall (Chairman), Foster, Montgomery and Wells. No member of the Compensation Committee serving during 2013 had any relationship requiring disclosure under the section titled “Relationships and Certain Transactions” in this Proxy Statement. During 2013, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on either our Compensation Committee or our Board of Directors.

Risk Oversight. Management of Windstream has the primary responsibility for managing the risks facing Windstream,the Company, subject to the oversight of the Board of Directors.Directors (“Board”). Each Committee of the Board assists the Board of Directors to dischargein discharging its risk oversight role by performing the subject matter responsibilities outlined above in the description of each Committee. The Board of Directors retains full oversight responsibility for all subject matters not assigned to Committees including risks presented by business strategy, competition, regulation, general industry trends including the disruptive impact of technological change, capital structure and allocation, and mergers and acquisitions. The Board of Directors supplements its ability to discharge its risk oversight role by receiving and reviewing a report on the results of an annual risk assessment of Windstream that isas prepared by the Internal Audit Department. This surveyreport is used primarily to assist the Internal Audit Department to preparein determining the nature and scope of its annual audit plan, subject to the review and approval of the Audit Committee. Internal Audit prepares the risk assessment by conducting risk assessment interviews and surveys with Windstream’s management across the Companyand other analysis to identify individual process level, Company-wide and Company-wideindustry risks. An annual report onA summary of the top risks to Windstream identified by this assessment process is presented to the Audit Committee and the full Board.Board at least annually.

    The Board’s discharge of its risk oversight role has not specifically affected the Board’s leadership structure discussed above. Rather, in establishing the current leadership structure of the Board of Directors, risk oversight was one factor among many considered. The Board regularly reviews its leadership structure and evaluates whether it, and the Board as a whole, is functioning effectively. If in the future the Board believes that a change in its leadership structure is required to, or potentially could, improve the Board’s risk oversight role, it may make any change it deems appropriate.

    With respect to compensation matters, the Compensation Committee has assessed the risks that could arise from its compensation policies for all employees, including employees who are not officers, and has concluded that such policies are not reasonably likely to have a material adverse effect on Windstream. To the extent that Windstream’s compensation programs create a potential misalignment of risk incentives, the Compensation Committee believes that it has adequate compensating controls to mitigate against the potential impact of any such misalignment. These

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compensating controls include strong internal controls over financial reporting, robust stock ownership guidelines, a clawback policy for senior executives, and a three-year vesting cycle for equity-based compensation. The result is a strong alignment between the interests of management and stockholders.

Corporate Governance Documents. Windstream’s Corporate Governance Board Guidelines, its code of ethics policy entitled “Working With Integrity”,Integrity,” and the charters for the Audit, Compensation and Governance Committees are available on the Investor Relations page of the Windstream Corporationour website atwww.windstream.com/investors. Copies of each of these documents are also available to stockholders who submit a request to Windstream Corporation,Holdings, Inc., ATTN: Investor Relations, 4001 Rodney Parham Road, Little Rock, AR 72212.

Stockholder Communications. Stockholders and other interested parties may contact the Chairman of the Board, a Board Committee or the non-management directors of the Windstream Board of Directors by writing to Windstream Corporation,Holdings, Inc., ATTN: Chairman of the Board, the Board Committee or Non-Management Directors, c/o Corporate Secretary, 4001 Rodney Parham Road, Little Rock, AR 72212.

STOCK OWNERSHIP GUIDELINESCompensation of Directors. In February 2013, the Windstream Board modified the director compensation program to (1) eliminate meeting fees and to increase the annual cash retainer from $60,000 to $85,000 in light of this change, (2) increase the amount of the annual grant of restricted stock from $80,000 to $100,000, and (3) increase the amount of annual retainer fees for the Committee Chairmen. The Compensation Committee reviewed the results of Pearl Meyer’s outside directory compensation study and made the changes to remain consistent with other industry and peer group compensation structures. The new structure keeps average total compensation consistent with the 25th percentile of market. The restricted shares granted to non-employee directors vest if the grantee continues to serve on the Board for the period beginning on the date of grant and ending on February 15 of the following year or earlier, if the grantee dies or becomes permanently disabled while serving on the Board or a change of control of Windstream occurs. In addition, in 2013, the chairman of the Audit, Governance and Compensation Committee received an annual cash retainer of $30,000, $22,000 and $22,000, respectively, and the remaining members of the Audit, Governance and Compensation Committee received an annual cash retainer of $15,000, $10,000 and $10,000 respectively. The Board Chairman received an additional annual cash retainer of $100,000. All non-employee directors have the option to elect to receive any cash retainer in the form of Windstream Common Stock.

    Board members receive pro-rated amounts of the annual cash retainer and the annual restricted stock grant for the portion of the first year in which they are appointed or elected to serve as a Board member or Committee Chair.

    The following table shows the compensation paid to the non-employee directors of the Windstream Board during 2013:

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PROPOSAL NO. 1
ELECTION OF DIRECTORS

    The Board, upon the recommendation of the Governance Committee, has nominated the nine current members of the Board to stand for re-election at the Annual Meeting. Each nominee elected will serve until the 2015 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier removal, resignation or death.

    Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s nine nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated by the present Board to fill the vacancy.

    Set forth below is biographical information for each nominee, including age, a brief listing of principal occupations for at least the past five years, other major affiliations, and the specific experience, qualifications, attributes and skills that qualify each person to serve on Windstream’s Board of Directors.

Carol B. Armitage, age 56, has served as a director of Windstream since September 2007, is Chair of the Governance Committee and is a member of the Audit Committee. Ms. Armitage has served as a telecommunications consultant since 1998. From 1995 to 1997 she served as Senior Vice President, Technology and Strategy at General Instrument. Prior to 1995 she held various management and engineering positions during sixteen years of service with Bell Laboratories and Network Systems (which later became Lucent). Since 2000, Ms. Armitage has served and held various leadership positions on the board of directors of SCALA, Inc., a provider of digital signage and advertising management solutions. From March 2010 to March 2012, Ms. Armitage served as Chairman of SCALA, Inc. From 2000 until February 2010, and again starting in March 2012, she served as Vice Chairman. From 2002 to 2004, Ms. Armitage served as Chairman of the Board and was on the Audit Committee of YDI Wireless (now known as Proxim Wireless Corporation), then a public company engaged in the development and provision of wireless fiber technologies.

    Ms. Armitage’s qualifications for election to the Board include her extensive knowledge of technologies impacting the communications industry based on her deep industry experience and her educational training including an M.S. in electrical engineering from Princeton University. Her service on the boards of other companies has given her additional experience in strategic planning, financial reporting, and mergers and acquisitions.

Samuel E. Beall, III, age 63, has served as a director of Windstream since November 2006 and is Chairman of the Compensation Committee. Mr. Beall is a principal in Beall Investments LLC, a private investment company. Mr. Beall served as Chairman of the Board and Chief Executive Officer of Ruby Tuesday, Inc., a New York Stock Exchange listed company that owns and operates casual dining restaurants under the Ruby Tuesday brand, from May 1995 to June 2012, and as President of Ruby Tuesday, Inc. from July 2004 until June 2012.

    Mr. Beall’s qualifications for election to the Board include his experience as the chief executive officer of a public company, which provides him the ability to understand and address Windstream’s challenges and opportunities as a public company. As a former chief executive officer of a public company and a director of several private businesses, he has insight on managing complex business operations, overseeing business risk, designing compensation programs that motivate people, and developing national advertising campaigns.

Dennis E. Foster, age 73, has served as a director of Windstream since July 2006, and is a member of the Compensation Committee. From February 2010 to May 2013, he served as Chairman of the Board, and from July 2006 to February 2010, he served as Lead Director. Mr. Foster is a principal in Foster Thoroughbred Investments (thoroughbred racing, breeding and training operations) in Cle Elum, Washington, which he joined in June 1995. Mr. Foster served as a director of Alltel Corporation from 1998 through 2006. Prior to his retirement in 2000, Mr. Foster held a number of leadership positions in the telecommunications industry, including President and Chief Executive Officer of 360° Communications and Senior Vice President of the Local Telecommunications Division of Sprint Corporation, and he has over 40 years of experience in the telecommunications industry.

    Mr. Foster’s qualifications for election to the Board include his ability to provide the insight and perspectives of a successful and long-serving senior executive in the telecommunications industry. Having formerly served as president and chief executive officer of a telecommunications company, he has insight on managing people, overseeing

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business risk and understanding financial statements. As a result of past service as Chairman of the Windstream Board and its Governance Committee, current service on Windstream’s Compensation Committee, and prior service as a director of other public companies (including service as chairman of the compensation and audit committees of such companies), Mr. Foster also has particular experience with corporate governance issues, as well as the capital markets, the challenges of financing in the current economy, and the merger and acquisitions environment.

Francis X. (“Skip”) Frantz, age 60, has served as a director of Windstream since 2006 and serves as Chairman of the Audit Committee. From July 2006 to February 2010, he served as Chairman of the Windstream Board. Mr. Frantz has served as Chairman of Central Bank (a community bank in Little Rock, Arkansas) since February 2007, and also serves as a director of a number of other privately held companies. Prior to January 2006, Mr. Frantz was Executive Vice President-External Affairs, General Counsel and Secretary of Alltel Corporation. Mr. Frantz joined Alltel in 1990 as Senior Vice President and General Counsel and was appointed Secretary in January 1992 and Executive Vice President in July 1998. While with Alltel, he was responsible for Alltel’s mergers and acquisitions negotiations, wholesale services group, federal and state government and external affairs, corporate communications, administrative services, and corporate governance, in addition to serving as Alltel’s chief legal officer. Mr. Frantz served as the 2006 and 2007 Chairman of the Board and of the Executive Committee of the United States Telecom Association.

    Mr. Frantz’s qualifications for election to the Board include his ability to provide insight and perspective on a wide range of issues facing business enterprises based on his long tenure as a senior executive in the telecommunications industry. Mr. Frantz’s over 15-year career as a senior telecom executive in various capacities provides him with a thorough understanding of all aspects of Windstream’s business, and his service as a director and Chairman of the United States Telecom Association provides Mr. Frantz with additional experience and insight in telecommunications policy and regulation. Through his current involvement with a number of private companies and his prior role as Chairman of Windstream and, before that, as a senior executive at Alltel Corporation, Mr. Frantz has extensive experience in corporate governance, mergers and acquisitions, risk management, government policy and regulation, and capital market transactions, in addition to the specific aspects of the telecom industry. Based on his role as a director of various private commercial businesses, including serving as chairman of a regulated commercial bank, his service on the Windstream Audit Committee and prior service as an executive officer at Alltel, the Windstream Board has determined that Mr. Frantz qualifies as an “audit committee financial expert,” as defined by the rules of the SEC.

Jeffery R. Gardner, age 54, is President and Chief Executive Officer of Windstream. Mr. Gardner was appointed to his current position in December 2005, and he has served as a director of Windstream since its formation in 2006. He previously served as executive vice president and chief financial officer of Alltel Corporation. He joined Alltel in 1998 when it merged with 360° Communications.

    Mr. Gardner serves on the board of directors of RF Micro Devices, Inc., Arkansas Children’s Hospital, Darlington School, and Loras College. He serves as Chairman of the Arkansas Research Alliance and as Chairman of the advisory board for the University of Arkansas for Medical Sciences (UAMS) Center for Distance Health. He also serves on the foundation board at UAMS. From 2012 to 2013, he served as Chairman of the United States Telecom Association. Mr. Gardner was named a national finalist for the Ernst & Young LLP Entrepreneur of the Year 2010® Award in telecommunications. Mr. Gardner earned a degree in finance from Purdue University and an MBA from William and Mary and is a certified public accountant.

    The Board believes it is important that Windstream’s Chief Executive Officer serve on the Board, as the position of Chief Executive Officer puts Mr. Gardner in a unique position to understand the challenges and issues facing Windstream. Mr. Gardner’s qualifications for election to the Board include the same demonstrated leadership skills and experience that qualify him to serve as Chief Executive Officer of Windstream. Mr. Gardner has worked in the telecommunications industry for more than 25 years and is executing a focused strategy to transform Windstream into the premier enterprise communications and service provider in the United States and to create value for its stockholders. Under his leadership, Windstream has completed nine acquisitions since its spin-off from Alltel in 2006, adding more than $4 billion in revenue and creating approximately $300 million in operating and capital synergies. Mr. Gardner’s service on the boards of another public company and several non-profit organizations also provides him with a broad perspective on the challenges and opportunities facing Windstream and the communities it serves.

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Jeffrey T. Hinson, age 59, has served as a director of Windstream since its formation in 2006 and has served as Chairman of the Board since May 2013. Mr. Hinson served as a member of the Audit Committee from 2006 to May 2013 and served as Chairman of the Audit Committee from May 2010 to May 2013. Mr. Hinson has been the President of YouPlus Media LLC, a video content marketing firm, since 2009. From July 2007 to July 2009, Mr. Hinson served as the President and Chief Executive Officer and a member of the board of directors of Border Media Partners, LLC, a Hispanic-focused radio broadcasting company. Mr. Hinson previously served in a number of roles at Univision Communications Inc., a Spanish language media company, including as Executive Vice President and Chief Financial Officer from March 2004 to June 2005 and as Senior Vice President and Chief Financial Officer of Univision Radio, the radio division of Univision Communications, from September 2003 to March 2004. From 1997 to 2003, Mr. Hinson served as Senior Vice President and Chief Financial Officer of Hispanic Broadcasting Corporation, which was acquired by Univision Communications in 2003 and became Univision Radio. Since 2005, Mr. Hinson has been a director and Chairman of the Audit Committee of Live Nation Entertainment, Inc. (NYSE: LYV), a global entertainment company that promotes live music events, operates music venues, sells tickets to entertainment and sporting events, and provides management services to music recording artists. He also serves as a director, as Chairman of the Audit Committee, and on the Strategy Committee of TiVo, Inc., a provider of subscription-based DVR services and interactive video advertising. He is also a director, Audit Committee member and Chairman of the Nominating and Governance Committee of Ares Commercial Real Estate Corporation (NYSE: ACRE), a specialty finance company focused on originating, investing in and managing middle-market commercial real estate loans and investments.

    Mr. Hinson’s qualifications for election to the Board include his professional background and experience, his previously held senior-executive level positions for two public companies, his service on other public company boards, and his financial expertise. His service on the board of other public companies in diverse industries gives him unique insight to corporate governance matters affecting public companies and also allows him to offer a broad perspective on the challenges and opportunities facing Windstream.

Judy K. Jones, age 70, has served as a director of Windstream since its formation in 2006. Ms. Jones serves as a member of the Audit Committee and the Governance Committee. She is currently a member of the board of directors of Lovelace Respiratory Research Institute (LRRI) and of the Mind Research Network, a wholly-owned not-for-profit subsidiary of LRRI. She held various senior administrative positions at the University of New Mexico from 1988 to 2006, including Vice President for Advancement, Associate Vice President for Strategic Initiatives (Health Sciences Center) and Chief of Staff to the President of the University. She also held senior administrative positions with New Mexico state government and is a former management consultant serving public sector clients for a major national accounting firm.

    Ms. Jones’ qualifications for election to the Board include her expertise in financial accounting matters. Through her prior experience as a senior executive at a state university and in state government and on the boards of non-profit institutions, Ms. Jones has experience in reviewing and evaluating financial statements, financial budgets and forecasts, investment portfolios of public endowments, and other public finance matters. The Windstream Board has determined that Ms. Jones qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. Her broad state government and higher education experience also allows her to offer insights and perspectives on government policy, structure and operations, public relations and marketing issues, the needs of higher education and government entities (which are an important customer segment for Windstream), and information technology and strategic planning.

William A. Montgomery, age 65, has served as a director of Windstream since its formation in 2006 and is a member of the Compensation Committee and the Governance Committee. From 2007 to 2012, Mr. Montgomery served as Chairman of the Compensation Committee. Mr. Montgomery has been a private investor since 1999. From 1989 to 1999, Mr. Montgomery was Chief Executive Officer of SA-SO Company, a company engaged in the distribution of municipal and traffic control products based in Dallas, Texas. Prior to 1989, Mr. Montgomery worked as a registered representative in the financial services industry and has over 12 years of experience in the financial services industry, most recently serving with Morgan Stanley in the Private Client Services group from 1985 to 1989. Mr. Montgomery previously served as a director of Hicks Acquisition Corp. I, Inc., a special purpose entity formed for the purpose of effecting a merger or other business combination with one or more businesses, from its inception in 2007 through the consummation of a business combination with Resolute Energy Corporation in 2009.

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    Mr. Montgomery’s qualifications for election to the Board include his wide range of financial and business experience. In his role as a member of the Compensation Committee of Windstream and through his professional career, including his prior role as a chief executive officer of a private company, Mr. Montgomery has experience in strategic planning, risk management, compensation plans and policies, and capital market transactions. Mr. Montgomery’s service on the boards of non-profit organizations also provides him with a broad perspective on the challenges and opportunities facing Windstream and the communities it serves.

Alan L. Wells, age 54, has served as a director of Windstream since 2010 and serves as a member of the Audit Committee and the Compensation Committee. He is a founding partner of Financial Advisory Partners, LLC, which makes private equity investments and provides financial advisory services to mid-sized companies in the Midwest. He served as Chief Executive Officer of Iowa Telecommunication Services, Inc. (“Iowa Telecom”) (NYSE: IWA) from 2002 to 2010 and Chairman of its board of directors from 2004 to 2010. He joined Iowa Telecom in 1999 as President and Chief Operating Officer, and was appointed to the role of President and Chief Executive Officer in 2002. Prior to joining Iowa Telecom, Mr. Wells was Senior Vice President and Chief Financial Officer at MidAmerican Energy Holdings Company (MidAmerican) (NYSE: MEC), a Des Moines, Iowa-based electric and gas utility holding company, from 1997 until 1999. During the same period, Mr. Wells also served as President of MidAmerican’s non-regulated businesses. Mr. Wells held various executive and management positions with MidAmerican, its subsidiaries, and Iowa-Illinois Gas and Electric, one of its predecessors, from 1993 through 1999. Prior to that, Mr. Wells was with Deloitte Consulting (previously Deloitte & Touche Consulting) and previously held various positions with the Public Utility Commission of Texas and Illinois Power Company.

    Mr. Wells’ qualifications for election to the Board include his broad background and experience, his wide range of operational and financial experiences in regulated industries, and his prior experience as a senior executive with two public companies. The Windstream Board has determined that Mr. Wells qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. Through his prior experience as a senior executive in the telecommunications and other regulated industries, he has insight on managing complex regulated enterprises, developing strategic plans in changing regulatory environments, overseeing financial reporting processes, and executing large capital market transactions.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE FOREGOING NOMINEES.

PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” EACH OF THE FOREGOING NOMINEES UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.

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SECURITY OWNERSHIP

Stock Ownership Guidelines. The Windstream Board of Directors has adopted minimum stock ownership guidelines for Windstream’s directors and executive officers. Directors who are not executive officers are expected to maintain beneficial ownership of shares of Windstream Common Stock valued at least five times the annual cash retainer paid to non-management directors. Executive officers are expected to maintain beneficial ownership of shares of Common Stock at the following levels: ten times base salary for the Chief Executive Officer; five times base salary for each of the Chief Financial Officer, Chief Operating Officer and General Counsel; and three times base salary for all other executive officers. Directors have a transition period of five years from their initial election, and executive officers have a transition period of three years from their initial election to meet the applicable ownership guidelines and, thereafter, one year (measured from the date of each annual meeting) to meet any increased ownership requirements resulting from changes in stock price, annual base fee, annual base salary, or applicable ownership levels occurring since the initial deadline. During the transition period and until the director or officer satisfies the specified ownership levels, the guidelines impose a retention ratio that provides that each officer and director is expected to retain at least 50% of the shares received, net of tax payment obligations, upon the vesting of restricted stock or the exercise of stock options. Directors and officers are also required to hold for at least six months all shares received, net of tax payment obligations, upon vesting of restricted stockequity awards or the exercise of stock options. For the purposes of the guidelines, unvested shares or units of restricted stock (including the performance-based restricted stock units granted beginning in 2011) are considered to be owned.

Based on the foregoing, the table below sets forth the number of shares of Common StockWindstream common stock that each named executive officer is expected to own by the 2012 Annual Meeting of Stockholders, which amounts were determined based(based on each person’s position with Windstream, the person’s base salary and the closing price of Windstream common stock in each case as ofon the date of Windstream’s 2011the 2013 Annual Meeting of Stockholders,Stockholders) and the number of shares deemed owned under the guidelines:

(1)    This amount differs from the amount reported in the “Security Ownershipguidelines as of Directors and Executive Officers” table because unvested performance-based RSUs are deemed to be owned under the guidelines but not for purposes of the SEC rules that drive the disclosure in the “Security Ownership of Directors and Executive Officers” table.March 6, 2014:

Based on current ownership amounts, Windstream expects that each of its executive officers will be in compliance with the stock ownership guidelines at the time of the 2012Annual Meeting. Following the Annual Meeting, of Stockholders. Following the 2012 Annual Meeting of Stockholders, the executive officers will have until 20132015 Annual Meeting of Stockholders to meet any increased share guidelines resulting from changes in stock price, annual base salary or ownership levels since the 2012date of the Annual Meeting of Stockholders.

The table below sets forth as of March 6, 2014, the number of shares of Common Stock that each non-management director is expected to own by the Annual Meeting (based on the closing price of Windstream common stock on the date of the 2013 Annual Meeting of Stockholders) and the number of shares deemed owned under the guidelines.guidelines as of March 6, 2014.

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    Based on current ownership amounts, Windstream expects that each non-management director will be in compliance with the stock ownership guidelines at the time of the 2012 Annual Meeting of Stockholders.

(1)    Guideline to be met by 2012 Annual Meeting.

(2)    Guideline to be met by 2015 Annual Meeting.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERSSecurity Ownership of Directors and Executive Officers.

Set forth below is certain information, as of March 1, 2012,6, 2014, as to shares of Windstream Common Stockcommon stock beneficially owned by each director, by each named executive officer who was serving as an executive officer at the end of 2011,2013, and by all directors and executive officers of Windstream as a group. Except as otherwise indicated by footnote, the nature of the beneficial ownership is sole voting and investment power, and no shares are pledged as security:

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* indicates less than 1 percent

(1)    Excludes unvested restricted shares and includes sharesSecurity Ownership of Common Stock owned directly and shares held in the person’s account under the Windstream 401(k) Plan, which are as follows: Gardner 77,730, Thomas 326, Whittington 2,250, Fletcher 15,454, and Nash -0-.

(2)    Unvested shares of restricted stock are deemed beneficially owned because grantees of unvested restricted stock under Windstream’s equity compensation plans hold the sole right to vote such shares. To date, Windstream has not granted stock options or other similar instruments that would provide the right to acquire beneficial ownership of Common Stock.

(3)    In 2011 and 2012, Windstream granted performance-based restricted stock units (PBRSUs) to its executive officers. Because unvested PBRSUs do not provide the recipients the right to vote or other elements of beneficial ownership as defined under SEC rules and will not vest within 60 days from March 1, 2012, all unvested

outstanding PBRSUs are omitted from this table. For informational purposes, the following table shows the outstanding unvested PBRSUs granted to each named executive officer:

Certain Beneficial Owners.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Set forth below is information, as of March 1, 2012,2014, with respect to any person known to Windstream to be the beneficial owner of more than 5% of any class of Windstream’s voting securities, all of which are shares of Common Stock:

(1)    Based upon information contained in Schedule 13G/A filed on February 8, 2012, Blackrock, Inc. has sole voting and investment control over these shares.

(2)    Based upon information contained in Schedule 13G filed on February 10, 2012, Vanguard, Inc., has sole voting power over 810,559 shares, sole dispositive power over 30,990,815 shares, and shared dispositive power over 810,559 shares.

COMPENSATION COMMITTEE REPORT

ON EXECUTIVE COMPENSATION

This report provides information concerning the Compensation Committee of Windstream Corporation’s Board of Directors. The Compensation Committee’s Charter is available on the Investor Relations page of Windstream Corporation’s website atwww.windstream.com/investors. The Compensation Committee is comprised entirely of independent directors, as defined and required by NASDAQ listing standards.

The Compensation Committee has reviewed the disclosures under the caption “Compensation Discussion and Analysis” contained in Windstream Corporation’s Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders and has discussed such disclosures with the management of Windstream Corporation. Based on such review and discussion, the Compensation Committee recommended to the Windstream Board of Directors that the “Compensation Discussion and Analysis” be included in Windstream Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and Windstream Corporation’s Proxy Statement on Schedule 14A for the 2012 Annual Meeting of Stockholders for filing with the Securities and Exchange Commission.

	Name and Address	Amount and Nature
The Compensation CommitteeTitle of Class	of Beneficial Owner	of Beneficial Ownership	Percent of Class
Common Stock	Blackrock, Inc.	33,750,618 (1)	5.70%
William A. Montgomery, Chairman40 East 52ndStreet
Samuel E. Beall, III	New York, NY 10022
Dennis E. FosterCommon Stock	The Vanguard Group, Inc.	40,552,666 (2)	6.80%
	100 Vanguard Blvd.
	Malvern, PA 19355

(1)		Based upon information contained in Schedule 13G filed on January 17, 2014, Blackrock, Inc. has sole voting power over 28,583,102 and sole dispositive power over 33,750,618 shares.
(2)		Based upon information contained in Schedule 13G filed on February 6, 2014, Vanguard, Inc., has sole voting power over 969,584 shares, sole dispositive power over 39,675,282 shares, and shared dispositive power over 877,384 shares.

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AUDIT COMMITTEE REPORT

This report provides information concerning the Audit Committee of Windstream Corporation’sHoldings, Inc.’s Board of Directors. The Audit Committee’s Charter is available on the Investor Relations page of Windstream Corporation’sHoldings, Inc.’s website atwww.windstream.com/investors. The Audit Committee is comprised entirely of independent directors, as defined and required by SEC rules and regulations and NASDAQ listing standards, and comprised entirely of directors who are financially literate. Additionally, Mr. HinsonMessrs. Frantz and Wells and Ms. Jones qualify as audit committee financial experts.

In connection with its function to oversee and monitor Windstream Corporation’sthe financial reporting process of Windstream Holdings, Inc. and its subsidiaries, the Audit Committee has reviewed and discussed with management of Windstream Corporation’s managementHoldings, Inc. and Windstream Corporation, which is a wholly-owned subsidiary of Windstream Holdings, Inc., the audited consolidated financial statements for the year ended December 31, 2011;2013 of Windstream Holdings, Inc. and Windstream Corporation; discussed with PricewaterhouseCoopers LLP, Windstream Corporation’sthe independent registered public accountant of Windstream Holdings, Inc. and Windstream Corporation, the matters required to be discussed by Statement on Auditing Standards No. 61, as amended,16, Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board in Rule 3200T;(United States); received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence,independence; and has discussed with PricewaterhouseCoopers LLP its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to Windstream Corporation’sthe Board of Directors of Windstream Holdings, Inc. and Windstream Corporation that the audited consolidated financial statements for the year ended December 31, 20112013 be included in Windstream Corporation’sthe Annual Report on Form 10-K of Windstream Holdings, Inc. and Windstream Corporation for the fiscal year ended December 31, 20112013 for filing with the Securities and Exchange Commission.

The Audit Committee

Jeffrey T. Hinson, Francis X. (“Skip”) Frantz,Chairman

Carol B. Armitage

Judy K. Jones

Alan L. Wells

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MANAGEMENT COMPENSATION

Compensation Discussion and Analysis

General. This Compensation Discussion and Analysis provides information regarding the compensation paid to our Chief Executive SummaryOfficer, Chief Financial Officer and certain other executive officers who were the most highly compensated in fiscal year 2013. These individuals, referred to as “named executive officers” or “NEOs,” are identified below:

• Jeffery R. Gardner, President and Chief Executive Officer
  
• Anthony W. Thomas, Chief Financial Officer
  
• Brent Whittington, Chief Operating Officer
  
• John P. Fletcher, Executive Vice President and General Counsel
  
• J. David Works, Jr., Executive Vice President – Chief Human Resources Officer

Compensation Philosophy. Windstream’s executive compensation program is designed to achieve the following objectives:

• Provide a high correlation between pay and performance;

Align management’s interests with the long-term interests of Windstream’s stockholders; and

Provide competitive compensation and incentives to attract and retain key executives.

    Below we highlight certain executive compensation practices we employ to further these objectives. Also listed below are certain compensation practices we do not employ because we believe them to be inconsistent with our compensation objectives.

What We Do:

• Equity-Based Compensation – A substantial portion of total NEO compensation is paid in equity-based compensation in the form of restricted stock and restricted stock units, whose value is directly correlated to the performance of our stock. This practice achieves a strong alignment between interests of management and our stockholders.
  
• At-Risk Compensation – At least 73% of NEO pay, and 85% for our CEO, is contingent upon achievement of certain corporate performance goals.
  
• Clawback Policy –We maintain a clawback policy that allows us to recover incentive compensation that is derived from financial statements filed with the SEC that are subsequently subject to restatement and certain other conditions are satisfied.
  
• Robust Stock Ownership Guidelines – We have robust stock ownership guidelines that apply to all executive officers and require that, among other things, our CEO own Windstream stock valued at 10 times his base salary.
  
• Independent Compensation Consulting Firm – The Compensation Committee benefits from its utilization of an independent compensation consulting firm which provides no other services to the Company.
  
• Regular Review of Share Utilization – We evaluate share utilization by reviewing overhang levels (dilutive impact of equity compensation on our stockholders) and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares).

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What We Don’t Do:

• No Dividends or Dividend Equivalents on Unearned Performance Based Equity Awards – No dividends or dividend equivalents are paid on performance based equity awards unless and until all performance conditions are met.
  
• No Single Trigger – Our core program consistsequity awards provide for accelerated vesting of base salary, annual cash incentivesfuture awards after a change in control if an employee is also terminated within two years of the change in control (a double trigger) rather than upon the closing of the transaction itself (single trigger).
  
• No Hedging Transactions – Our directors and long-term equity incentives.executive officers are prohibited from engaging in any transaction involving derivative securities intended to hedge the market risk in our stock, pledging our stock, or purchasing our stock on loan or margin.
  
• No Repricings – Our stock incentive plans prohibit us from repricing options without stockholder approval.
  
• No Tax Gross-ups – Our compensation programs do not provide for the gross-up or reimbursement of taxes for executive officers in any situation.
  
• No Special Perquisites for Former Executives–We do not have perquisites for former and/or retired executives that differ materially from those available to employees generally.
  
• No Top Hat Plan –We do not have a top hat plan or other supplemental executive retirement plan.

    Our Board recognizes the fundamental interest our stockholders have in the compensation of our executive officers. At the 2013 Annual Meeting, our stockholders approved by a vote of over 93 percent the compensation of our named executive officers. Based upon the results of such vote and our review of our compensation policies and decisions, we believe that our existing compensation policies and decisions are consistent with our compensation philosophy and objectives discussed below and adequately align the interests of our named executive officers with the long term goals of Windstream.

    Stockholders at the 2014 Annual Meeting will be asked again to approve, on an advisory basis, the compensation of our named executive officers. The following is a summary of key considerations that stockholders should take into account when assessing our executive compensation program:

Our strategy has been and continues

• Windstream’s vision is to bebecome the transformation of our business into a next-generation communications company while creating value for shareholders. Since Windstream was formed in 2006, we have executed a focused strategy to transform our business from a rural, consumer-focused voice and broadband provider into a national provider of advancedpremier enterprise communications and technology solutionsservices provider in the United States while maintaining our strong, stable consumer business. Our goal is to businesses. From our formation in 2006 through December 31, 2011, this strategy has resulted in total cumulative shareholder returns (assuming reinvestment of dividends) for Windstream common stock of approximately 63%, which exceeded the returns of both the S&P 500generate solid and S&P Telecom Indexes for this period.

In order to create value for shareholders, our strategy is focused on maintaining and increasing our freesustainable cash flow which in turn hinges onover time, and we return a significant portion of this cash flow to our ability to grow revenues while managing cash expenditures. stockholders through our current dividend practice.

We believe that Adjusted Operating Income Before Depreciation and Amortization (Adjusted OIBDA) is the performance metric best aligned withkey measure of profitability that ensures our ability to generate solid and sustainable cash flow over the goal of maintaining and increasing the cash flows of our business, andlong-term, which is why we have includedinclude Adjusted OIBDA as a key component ofperformance objective for our short-term and long-term incentive plans sinceplans.

Our 2013 compensation reflected our formationmixed operating results by paying short-term incentive payouts below target. Our stock price decline also impacted 2013 compensation by providing a lower value to executives upon vesting of their equity awards compared to their grant value. In addition, because our executives are required to own a significant amount of company stock, the value of our executives’ total stock holdings declined during the year.

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Compensation Mix. Our executive compensation program consists of base salary, annual cash incentives and long-term equity incentives. The Compensation Committee considers the total compensation of each executive officer as well as the allocation of compensation among base salary, short-term incentive compensation, and equity-based compensation in 2006.determining compensation levels. The following table illustrates the allocation for each named executive officer for 2013:

	Percentage of	Percentage of
	Annual Total Direct	Annual Total Direct	Percentage of
	Compensation*	Compensation*	Annual Total Direct
	Allocated to	Allocated to	Compensation*
	Short-term	Equity-Based	Allocated to Base
Named Executive Officer	Incentive (%)	Compensation (%)	Salary (%)
Jeffery R. Gardner	21%	64%	15%
Anthony W. Thomas	20%	55%	25%
Brent Whittington	19%	57%	24%
John P. Fletcher	20%	55%	25%
J. David Works, Jr.	22%	46%	32%

*

Total direct compensation for these purposes equals base salary, short-term cash incentive payment at target levels and the full up-front fair value of the annual equity-based awards determined in accordance with authoritative guidance on share-based compensation.

    

2011 was an incredibly successful year for Windstream. ThroughoutThe Compensation Committee believes that a substantial portion of executive compensation should be at-risk through allocation of compensation to short-term cash incentives and long-term equity-based incentives. The Compensation Committee also believes that, because of his considerable ability to affect the year, we integrated several key acquisitions made in 2010, which expanded our suite of business offerings. In December 2011, Windstream added another key business to our portfolio with the acquisition of PAETEC. We also made many success-based capital investments that we believe will enhance future growth, and we made significant improvements to our balance sheet and debt maturity profile. Our 2011 pro forma financial results reflect this transformation. For 2011, pro forma revenue was $6.2 billion, or a decline of just 0.03% on a year-over-year basis, and pro forma adjusted OIBDA increased by 1.2% on a year over year basis.

For 2011, our annual (short-term) incentive plan recognized these results with a payout of 140% of target levels and our performance-based equity awards were earned at target level. These payouts demonstrate our desired correlation between pay and performance. We also took actions to increase management’s alignment with the long-term interests of our shareholders by incorporating performance-based restricted stock units (PBRSUs) into our long-term incentive program and adding an opportunity for an enhanced level of payout of the PBRSUs based on achievement of a three-year revenue goal. These compensation design features, along with our robust stock ownership guidelines, including ten timesWindstream, Mr. Gardner’s base salary should be a smaller component of his total compensation and at-risk compensation should be a larger component. The following charts reflect the weighting of at-risk compensation relative to total compensation for the CEO and clawback policy that allows Windstream to recover both incentive and non-incentive based compensationcollectively for the other NEOs.

Percentage of At-Risk Compensation in certain situations, strengthen our executive compensation program without creating incentives for excessive risk taking.2013

Compensation Committee. Windstream’s Compensation Committee is presently comprised of Samuel E. Beall, III, Chairman, Dennis E. Foster, William A. Montgomery Chair, Dennis E. Foster and Samuel E. Beall, III. To provide for rotation of the Committee

Chair role which has been held by Mr. Montgomery since 2007, Mr. Beall has been appointed to serve as Chair beginning in May 2012, and Mr. Montgomery will continue to serve on the Committee.Alan L. Wells. The Windstream Board has determined that each member of the Compensation Committee is an independent director under NASDAQ listing standards and a “non-employee director” for purposes of Section 16 of the Securities Exchange Act of 1934, and anMessrs. Beall, Foster and Montgomery are considered “outside director”directors” as defined in Section 162(m) of the Internal Revenue Code.Code and comprise the 162(m) subcommittee.

The Compensation Committee assists the Board in fulfilling its oversight responsibility related to the compensation programs, plans, and awards for Windstream’s directors and principal officers. The Compensation Committee annually reviews and approves goals relevant to Mr. Gardner’s compensation and, based on an annual evaluation of these performance goals, determines and approves Mr. Gardner’s compensation. The Committee conducts this review using a survey of compensation data of comparable employers that is prepared by the Committee’s outside compensation consultant based on criteria specified by the Committee.

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Independent Consultant

. The Compensation Committee has the sole authority to retain and terminate any executive compensation consultant to be used in the evaluation of director, CEO or executive officer compensation and to approve the consultant’s fees and other retention terms. It is the policy of the Compensation Committee that the compensation consultant should perform no services for Windstream other than services as consultant to the Compensation Committee. During 2011,2013, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“PM&P”) to assist the Committee in the review and design of Windstream’s executive compensation program. PM&P reports directly to the Compensation Committee and performed no services to Windstream during 2011 other thanwas originally selected in its role as2010 following an interview process of independent compensation consultant to the Compensation Committee.consultants. During 2011,2013, PM&P conducted a competitive review of the Company’sWindstream’s executive pay levels and executive pay program designs, with such data and information being used by the Committee, along with all other relevant information, to inform the Committee’s decisions regarding the executive compensation program. PM&P provided a self-assessment to the Compensation Committee in 2013 relative to the independence standards required by the stock exchanges. The self-assessment included the following information:

• PM&P performs no other services for Windstream, other than the engagement with the Compensation Committee;
  
• Fees paid by Windstream to PM&P are less than 0.5% of PM&P’s total revenue;
  
• PM&P has policies and procedures to prevent conflicts of interest;
  
• The individual advisor to the Compensation Committee does not own any Windstream stock;
  
• There is no business or personal relationship between the individual advisor and a Committee member;
  
• There is no business or personal relationship between the individual advisor or PM&P and an executive officer of Windstream.

Competitive Market Analysis. As part of the process of approving executive compensation levels and plan designs, the Compensation Committee regularly reviews and considers competitive market data. This competitive market analysis generally takes place in the fall of each year and is used as part of the decision-making process for the following year. During 2012, PM&P provided, and the Compensation Committee reviewed, competitive market data as part of its process for approving 2013 executive compensation levels and plan designs.

    Given the limited number of direct industry peers with a similar business model and of comparable size, the competitive market analysis focuses on compensation survey data from reputable surveys that are size-adjusted using regression formulas. The 2012 market analysis used compensation surveys from Watson Wyatt, Mercer, and PM&P, and all data was size-adjusted to reflect annual revenues of $6 billion. In considering the survey data, the Committee does not request the identity of or review the specific companies that are included in any of the surveys reference above.

    In addition to compensation levels, the Committee often requests that PM&P provide proxy data with respect to compensation plan designs and company performance. Because these elements are less impacted by company size, PM&P’s 2012 market analysis included plan design and company performance data from a specific group of companies which included DISH Network Corp., ADP, VISA, Cablevision, Charter Communications, CenturyLink, Mastercard, NII Holdings, Western Union, Fidelity Information Services, TDS, Metro PCS, Frontier, and Level 3. The Committee believes that the consideration of plan designs and performance levels among these companies provides an additional useful reference point for the plan designs and degree of pay and performance alignment at Windstream. Examples of plan design include the number and weighting of performance metrics and the types of performance metrics used in incentive plans, the allocation of cash and equity in total direct compensation, and the allocation of fixed compared to performance based compensation. This group of companies represents a broad group of FORTUNE 500 companies in telecom, technology and services industry.

    While consideration is given to the competitive market data, the Compensation Committee uses it primarily as a reference point and does not specifically target compensation to any market percentile. In addition to competitive market data, the Committee reviews and considers factors such as company performance, individual executive performance, the critical nature of an individual’s role to organizational success, internal pay equity among colleagues, and retention risks. Only after careful consideration of all relevant facts and circumstances does the Committee exercise judgment and make compensation decisions.

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Windstream ManagementManagement.

General. Windstream’s management assists the Compensation Committee’s consultant in its survey of executive compensation by providing historical compensation information and by reviewing and commenting on preliminary drafts of the survey reports. At the first Compensation Committee meeting of each year (which is expected to be held in early February of each year), the Compensation Committee reviews and approves executive compensation for such year. Based on the compensation surveys and compensation principles previously specified by the Compensation Committee, Mr. Gardner and members of Windstream’s Human Resourceshuman resources department prepare recommendations for compensation levels for executive officers in consultation with the Compensation Committee’s consultant, except that no recommendation is made for Mr. Gardner’s compensation. The Compensation Committee then meets to review and determine Mr. Gardner’s compensation and reviews and recommends the compensation for all other executive officers. The Compensation Committee determines Mr. Gardner’s compensation, and recommends the compensation of all other executive officers, based in part on an evaluation of a number of factors, including historical compensation, individual performance, retention considerations, discussions with Windstream management, including Mr. Gardner, compensation survey data, the strategic importance of each position, general economic conditions, and discussions with the compensation consultant. The Windstream Board approves or, in the case of Mr. Gardner’s compensation, ratifies the actions of the Compensation Committee.

Competitive Market Analysis

As part ofStockholder Outreach. Windstream management also reviewed the process of approvingproxy advisory reports issued by Institutional Shareholder Services, Inc. (ISS) and Glass Lewis & Co. regarding our executive compensation levelspolicies and plan designs,practices. Windstream management contacted ISS and Glass Lewis and two large institutional stockholders of Windstream to discuss any concerns identified during the 2013 proxy season. The results of these discussions were reported to the Compensation Committee.

Elements of 2013 Compensation. For 2013, the Compensation Committee regularly reviewsapproved compensation for named executive officers after considering individual performance, Windstream’s performance, strategic importance of an individual’s role, retention risk, and considerscurrent compensation compared to competitive market data. This competitive market analysis generally takes place inThe Committee also considered the fallsignificant demands imposed on the senior leadership team by Windstream’s difficult financial and operational targets, its high volume of each year and is used as part of the decision-making process for the following year. During 2010, PM&P provided,strategic initiatives and the Compensation Committee reviewed, competitive market data as part of its process for approving 2011 executive compensation levels and plan designs.

Given the limited number of direct industry peers with a similar business model and of comparable size, the competitive market analysis focuses on compensation survey data from reputable surveys that are size-adjusted using regression formulas. The 2010 market analysis used compensation surveys from Watson Wyatt, Mercer, and PM&P, and all data was size-adjusted to reflect annual revenues of $4 billion. In considering the survey data, the Committee did not review and is not aware of the specific companies that are included in any of the surveys reference above. However, in order to have some reference to specific industry competitors, the Committee requested and PM&P provided executive pay data from the proxy statements of CenturyLink and Frontier Communications. The Committee believessuccess that the consideration of both size-adjusted survey data and proxy data from two directmanagement team has achieved in a consolidating industry competitors provides a sufficient market reference point for executive compensation levels.

In addition to compensation levels,with intense competition. For 2013, the Committee often requests that PM&P provide competitive market data with respect to compensation plan designs and company performance. Because these elements are less impacted by company size, PM&P’s 2010 market analysis included plan design and company performance data from a broader group of companies which included CenturyLink, Frontier Communications, AT&T, Verizon Communications, Comcast, Sprint Nextel, DirecTV, Time Warner Cable, Cablevision Systems, Charter Communications, Clear Channel, and Scripps Networks. The Committee believes that the consideration of plan designs and performance levels among these companies provides an additional useful reference point for the plan designs and degree of pay and performance alignment at Windstream.

While consideration is given to the competitive market data, the Compensation Committee uses it primarily as a reference point and does not specifically target compensation to any market percentile. In addition to competitive market data, the Committee reviews and considers factors such as company performance, individual executive performance, the critical nature of the role to organizational success, internal pay equity among colleagues, and retention risks. Only after careful consideration of all relevant facts and circumstances does the Committee exercise judgment and make compensation decisions.

Elements of Compensation.    The compensation of Windstream’s named executive officers consists of three principal components:

•

• Base salary;

  •
  

• Short-term (annual) cash incentive payments; and

  •
  

• Long-term incentives in the form of equity-based compensation.

The compensation program for allthe named executive officers also includes the Windstream 2007 Deferred Compensation Plan, the Windstream 401(k) Plan, a change-in-control agreement,agreements, and limited perquisites. In addition, Windstream has also entered into an employment agreement with Mr. Gardner, and certain named executive officers have benefits in the Windstream Pension Plan and the related Windstream Benefit Restoration Plan.

20112013 Total Compensation Philosophy. The Compensation Committee considers the total compensation of each executive officer as well as the allocation of compensation among base salary,Base salaries and short-term incentive compensation, and equity-based compensationopportunities remained flat year-over-year for determining compensation levels. For 2011, the Compensation Committee approved increases in elements of total direct compensation forall named executive officers after considering individual performance, Windstream’s performance, strategic importance of the role, retention risk,officers. Long-term incentives remained flat for all NEOs except for Mr. Works, who received an increased amount due to his new tenure and current compensation compared to competitive market data.

Retention remains a key driver of the equity compensation program. Significant demands are imposed on the senior leadership team by the Company’s difficult financial and operational targets and high volume of strategic initiatives. The Company has achieved tremendous success in a consolidating industry with intense competition. After reviewing the unvested equity values and considering the significance of retaining his leadership, the Compensation Committee approved an additional retention grant of time-basedmodest restricted stock to

Mr. Gardner which has a three year cliff-vesting provision. The following table shows for each named executive officer the amount awarded for the 2011 annual equity grant for comparison purposes.

Named Executive Officer		2011 Annual Equity Grant   $
Jeffery R. Gardner		3,599,993 (1)
Anthony W. Thomas		799,998
Brent Whittington		999,998
John P. Fletcher		799,998
Cynthia B. Nash		399,998

(1)    Does not include additional retention grant of $1,999,996 that was made in 2011 and not considered part of Mr. Gardner’s annual compensation.

The Compensation Committee believes that a substantial portion of executive compensation should be at risk through allocation of compensation to short-term cash incentives and long-term equity-based incentives. The following table illustrates the allocation for each named executive officer for 2011:

Named Executive Officer		Percentage of Annual Total   Direct Compensation Allocated to Short-term Incentive and Performance- Based Equity Compensation (%)				Percentage of Annual   Total Direct Compensation   Allocated to Equity-Based   Compensation (%)
Jeffery R. Gardner			83%				62%
Anthony W. Thomas			47%				48%
Brent Whittington			47%				47%
John P. Fletcher			47%				48%
Cynthia B. Nash			43%				42%

Total direct compensation for these purposes equals base salary, short-term cash incentive payment at target levels and the full up-front fair value of the annual equity-based awards determined in accordance with authoritative guidance on share-based compensation.

2012 Compensation.    The Compensation Committee has approved an executive compensation program for 2012 that is consistent with past practice subject to the following principal changes in program design. For 2012, the Compensation Committee has established the performance objective for its annual cash incentive plan based on achievement of Windstream’s adjusted operating income before depreciation and amortization excluding pension expense, restructuring charges, and restricted stock expense (“Adjusted OIBDA”) as well as achievement of Windstream’s strategic revenue. As in prior years, each performance metric is set at a level that is difficult but achievable and designed to drive industry leading results. The Compensation Committee continued grants of performance-based equity awards in the form of performance-based restricted stock units (“PBRSUs”), that vest at threshold and target levels based on achievement of Adjusted OIBDA, and the PBRSUs will accrue dividend equivalents to be paid if performance-based conditions are satisfied. The Compensation Committee increased the percentage of equity awards granted in the form of performance-based equity awards to 70% (up from 50% in 2011) for named executive officers other than Mr. Gardner and continued to grant all equity awards to Mr. Gardner in the form of performance-based equity awards. The PBRSUs provide for the issuance of additional shares above target level (which will not accrue dividends) for achievement of total shareholder return compared to the S&P500 over a three-year period, as well as reduced amounts if Adjusted OIBDA performance falls between threshold and target criteria.outstanding.

Base Salary. Base salary is designed primarily to provide competitive compensation that reflects the contributions and skill levels of each executive. Base salary for 2013 for the NEOs remained flat over 2012.

Short-Term Cash Incentive Payments. Windstream maintains short-term cash incentive plans which are designed primarily to motivate executives to achieve Company-wide performance goals over annual or quarterly periods. Under these plans, the Compensation Committee sets different target payout amounts (as a percentage of

base salary) for all executive officers in order to reflect such individual’s contributions to Windstream and the market level of compensation for such position. The Compensation Committee has adoptedbelieves these short-term incentive plans asare a key part of its goal to make a substantial portion of total direct compensation at risk.at-risk.

During 2011,2013, the named executive officers participated in a short-term cash incentive plan based on Windstream’s achievement of certain Adjusted OIBDA, total revenue and payout ratio levels. Adjusted OIBDA, which is operating income before it is reduced by depreciation and amortization, is a non-GAAP financial measure and is one of the principal measures used by Windstream to communicate its financial performance in its quarterly

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earnings releases. The Adjusted OIBDA measure excludes merger and integration costs, pension (income) expense, share-based compensation, and restructuring charges. Total Revenue is a GAAP measure that is included in the Form 10-K. Payout Ratio is defined as Dividends paid/Adjusted Free Cash Flow, which is defined as Adjusted OIBDA less cash interest, cash taxes and capital expenditures (excluding integration capital). Windstream provides the methodology for calculating non-GAAP measuresAdjusted OIBDA and payout ratio in the Current Report on Form 8-K that accompanies its quarterly earnings releases. Payments under the short-term incentive plan have historically been based solely on Adjusted OIBDA. The Adjusted OIBDA measure excluded non-cash pension expense, equity compensation expense and restructuring expense, and it also excluded the results of operations of PAETEC which was acquired in December 2011 and was not included in the calculation of the performance goals. WindstreamCompensation Committee has utilized Adjusted OIBDA as a performance metric for 2011 because it is a criticalthe key indicator of profitability that ensures Windstream’s ability to generate sustainable cash flows over a long period of time.time. The Committee included a revenue component because revenue is a strong indicator of the Company’s performance year-over-year and overall financial condition. Payout ratio was added to the short-term incentive plan to focus on cash flow to fund the dividend and is a key metric followed by our investors and the capital markets.

Under the Windstream short-term incentive plan, executive officers were eligible to receive payments in proportion to Windstream’s achievement of thea performance goal that was set at minimum (or threshold), target and maximum levels. For 2013, payouts were based 60% on the achievement of the Adjusted OIBDA goal, 20% based on the achievement of the Total Revenue goal, and 20% on the Payout Ratio goal. The Compensation Committee setsset each performance goal at levels that areit believes to be difficult but achievable and designed to drive industry leadingindustry-leading results. The executive officers were eligible to receive 50% to 200% of thesethe target payout amounts if threshold or maximum levels, respectively, were achieved. No payout is made if performance is below the threshold level,levels, and performance between threshold, target and maximum levels results in prorated payouts. During 2011,2013, the threshold Adjusted OIBDA amount was $2.278 billion, the target performance goal was Adjusted OIBDA of $2,023 million.$2.363 billion and the maximum was $2.447 billion, the threshold Total Revenue amount was $5.936 billion, the target was $6.121 billion and the maximum was $6.306 billion, and the threshold payout ratio was 67.5%, the target was 63.5-65.3% and the maximum amount was 60.0%. The payout ratio target was based on a range to reflect success-based capital expenditures. Windstream’s actual performance for Adjusted OIBDA for 20112013 was $2,048 million,$2.318 billion, which reflected an approximate 140%74% achievement against the target performance goal. Its actual Total Revenue for 2013 was $5.988 billion, which reflected an approximate 64% achievement level against the target performance goal. The Payout Ratio for 2013 was 67%, resulting in achievement against the target performance goal for Adjusted OIBDA.of 74%. The overall achievement level calculated based on the 2013 financial results was 72%. The following table shows the target payouts and actual payouts (in each case, expressed as a percentage of base salary) for each NEO under the short-term incentive plan for 2011:2013:

Named Executive Officer	Target Payout Percentage	Actual Payout Percentage
Jeffery R. Gardner	135%	97%
Anthony W. Thomas	80%	57%
Brent Whittington	80%	57%
John P. Fletcher	80%	57%
J. David Works, Jr.	70%	50%

Named Executive Officer		Target Payout Percentage				Actual Payout Percentage
Jeffery R. Gardner			125%				175%
Anthony W. Thomas			80%				112%
Brent Whittington			80%				112%
John P. Fletcher			80%				112%
Cynthia B. Nash			60%				84%

The Compensation Committee believesset the payouts reflecttarget payout percentages for the outstanding financial performance driven by Windstream’s management while delivering industry-leading financialNEOs at the beginning of the fiscal year based on such individual’s contributions to Windstream and operating results, successfully integrating four key acquisitions made in 2010,the market level of compensation for such position without benchmarking against a specific percentile. The Compensation Committee set Mr. Gardner’s target payout percentage level above the other NEOs given his leadership role within Windstream and adding another key businesshis ability to Windstream’s portfolio with the acquisition of PAETEC.affect stockholder value relative to other NEOs.

Equity-IncentiveLong-Term Equity-Based Incentive Awards. Windstream maintains an equity-based compensation program for executive officers to provide long-term incentives, to better align the interests of executives with stockholders and to provide a retention incentive. The Compensation Committee has implemented its equity-compensationequity-based compensation program as part of its goal to make a substantial portion of total direct compensation at risk. The Compensation Committee also prefers equity incentives over cash and has used it exclusively in lieu of cash as the method of providing long-term compensation incentives.at-risk.

    Each officer receivesyear NEOs receive a portion of his or hertheir total direct annual compensation for a given year in the form of long-term equity-based incentive compensation.

The Compensation Committee began granting performance-based restricted stock units (PBRSUs) instead of performance-based restricted stock in 2011 in order to provide for greater administrative flexibility for the issuance of a variable number of shares of common stock based on a range of results between threshold and maximum performance goals. If performance is achieved between the threshold and target amounts, the number of shares vested will vary accordingly. Also, the Compensation Committee has designed the PBRSUs to issue an incremental number of shares equal to 50% of the target grant amount based on achievement of a long-term

performance goal measured over the three-year vesting period of the PBRSUs and assuming that the threshold Adjusted OIBDA goal was met in each of the three fiscal performance periods covered by the vesting schedules. For the 2011 grant, this long-term overachievement goal was based on growth in total revenue, and for 2012 it was based on total shareholder return of Windstream common stock equaling the return of 50% or more of the companies in the S&P 500 Index.

All Windstream equity compensation awards have beenare issued as either time-based restricted stock performance-based restricted stock or performance-based restricted stock units (PBRSUs) under the Windstream Amended and Restated 2006 Equity Incentive Plan (“Equity Plan”). In 2011,2013, 50% of the equity compensation granted to the named executive officers (other than Mr. Gardner) was performance-based and 50% was time-based vesting. For Mr. Gardner, 100% of his 2011 annual2013 equity compensation was performance-based. Mr. Gardner also received a one-time grant of time-based restricted stock but this grant was not considered part of his ongoing annual compensation. Windstream has not issued any stock options or other

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forms of equity compensation to its directors, executive officers or other employees. The Compensation Committee believes that restricted stock or performance-based restricted stock or unit awards are a preferred mechanism of equity compensation compared to stock options or other devices that derive value from future stock price appreciation due to the high-dividend,,low-growth profile of Windstream. For 2011 and 2012, allIn addition, performance-based equity awards were granted inrestricted stock units are eligible for deduction for tax purposes under Section 162(m) of the form of PBRSUs.Internal Revenue Code.

For all outstanding grants of time-based restricted stock, executive officers have the rights of a stockholder to vote the restricted stock and to receive any cash dividends paid with respect to the restricted shares during the vesting period. For all outstanding grants of performance-based equity compensation, the dividends are accrued and paid out only when and if the performance conditions are satisfied. In 2011, Windstream placed performance targets on 100% of the annual grants of equity compensation to Mr. Gardner and 50% for all other executive officers. For 2012, named executive officers other than Mr. Gardner received 70% of their total equity compensation in the form of performance-based equity compensation, and Mr. Gardner continued to receive 100% of his total equity compensation in the form of performance-based equity compensation.

The Windstream Board of Directors has delegated responsibility for administration of the Equity Plan, including the authority to approve awards, to the Compensation Committee. It is the Compensation Committee’s policy to review and approve all annual equity compensation awards to directors, executive officers, and all other eligible employees at its first regularly scheduled meeting of each year, which is expected to occur each February. In determining the number of shares of restricted stock or performance-based restricted stock to award to any individual under the Equity Plan, the Compensation Committee divides the approved grant value for such individual by the closing stock price of Windstream Common Stock on the date that the Compensation Committee approves the award (rounded down to the nearest whole share). As a matter of policy, the Compensation Committee does not approve awards of equity compensation through the adoption of a unanimous written consent in lieu of a meeting. The following discussion addresses our annual equity compensation program during 2011.

During 2011,    In the first quarter of 2013, the Compensation Committee approved the following categoriesamounts and types of annual equityequity-based compensation awards described below to the named executive officers:officers. As with other elements of compensation, the Compensation Committee based individual equity-based incentive awards on such individual’s contributions to Windstream and the market level of compensation for such position without benchmarking against a specific percentile.

				2013 Grants of Performance-Based
				Restricted Stock Units
										Total Amount,
	2013 Grants of									Including Possible
	Time-Based									Overachievement
Named Executive Officer	Restricted Stock ($)			Threshold ($)			Target ($)			($)
Jeffery R. Gardner		—			2,049,996			4,099,991			6,149,987
Anthony W. Thomas		549,998			274,999			549,998			824,997
Brent Whittington		750,004			375,002			750,004			1,125,006
John P. Fletcher		549,998			274,999			549,998			824,997
J. David Works, Jr.		312,498			156,249			312,498			468,747

Time-Based Vesting Awards — For each executive officer other than Mr. Gardner, fifty percent (50%) of each 2011 stock award vestsRestricted Stock – These awards vest ratably over three years.years subject to continuous employment by Windstream through February 15, 2016.

Performance-Based Vesting Awards — Mr. Gardner received one hundred percent (100%), and each other executive officer received fifty percent (50%), of his or her stock annual grantsRestricted Stock Units – For 2013, all performance-based equity awards were granted in the form of performance-based restricted stock units.PBRSUs. The units vestsgrants set forth in the table above vest ratably over a three-year period with each year set as a separate performance period. The units vestsPBRSUs vest only if the performance threshold isthresholds are met and the executive is still employed on the date of vesting. For 2011,The Compensation Committee sets the performance criteriameasures for these awards each year during the three-year vesting period. It is the Compensation Committee’s goal to set such amounts at levels that it believes are difficult but achievable and designed to drive industry leading results. For fiscal 2013, the Committee selected Adjusted OIBDA as the baseline performance measure and added an overachievement measure (the “Overachievement Measure”) based on Windstream total stockholder return.

    The target Adjusted OIBDA metric for the 2013 performance period was set at 95%97% of an Adjusted OIBDA goal of $2.363 billion and the threshold was 92% of this amount. No shares are awarded under these grants if actual Adjusted OIBDA is less than the threshold and no additional amounts are awarded if actual Adjusted OIBDA exceeds the target.

    For the Overachievement Measure, each NEO is entitled to receive an additional number of shares up to 50% of his/her target payout amount if (1) Windstream achieves the Total Stockholder Return goal (as described below) over the three-year vesting period of the PBRSUs, and (2) at least 92% of the Adjusted OIBDA goal is met in each of

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the three fiscal performance periods covered by the vesting schedule. The Total Stockholder Return goal is measured by comparing Windstream total stockholder return against the cumulative total return of $2,023 million, and this goal was achieved.

For the performance period from January 1 to December 31, 2012, theS&P 500 index. The Compensation Committee has setchose the performance measure at 97%broader S&P 500 index over the S&P telecom index because the telecom index is comprised of only eight (8) companies, including AT&T and Verizon, which are not impacted by the same issues and environment given their larger size and their focus on wireless businesses. Pursuant to the Overachievement Measure, an additional 25% of shares will be issued if Windstream total stockholder return is between the 50-75th percentile of the Adjusted OIBDA goal established by the Company for the internal forecast.

Retention is a key driver of the decision to grant time-based vesting restricted stock. In addition, performance-based equity awards are also granted to align executives with key long-term Company objectivesS&P 500 and to preserve the deductibility of compensation related to awards under Section 162(m) of the Internal Revenue Code.

As discussed above, Windstream has adopted minimum share ownership guidelines that apply to Mr. Gardner and all other executive officers. The minimum share ownership guidelines are intended in part to ensure that executive officers retain a sufficient numberan additional 50% of shares of Windstream Common Stock such that they continue to have a material financial interest in Windstream which is aligned withwill be issued for performance over the shareholders. In addition, under Windstream’s insider trading compliance policy, directors75th percentile.

Severance Benefits and executive officers are prohibited from engaging in any transaction involving derivative securities intended to hedge the market risk in equity securities of Windstream other than purchases of long call options or the sale of short put options that are not closed prior to their exercise or expiration date. The policy also prohibits the purchase of shares on loan or margin and short sales.

Gardner Employment AgreementSeverance Benefits. Except for Mr.Messrs. Gardner and Works, Windstream has no agreement or plan to provide severance benefits to executive officers other than benefits that are generally available to all employees under Windstream’s severance plan and benefits available under the change-in-control agreements discussed below. During 2009, the Compensation Committee approved an extension of theThe employment agreement with Mr. Gardner that includes a severance benefit of three times base salary (at the time of severance), or $2.973$3.0 million based on Mr. Gardner’s base salary during 2011.2013. The employment agreement provides for no gross up of taxes for severance outside of a change-in-control situation. The employment agreement provides that Mr. Gardner’s base salary will be no less than $700,000 per year. If Mr. Gardner experiences a separation from service following a change of control, the severance benefits provided under the terms of the change-in-control agreements discussed below will govern, and no severance is available under the employment agreement in such circumstance. The Compensation Committee approved the foregoing severance benefit to Mr. Gardner to recognize the importance of his service and contributions to Windstream, to recognize that it would be difficult for him to find comparable employment during a short period of time following a separation, and to reflect market practice of providing similar severance benefits to the CEO position. As part of his offer letter with Windstream, Mr. Works is eligible to receive severance benefits of one times his salary and target bonus if his employment is terminated by Windstream for any reason other than cause or for resignation for good reason (as defined in his change in control agreement) prior to February 1, 2017, which is the five-year anniversary of his employment with Windstream.

Retirement Plans.    Plans.Windstream maintains a defined benefit pension plan and a qualified 401(k) defined contribution plan for its executive officers (including the NEOs) and employees. Participation in the pension plan is frozen except for certain bargaining unit employees. No executive officer is eligible for continued accruals.

Windstream maintains a Windstream’s 401(k) plan which provides for potential matching employer contributions of up to 4% of a participant’s compensation. The Compensation Committee maintains the 401(k) plan in order to provide employees with an opportunity to save for retirement with pre-tax dollars. The 401(k) plan also allows Windstream to fund its contributions to this plan in a predictable, consistent manner.

Deferred Compensation Plans.    Windstream maintains thePlans.Windstream’s 2007 Deferred Compensation Plan to provideprovides a non-qualified deferred compensation plan for its executive officers (including the NEOs) and other key employees. The Compensation Committee adopted this plan as part of its effort to provide a total compensation package that was competitive with the compensation arrangements of other companies. The plan also offers participants the ability to defer compensation above the IRS qualified plan limits.

Change-In-Control Agreements.    During 2006, theAgreements.The Compensation Committee approvedmaintains change-in-control agreements for Mr. Gardner and each executive officer (including the NEOs) in order to provide some protection to those individuals from the risk and uncertainty associated with a potential change-in-control. The Compensation Committee also adoptedmaintains the change-in-control agreements as part of its efforts to provide a total compensation package that wasis competitive with the compensation arrangements of other market participants. Prior to approving the

    The change-in-control agreements in 2006, theplace during 2012 expired on January 1, 2013. The Compensation Committee specifically engaged its compensation consultant at the timePM&P to review the payment multiples and other terms of the change-in-control

agreements, to compare such provisions against prevailing market practices, and to provide recommendations on the final terms of the agreements. When it approved the change-in-control agreements, the Compensation Committee considered the total amount of compensation that Mr. Gardner and each other executive officer would receive in a hypothetical termination under all of the change-in-control benefits described below.

Based on the foregoing, the Compensation Committee approved the payment of change-in-control benefits to Mr. Gardner and the other executive officers on a “double-trigger” basis, which means that a change-in-control of Windstream must occur and the officer’s employment with Windstream must be terminated through either a resignation for “good reason” or a termination without “cause” (as those terms are defined in the change-in-control agreement). As a result, Windstream

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entered into new change-in-control agreements with its NEOs effective January 1, 2013. The terms of the new change-in-control agreements are generally the same as the prior agreements, except that the new agreements do not provide for a gross-up payment to any NEOs to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 of the Internal Revenue Code. Instead, under the change-in-control agreements if such excise taxes would be imposed, the executive will either receive all of the benefits to which he or she is entitled under the agreement, subject to the excise tax, or have his or her benefits under the agreement reduced to a level at which the excise tax will not apply, depending upon which approach would provide the executive with the greater net after-tax benefit. Upon a qualifying separation from service, the executive officers are eligible forto receive a cash, lump sum payment based upon a multiple of base salary and target bonus of three times for Messrs. Gardner, Whittington, and Fletcher and two times for all other named executive officers.

In the event of a change-in-control, Windstream has also agreed to provide lump sum cash payments equalNEOs. Refer to the value of medical and dental benefits“Potential Payment Upon Termination or Change-in-Control” section for a period of 36 months for Messrs. Gardner, Whittington, and Fletcher and 24 months for all other named executive officers. Windstream has also agreed to provide, at its expense, outplacement services from a recognized outplacement provider, except that Windstream’s cost for such services will not exceed $50,000 in the case of Messrs. Gardner, Whittington, and Fletcher and $25,000 in the case of any other named executive officer. Also, under the terms of Windstream’s agreements for its equity compensation awards of restricted stock or performance-based restricted stock or units, the unvested equity awards held by the executive officers will vest on a “double-trigger” basis that is substantially similar to the events that trigger the cash payments under the change-in-control agreements. For change-in-control agreements adopted prior to 2009, Windstream is obligated to reimburse each executive officer for excise taxes imposed on such individual pursuant to Section 4999 of the Internal Revenue Code as a result of the foregoing payments if the payments exceed 110% of the greatest amount payable to the executive without triggering excise taxes. The change-in-control agreements were amended in 2008 to complydetails associated with the final regulations issued under Section 409A of the Internal Revenue Code and to clarify the scope of the non-compete provisions. In consideration of these changes, the term of the agreements was extended by one year to expire January 1, 2013. No changes have been made to the change-in-control agreements since 2008, except that change-in-control agreements entered into with executive officers since 2008 have not included a gross-up provision for excise taxes imposed by Section 4999. Ms. Nash’s change-in-control agreement does not include a gross-up provision.Change-in-Control Agreement.

Perquisites and Other Benefits.    Beginning in 2009, the reimbursement of country club and financial planning expenses was discontinued for all participants with no adjustment to compensation and no new perquisite programs.Benefits.

Windstream permits limited personal use of Windstream’s corporate aircraft by Mr. Gardner and the other named executive officers. Under Windstream’s policy, this use cannot interfere with other required business use of the aircraft. Mr.Due to the extensive travel demands on their schedules, Messrs. Gardner isand Whittington are allowed to utilize Windstream’sthe corporate aircraft for personal use more often than the other named executive officers, pursuant to a time-sharing arrangementarrangements in which Mr. Gardner reimbursesthey reimburse Windstream for the incremental cost of such use, which primarily includes costs for fuel, maintenance charges allocable to such use and contract-pilot charges, and excludes depreciation of the aircraft, general maintenance, compensation of Windstream’s employee pilots, and other general charges related to ownership of the aircraft. Other named executive officers are allowed to have family members and personal guests accompany them on a business trip on the aircraft, subject to seat availability and prior approval of Mr. Gardner. Any other personal use of the aircraft by the other named executive officers is permitted only as approved in advance by Mr. Gardner. The Compensation Committee monitors the use by Mr. Gardner and all named executive officers to ensure the amount of usage is reasonable. Windstream believes that personal use of aircraft for Mr. Gardner and other senior executives is a reasonable benefit in light of the significant demands that are imposed on their schedules as a result of their responsibilities to Windstream.

Clawback PolicyStock Ownership/Insider Trading Policies.Windstream’s minimum share ownership guidelines apply to Mr. Gardner and all other executive officers. The Boardguidelines are described in this proxy statement under the heading “Stock Ownership Guidelines.”The minimum share ownership guidelines are intended in part to ensure that executive officers retain a sufficient number of Directors, uponshares of Windstream Common Stock such that they continue to have a material financial interest in Windstream which is aligned with the recommendationstockholders. In addition, under Windstream’s insider trading compliance policy, directors and executive officers are prohibited from engaging in any transaction involving derivative securities intended to hedge the market risk in equity securities of Windstream other than purchases of long call options or the sale of short put options that are not closed prior to their exercise or expiration date. The policy also prohibits the purchase of shares on loan or margin and short sales.

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COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

This report provides information concerning the Compensation Committee has adopted a clawback policy that requires executive officers to repay or forfeit covered compensation under the

conditions set forth in the policy. See “Compensation of Named Executive Officers – Clawback Policy” for a description of the terms of the policy. TheWindstream Holdings, Inc.’s Board of DirectorsDirectors. The Compensation Committee’s Charter is available on the Investor Relations page of Windstream acting solely through its independent directors, is the administrator of the policy. The policy applies to covered compensation granted or awarded on or after January 1, 2010, including severance payments that may be issued after January 1, 2010 under Windstream’s existing change-in-control agreements. The Compensation Committee intends to modify the clawback policy to comply with the final regulations to be issued by the SEC pursuant to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Holdings, Inc.’s website atOther Services Performed By Compensation Consultantwww.windstream.com/investors. The Compensation Committee has adopted a policy that the compensation consultant to the Compensation Committee should not perform any other services to Windstream,is comprised entirely of independent directors, as defined and PM&P performed no services to Windstream during 2011 other than in its role as compensation consultant to the Compensation Committee.required by NASDAQ listing standards.

2012 Compensation.    The Compensation Committee has approved an executive compensation programreviewed the disclosures under the caption “Compensation Discussion and Analysis” contained in Windstream Holdings, Inc.’s Proxy Statement on Schedule 14A for 2012 that is consistentthe 2014 Annual Meeting of Stockholders and has discussed such disclosures with past practice subject to the following principal changes in program design. For 2012,management of Windstream Holdings, Inc. Based on such review and discussion, the Compensation Committee established the performance objective for its annual cash incentive plan based on achievement of Windstream’s Adjusted OIBDA as well as achievement of Windstream’s strategic revenue. As in prior years, each performance metric is set at a level that is difficult but achievable and designedrecommended to drive industry leading results. The Compensation Committee continued grants of performance-based equity awards in the form of performance-based restricted stock units (“PBRSUs”) that vest at threshold and target levels based on achievement of Adjusted OIBDA. The PBRSUs will accrue dividend equivalents to be paid if performance-based conditions are satisfied. The Compensation Committee increased the percentage of equity awards granted in the form of performance-based equity awards to 70% (up from 50% in 2011) for named executive officers other than Mr. Gardner and continued to grant all equity awards to Mr. Gardner in the form of performance-based equity awards. The PBRSUs provide for the issuance of additional shares above target level (which will not accrue dividends) for achievement of total shareholder return compared to the S&P 500 over a three-year period, as well as reduced amounts if Adjusted OIBDA performance falls between threshold and target criteria.

Compensation of Directors

During 2011, Windstream non-employee directors received the following compensation: (1) an annual cash retainer of $60,000, (2) a cash fee of $2,000 for each Board and committee meeting attended, except that no fees were paid for periodic informational update meetings and Governance Committee meetings, and (3) an annual grant of $80,000 in restricted stock under the Equity Plan. The restricted shares granted to non-employee directors vest if the grantee continues to serve on the Board for the period beginning on the date of grant and ending on February 15 of the following year or earlier, if the grantee dies or becomes permanently disabled while serving on the Board or a change of control of Windstream occurs. In addition, in 2011, the chairs of the Audit and Compensation Committees received additional annual cash retainers of $20,000 and $15,000, respectively. The Board chairman received an additional annual cash retainer of $100,000 for his service as non-executive chairman. All non-employee directors have the option to elect to receive any cash retainer in the form of Windstream Common Stock. Beginning in 2012, the chair of the Governance Committee will receive an additional annual cash retainer of $15,000 and the cash fee of $2,000 will be paid for meetings of the Governance Committee.

Board members receive pro-rated amounts of the annual cash retainer and the annual restricted stock grant for the portion of the first year in which they are appointed or elected to serve as a Board member or Committee Chair.

The following table shows the compensation paid to the non-employee directors of the Windstream Board during 2011:

DIRECTOR COMPENSATION

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($) (1)				Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)				All Other Compensation ($) (2)				Total ($)
Carol B. Armitage			88,000				79,995				N/A				170				168,165
Samuel E. Beall, III			86,000				79,995				N/A				170				166,165
Dennis E. Foster			186,000	(3)			79,995				N/A				170				266,165
Francis X. Frantz			80,000				79,995				257,524	(4)			170				417,689
Jeffrey T. Hinson			108,000				79,995				N/A				170				188,165
Judy K. Jones			88,000				79,995				N/A				170				168,165
William A. Montgomery			101,000				79,995				N/A				170				181,165
Alan L. Wells			80,000				79,995				N/A				170				160,165

(1)    All stock award amounts inof Directors that the table above reflect the aggregate fair value on the grant date based on the closing price per share of Windstream Common Stock on the date of grant of the restricted stock, computed in accordance with FASB ASC Topic 718.

(2)    Includes payments of $170.37 for travel insurance available for all directors.

(3)    Mr. Foster elected to receive $60,000 of the $186,000“Compensation Discussion and Analysis” be included in Windstream common stock instead of cash.

(4)    Amount reflects change in pension valueHoldings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and Windstream Pension PlanHoldings, Inc.’s Proxy Statement on Schedule 14A for the 2014 Annual Meeting of Stockholders for filing with the Securities and Benefit Restoration Plan.Exchange Commission.

The Compensation Committee

Samuel E. Beall, III,Chairman

Dennis E. Foster

William A. Montgomery

Alan L. Wells

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Compensation of Named Executive Officers

The following table shows the compensation paid during all of 20112013 by Windstream to Windstream’sits President and Chief Executive Officer, Windstream’s Chief Financial Officer, and Windstream’s other three most highly compensated executive officers who were serving as executive officers on December 31, 2011.

2013.

SUMMARY COMPENSATION TABLE

											Change in
											Pension Value
											and Non-Qualified
								Non-Equity			Deferred
					Stock Awards			Incentive Plan			Compensation			All Other
Name and		Salary			($)			Compensation			Earnings			Compensation			Total
Principal Position	Year	($)			(1) (2)			($) (3)			($) (4)			($) (5)			($)
Jeffery R. Gardner	2013		1,000,000			5,007,367			969,435			—			90,840		7,067,642
President and CEO	2012		998,615			5,199,553			1,215,000			465,075			117,107		7,995,350
	2011		991,000			6,536,104			1,738,246			389,362			132,747		9,787,459
Anthony W. Thomas	2013		500,000			1,277,576			287,240			—			56,299		2,121,115
CFO	2012		496,154			1,004,561			360,000			27,199			53,594		1,941,508
	2011		466,788			689,453			533,226			20,016			43,296		1,752,779
Brent Whittington	2013		635,000			1,725,226			364,795			—			47,010		2,772,031
COO	2012		631,923			1,392,297			457,200			14,279			74,879		2,570,578
	2011		612,981			1,078,301			690,387			10,508			81,834		2,474,011
John P. Fletcher	2013		500,000			1,277,576			287,240			—			52,371		2,117,187
EVP, General Counsel & Secretary	2012		496,154			1,034,753			360,000			—			59,611		1,950,518
	2011		470,288			816,113			533,226			—			54,129		1,873,756
J. David Works, Jr.	2013		430,000			606,749			216,148			—			38,805		1,291,702
EVP-Chief Human Resources Officer (6)

(1)

The amounts included in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718. The fair value reflects the expected future cash flows of dividends and therefore dividends on unvested shares are not separately disclosed. The amounts in this column for each fiscal year exclude the effect of any estimated forfeitures of such awards. The assumptions used in the calculation of these amounts are included in our audited consolidated financial statements for fiscal year 2013, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

As discussed in further detail in footnotes 1-3 and 9 to the Grants of Plan-Based Awards table below, the information provided in the Stock Awards column does not reflect the manner in which the Compensation Committee viewed or determined the equity compensation values for the named executive officers. Specifically, under applicable SEC rules, the grant date fair values for the performance-based restricted stock or units is calculated based on the stock price when the target for each performance period is set. As a result, from the standpoint of allocating compensation to a particular fiscal period for purposes of this column, there is a disparity between the value approved by the Compensation Committee and the amounts reported above for each of the periods set forth in the column. For a discussion of the values considered by the Compensation Committee when awarding equity compensation in 2013, see the section titled “Long-Term Equity Based Incentive Awards” in the CD&A.

Name and   Principal Position

(2)

No options have been awarded by Windstream for any fiscal period.

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(3)		Salary ($)These amounts represent payments made under the short-term incentive plan on performance in 2013. The payments were paid on February 28, 2014. More discussion regarding the targets and results can be found in the section titled “Short-Term Cash Incentive Payment” in the CD&A.
(4)		Pension plan values for Messrs. Gardner, Thomas and Whittington decreased $371,836, $27,216, and $14,287, respectivelyduring 2013. Messrs. Works and Fletcher do not participate in the pension plan.
(5)		The amounts shown in this column are comprised of (i) company matching contributions under the Windstream 401(k) Plan and the Windstream 2007 Deferred Compensation Plan, (ii) imputed income for value over $50,000 of life insurance coverage provided by Windstream, (iii) the valuation of the individual’s personal use of the Company plane based on the incremental cost to Windstream of such usage, which primarily includes costs for fuel, maintenance charges allocable to such use, and contract-pilot charges and excludes depreciation of the aircraft, general maintenance, compensation of Windstream’s employee pilots and other general charges related to ownership of the aircraft, and (iv) other is predominately made up of healthy rewards program incentives (which are generally available to all employees) and cell phone allowances, in each case for and on behalf of the named officers as follows:

					Imputed Life
		Company			Insurance,
		Contributions			Aircraft Use,			Total
Name	Year	to Plans ($)			and Other ($)			($)
Jeffery R. Gardner	2013		87,618			3,222		90,840
	2012		114,334			2,773		117,107
	2011		129,334			3,413		132,747
Anthony W. Thomas	2013		30,800			25,499		56,299
	2012		39,443			14,151		53,594
	2011		39,608			3,688		43,296
Brent Whittington	2013		43,688			3,322		47,010
	2012		52,892			21,987		74,879
	2011		59,263			22,571		81,834
John P. Fletcher	2013		34,400			17,971		52,371
	2012		41,175			18,436		59,611
	2011		44,272			9,857		54,129
J. David Works, Jr.	2013		28,036			10,769		38,805

(6)		Bonus ($)		Stock Awards ($) (2) (3)				Non-Equity Incentive Plan   Compensation   ($)				ChangeMr. Works was not a NEO in   Pension Value   and Non- Qualified Deferred   Compensation   Earnings ($) (4)				All Other   Compensation   ($) (5)				Total ($)
Jeffery R. Gardner   President and   CEO		2011 2010 2009			991,000 991,000 991,000			-0- -0- -0-			6,536,104 3,517,827 3,407,571				1,738,246 2,242,347 920,002				389,362 472,454 395,899				132,747 106,108 112,918				9,787,459 7,329,736 5,827,390
Anthony W. Thomas   CFO		2011 2010 2009			466,788 404,712 308,077			-0- -0- -0-			689,453 1,158,753 212,124				533,226 524,587 155,152				20,016 13,991 7,614				43,296 27,146 22,107				1,752,779 2,129,189 705,074
Brent Whittington   COO		2011 2010 2009			612,981 593,269 519,231			-0- -0- -0-			1,078,301 1,640,334 770,406				690,387 868,881 357,418				10,508 7,344 7,180				81,834 76,654 54,265				2,474,011 3,186,482 1,708,500
John P. Fletcher   EVP, General   Counsel & Secretary		2011 2010 2009			470,288 436,298 412,500			-0- -0- -0-			816,113 1,376,457 520,357				533,226 637,180 268,063				-0- -0- -0-				54,129 30,808 38,280				1,873,756 2,480,743 1,239,200
Cynthia B. Nash   Chief Information Officer(1)		2011 2010			345,962 317,308			-0- -0-			400,210 788,297				294,677 318,590				-0- -0-				26,987 16,363				1,067,835 1,440,558	2012 or 2011.

____________________

(1)    Ms. Nash was not a named executive officer in 2009.

(2)    The amounts included in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASCTopic 718. The fair value reflects the expected future cash flows of dividends and therefore dividends on unvested shares are not separately disclosed. The amounts in this column for each fiscal year exclude the effect of any estimated forfeitures of such awards. The assumptions used in the calculation of these amounts are included in our audited consolidated financial statements for fiscal year 2011, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

The information provided in the Stock Awards column does not reflect the manner in which the Compensation Committee viewed or determined the equity compensation values for the named executive officers. Specifically, under applicable SEC rules, the grant date fair values for the performance-based restricted stock or units is calculated based on the stock price when the target for each performance period is set. As a result, from the standpoint of allocating compensation to a particular fiscal period, there is a disparity between the value approved by the Compensation Committee and the amounts reported above.

(3)    In 2011, Mr. Gardner received an annual grant of $3.6 million in PBRSUs that vests ratably over three years and a $2 million grant of time-based restricted stock that vests 100% on February 15, 2014, subject in each case to continuous employment through the vesting date.

(4)    Amounts for 2011 for Messrs. Gardner, Thomas and Whittington reflect increase in pension value only.

(5)    “All Other Compensation” in 2011 includes (i) Company matching contributions under the Windstream 401(k) Plan for Messrs. Gardner, Thomas, Whittington, Fletcher and Ms. Nash in the amount of $9,800, (ii) Company matching contributions under the Windstream 2007 Deferred Compensation Plan for Messrs. Gardner, Thomas, Whittington, Fletcher and Ms. Nash in the amounts of $119,534, $29,808, $49,463, $34,472 and $16,759, respectively, (iii) the valuation of the individual’s personal use of Company plane based on the incremental cost to the Company of such usage, which primarily includes costs for fuel, maintenance charges allocable to such use, and contract-pilot charges and excludes depreciation of the aircraft, general maintenance, compensation of Windstream’s employee pilots and other general charges related to ownership of the aircraft,and (iv) imputed income for value over $50,000 of life insurance coverage provided by the Company.

Information On Plan-Based Awards

The following table shows information regarding grants of plan-based awards, including equity and non-equity incentive plans, made by Windstream during 20112013 to the individuals named below. All equity grants made in 20112013 were made pursuant to the Amended and Restated 2006 Equity Incentive Plan. All non-equity grants made in 20112013 were made pursuant to the Company’sWindstream’s short-term cash incentive plans described above. The following table reflectsin the grant date fair value under applicable accounting rules allocable tosection titled “Short-Term Cash Incentive Payments” in the 2011 performance period for the tranches of the 2009, 2010 and 2011 performance-based equity awards that vested in 2012. As a result, from the standpoint of allocating compensation to a particular fiscal period, there is a disparity between the annual grant values approved by the Compensation Committee and the amounts reported below.CD&A.

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GRANTS OF PLAN-BASED AWARDS

								All Other	Grant Date
								Stock Awards:	Fair Value
								Number	of Stock
		Estimated Future Payouts Under			Estimated Future Payouts Under Equity			of Shares	and Option
		Non-Equity Incentive Plan Award			Incentive Plan Awards			of Stock	Awards
	Grant	Threshold	Target	Maximum	Threshold	Target	Maximum	or Units	($)
Name	Date	($)	($)	($)	(#)	(#)	(#)	(#) (7)	(9)
Jeffery R. Gardner	2/5/13	675,000	1,350,000	2,700,000	69,657 (1)	139,314 (1)	208,971 (4)			2,050,005
	2/5/13				54,930 (2)	109,860 (2)	164,790 (5)			1,616,590
	2/5/13				45,558 (3)	91,116 (3)	136,674 (6)			1,340,772
Anthony W. Thomas	2/5/13	200,000	400,000	800,000	9,345 (1)	18,689 (1)	28,034 (4)			275,003
	2/5/13				10,316 (2)	20,632 (2)	30,948 (5)			303,600
	2/5/13				5,062 (3)	10,124 (3)	15,186 (6)			148,975
	2/5/13							56,065 (8)		549,998
Brent Whittington	2/5/13	254,000	508,000	1,016,000	12,743 (1)	25,485 (1)	38,228 (4)			375,007
	2/5/13				14,068 (2)	28,135 (2)	42,203 (5)			414,002
	2/5/13				6,328 (3)	12,655 (3)	18,982 (6)			186,213
	2/5/13							76,453 (8)		750,004
John P. Fletcher	2/5/13	200,000	400,000	800,000	9,345 (1)	18,689 (1)	28,034 (4)			275,003
	2/5/13				10,316 (2)	20,632 (2)	30,948 (5)			303,600
	2/5/13				5,062 (3)	10,124 (3)	15,186 (6)			148,975
	2/5/13							56,065 (8)		549,998
J. David Works, Jr.	2/5/13	150,500	301,000	602,000	5,310 (1)	10,619 (1)	15,929 (4)			156,254
	2/5/13				4,689 (2)	9,378 (2)	14,067 (5)			137,997
	2/5/13							31,855 (8)		312,498

(1)		These amounts represent one-third (1/3) of the threshold and target amounts of an award of performance-based restricted stock units (or PBRSUs) granted to the named executive officer in 2013 that vest ratably over a three-year period with each year set as a separate performance period. The Compensation Committee sets the threshold and target Adjusted OIBDA amount each year during the three-year vesting period. Pursuant to SEC rules and applicable accounting rules, because the Compensation Committee sets the annual performance targets at the start of each respective performance period, only the grant date fair value of the portion of the grant subject to a particular performance period is reported in this table, which results in a disparity between the annual grant values approved by the Compensation Committee and the amounts reported above.
		Accordingly, these amounts represent only the first tranche of the total grant of PBRSUs in 2013 (i.e., the portion of the 2013 grant allocated to the 2013 performance period). The aggregate target amount of the first, second and third tranches of the 2013 grant of PBRSUs is referred to herein as the “Total Target Amount.”
(2)		These amounts represent one-third (1/3) of the threshold and target amounts of an award of performance-based restricted stock units (or PBRSUs) granted to the named executive officer in 2012 that vest ratably over a three-year period with each year set as a separate performance period. The Compensation Committee sets the threshold and target Adjusted OIBDA amount each year during the three-year vesting period. As stated above, pursuant to SEC rules and applicable accounting rules, because the Compensation Committee sets the annual performance targets at the start of each respective performance period, only the grant date fair value of the portion of the grant subject to a particular performance period is reported in this table, which results in a disparity between the annual grant values approved by the Compensation Committee and the amounts reported above.
		Accordingly, these amounts represent only the second tranche of the total grant of PBRSUs in 2012 (i.e., the portion of the 2012 grant allocated to the 2013 performance period).

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(3)		These amounts represent one-third (1/3) of the threshold and target amounts of an award of performance-based restricted stock units (or PBRSUs) granted to the named executive officer in 2011 that vest ratably over a three-year period with each year set as a separate performance period. The Compensation Committee sets the threshold and target Adjusted OIBDA amount each year during the three-year vesting period. As stated above, pursuant to SEC rules and applicable accounting rules, because the Compensation Committee sets the annual performance targets at the start of each respective performance period, only the grant date fair value of the portion of the grant subject to a particular performance period is reported in this table, which results in a disparity between the annual grant values approved by the Compensation Committee and the amounts reported above.
		Accordingly, these amounts represent only the third tranche of the total grant of PBRSUs in 2011 (i.e., the portion of the 2011 grant allocated to the 2013 performance period).
(4)		While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal, these amounts equal the sum of the target amount of the first tranche of the 2013 grant of PBRSUs plus one-third (1/3) of the Overachievement Amount (as defined below). Pursuant to the 2013 grant of PBRSUs, each NEO is entitled to receive an additional number of shares following completion of the three-year vesting period equal to 50% of his/her Total Target Amount (the “Overachievement Amount”) if (i) Windstream’s total stockholder return exceeds 75% of the S&P 500 during the vesting period, and (ii) at least 92% of the Adjusted OIBDA goal is met in each of the three fiscal performance periods covered by the three-year vesting period.
(5)		While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal, these amounts equal the sum of the target amount of the second tranche of the 2012 grant of PBRSUs plus one-third (1/3) of the Overachievement Amount (as defined below). Pursuant to the 2012 grant of PBRSUs, each NEO is entitled to receive an additional number of shares following completion of the three-year vesting period equal to 50% of his/her Total Target Amount (the “Overachievement Amount”) if (i) Windstream’s total stockholder return exceeds 75% of the S&P 500 during the vesting period, and (ii) at least 92% of the Adjusted OIBDA goal is met in each of the three fiscal performance periods covered by the three-year vesting period.
(6)		While no additional amounts are awarded if actual Adjusted OIBDA exceeds the target performance goal, these amounts equal the sum of the target amount of the third tranche of the 2011 grant of PBRSUs plus one-third (1/3) of the Overachievement Amount. Pursuant to the 2011 grant of PBRSUs, each NEO is entitled to receive the Overachievement Amount following completion of the three-year vesting period if (i) Windstream achieves revenue growth over the three-year vesting period of the 2011 grant, and (ii) at least 92% of the Adjusted OIBDA goal is met in each of the three fiscal performance periods covered by the three-year vesting period.
(7)		No options have been awarded by Windstream for fiscal years 2013, 2012 and 2011 to Messrs. Gardner, Thomas, Whittington, Fletcher or Works.
(8)		Represents restricted stock granted to the NEO that will vest ratably in one-third (1/3) annual increments subject to continuous employment through February 15, 2016.
(9)		Represents the grant date fair value calculated in accordance with applicable standards for financial statement reporting purposes in accordance with FASB ASC Topic 718. The grant date fair values for the time-vesting restricted stock is determined on the closing stock price of Windstream Common Stock on the date of grant. The grant date fair values of the performance-based equity awards and the Overachievement Amount are based on the stock price of Windstream Common Stock on the date of the grant, which is considered the date the performance targets were set. Shares related to the 2013, 2012 and 2011 overachievement amounts cliff vest in 2016, 2015 and 2014, respectively, if at all, based on the performance criteria described above. Because the overachievement amounts are conditioned upon achievement of at least the threshold level of the Adjusted OIBDA goal set by the Compensation Committee at the start of each performance period, only one-third (1/3) of the overachievement shares related to the 2013, 2012 and 2011 criteria were included in the grant date fair value calculation.

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Name		Grant/ Target Date		Estimated Future Payouts Under Non-Equity Incentive Plan Award												Estimated Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units (#)				Grant Date Fair Value of Stock and Option Awards ($) (4)
				Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#) (1)				Maximum (#)
Jeffery R. Gardner		2/8/11 2/8/11 2/8/11			619,375				1,238,750				2,477,500				45,558				91,116 254,594				136,674				151,860	(2)			1,047,799 3,488,309 1,999,996
Anthony W. Thomas		2/8/11 2/8/11 2/8/11			190,000				380,000				760,000				5,062				10,124 12,884				15,186				30,372	(3)			116,422 173,031 399,999
Brent Whittington		2/8/11 2/8/11 2/8/11			246,000				492,000				984,000				6,327				12,655 31,824				18,982				37,965	(3)			145,528 433,774 499,999
John P. Fletcher		2/8/11 2/8/11 2/8/11			190,000				380,000				760,000				5,062				10,124 22,025				15,186				30,372	(3)			116,422 299,692 399,999
Cynthia B. Nash		2/8/11 2/8/11 2/8/11			105,000				210,000				420,000				2,531				5,062 10,452				7,593				15,186	(3)			58,211 141,999 200,000

(1)    These amounts represent one-third (1/3) of the threshold and target amounts of an award of performance-based restricted stock units (or PBRSUs) granted to the named executive officer in 2009, 2010 and 2011 that vest ratably over a three-year period with each year set as a separate performance period. The Compensation Committee sets the threshold and target Adjusted OIBDA amount each year during the three-year vesting period. Pursuant to SEC rules and applicable accounting rules, because the Compensation Committee sets the annual performance targets at the start of each respective performance period, only the grant date fair value of the portion of the grant subject to a particular performance period is reported in this table, which results in a disparity between the annual grant values approved by the Compensation Committee and the amounts reported above.

(2)    Equity awards vest in full subject to continuous employment through February 15, 2014.

(3)    Equity awards vest ratably in one-third ( ¹/3) annual increments subject to continuous employment through February 15, 2014.

(4)    Represents the grant date fair value calculated in accordance with applicable standards for financial statement reporting purposes in accordance with FASB ASC Topic 718.

For 2012, the Compensation Committee granted one-hundred percent (100%) performance-based restricted stock units for Mr. Gardner with a grant date value of $4.1 million and seventy percent (70%) performance-based restricted stock units and thirty percent (30%) time-based restricted stock for Messrs. Thomas, Whittington, Fletcher and Ms. Nash in the amounts of $1,100,000, $1,500,000, $1,100,000 and $500,000, respectively.

The following table shows information regarding outstanding awards under the Windstream equity incentive plans held by the individuals named below as of December 31, 2011.2013. All awards represent grants of restricted stock or units under the Equity Plan.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

	Stock Awards (1)
				Time-Based Vesting											Performance-Based
				Restricted Stock											Vesting Restricted Stock or Units
																					Equity Incentive Plan
															Equity Incentive Plan						Awards: Market or Payout
										Market Value of					Awards: Number of						Value of Unearned
				Number of Shares or						Shares or Units of					Unearned Shares, Units or						Shares, Units or Other
				Units of Stock That						Stock That Have Not					Other Rights That Have Not						Rights That Have Not
	Name			Have Not Vested (#)						Vested ($) (2)					Vested (#)						Vested ($) (2)
	Jeffery R. Gardner				151,860	(6)					1,211,843					476,964	(3)					3,806,173
					—						—					431,963	(4)					3,303,425
					—						—					348,283	(5)					2,779,294
	2013 Total				151,860						1,211,843					1,239,210						9,888,892
	Anthony W. Thomas				37,655	(6)					300,487					64,631	(3)					515,755
					27,530	(7)					219,689					70,268	(4)					560,739
					18,688	(8)					149,130					46,720	(5)					372,826
	2013 Total				83,873						669,307					181,619						1,449,320
	Brent Whittington				50,198	(6)					400,580					85,258	(3)					680,355
					37,541	(7)					299,577					95,822	(4)					764,656
					25,484	(8)					203,362					63,710	(5)					508,406
	2013 Total				113,223						903,520					244,789						1,953,416
	John P. Fletcher				37,655	(6)					300,487					64,631	(3)					515,755
					27,530	(7)					219,689					70,268	(4)					560,739
					18,688	(8)					149,130					46,720	(5)					372,826
	2013 Total				83,873						669,307					181,619						1,449,320
	J. David Works, Jr.				28,035	(6)					223,719					19,997	(3)					159,576
					28,034	(7)					223,711					34,063	(4)					271,823
					10,618	(8)					84,732					26,545	(5)					211,829
	2013 Total				66,687						532,162					80,605						643,228

(1)		There are no outstanding awards of stock options for any NEO of Windstream.
(2)		Market value calculated using the closing price of Windstream Common Stock on December 31, 2013, which was $7.98.
(3)		Performance-based shares were scheduled to vest on February 15, 2014, if at all, based on achievement of performance objectives set by the Compensation Committee for fiscal 2013. Also includes overachievement shares related to the 2011 grant of PBRSUs as noted in footnote 6 of the “Grants of Plan-Based Awards” table. As a result of actual performance, 100% of the shares reported vested on February 15, 2014.
(4)		Performance-based shares will vest February 15, 2015, if at all, if Windstream achieves the performance objectives set by the Compensation Committee for fiscal 2014. See section titled “2014 Compensation Actions” in the CD&A. Also includes overachievement shares related to the 2012 grant of PBRSUs as noted in footnote (5) of the “Grants of Plan-Based Awards” table.
(5)		Performance-based shares will vest on February 15, 2016, if Windstream achieves the performance objectives set for fiscal 2015, which have not yet been established by the Compensation Committee. Also includes overachievement shares related to the 2013 grant of PBRSUs as noted in footnote 4 of the “Grants of Plan-Based Awards” table.
(6)		Shares vested in full on February 15, 2014.

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(7)		Shares vest in full on February 15, 2015.
(8)		Shares vest in full on February 15, 2016.

________________________

    

Stock Awards (1)
		Time-Based Vesting Restricted Stock								Performance-Based Vesting Restricted Stock
Name		Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($) (2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Jeffery R. Gardner			151,860(10)				1,782,836				345,710(3)				4,058,635
											207,620(4)				2,437,459
											91,116(5)				1,069,702
			151,860				1,782,836				644,446				7,565,796
Anthony W. Thomas			23,008(6)				270,114				23,008(3)				270,114
			18,214(7)				213,832				18,214(4)				213,832
			10,124(8)				118,856				10,124(5)				118,856
			65,217(9)				765,648				-0-				-0-
			116,563				1,368,450				51,346				602,802
Brent Whittington			44,479(6)				522,183				44,479(3)				522,183
			27,218(7)				319,539				27,218(4)				319,539
			12,655(8)				148,570				12,655(5)				148,570
			65,217(9)				765,648				-0-				-0-
			149,569				1,755,940				84,352				990,292
John P. Fletcher			32,149(6)				377,429				32,149(3)				377,429
			20,641(7)				242,325				20,641(4)				242,325
			10,124(8)				118,856				10,124(5)				118,856
			65,217(9)				765,648				-0-				-0-
			128,131				1,504,258				62,914				783,610
Cynthia B. Nash			15,514(6)				182,134				15,514(3)				182,134
			10,239(7)				120,206				10,239(4)				120,206
			5,062(8)				59,428				5,062(5)				59,428
			43,478(9)				510,432				-0-				-0-
			74,293				872,200				30,815				361,768

(1)    Windstream named executive officers have no outstanding awards of stock options.

(2)    Market value calculated using the closing price of Windstream Common Stock on December 30, 2011, which was $11.74.

(3)    Performance-based shares vested ratably in annual one-third (1/3) increments over the three-year period ending February 15, 2012 if Windstream also achieves the performance objectives for such annual period, and those objectives were achieved.

(4)    Performance-based shares vest ratably in annual one-third (1/3) increments over the three-year period ending February 15, 2013 if Windstream also achieves the performance objectives for such annual period.

(5)    Performance-based shares vest ratably in annual one-third (1/3) increments over the three-year period ending February 15, 2014 if Windstream also achieves the performance objectives for such annual period.

(6)    Shares vested ratably in annual one-third (1/3) increments over the three-year period ending February 15, 2012.

(7)    Shares vest ratably in annual one-third (1/3) increments over the three-year period ending February 15, 2013.

(8)    Shares vest ratably in annual one-third (1/3) increments over the three-year period ending February 15, 2014.

(9)    Shares vest in full on August 15, 2013.

(10)    Shares vest in full on February 15, 2014.

The following table shows information regarding the exercise or vesting of equity-based awards of Windstream during 20112013 by the individuals named below.

OPTION EXERCISES AND STOCK VESTED

	Stock Awards (1)
	Number of Shares			Value Realized
	Acquired on Vesting			on Vesting
Name	(#)			($)
Jeffery R. Gardner		317,481 (2)			2,835,105
Anthony W. Thomas		65,904 (2)			588,523
		65,217 (3)			533,475
Brent Whittington		94,629 (2)			845,037
		65,217 (3)			533,475
John P. Fletcher		70,758 (2)			631,869
		65,217 (3)			533,475
J. David Works, Jr.		26,796 (2)			239,288

(1)		Windstream does not grant stock options and therefore had no option exercises by any NEO in 2013.
(2)		Shares vested on February 15, 2013 with a closing price of $8.93.
(3)		Shares vested on August 15, 2013 with a closing price of $8.18.

________________________

Name		Stock Awards (1)
		Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($) (2)
Jeffery R. Gardner			363,685				4,815,189
Anthony W. Thomas			33,346				441,501
Brent Whittington			90,920				1,203,781
John P. Fletcher			62,230				823,925
Cynthia B. Nash			29,236				387,085

(1)    Windstream does not grant stock options and had no exercises for executive officers in 2011.

(2)    Shares vested on February 15, 2011 with a closing price of $13.24.Pension Benefits

Pension Benefits

The following is a brief summary of the material terms of the retirement plans maintained by Windstream.

Windstream Pension PlanPlan.. Windstream maintains the Windstream Pension Plan (“Pension Plan”), which is a tax-qualified defined benefit plan. The Pension Plan generally covers salaried and non-salaried employees of Windstream and those subsidiary companies that have adopted the Pension Plan. Accruals are frozen for non-bargaining employees. No named executive officers are eligible for continuing accruals under the Pension Plan as of the end of 2011.2010.

The Pension Plan’s accrued benefit is payable in the form of a monthly life annuity following normal retirement at age 65 (or, if later, at five years of service or at the fifth anniversary of participation). The accrued benefit is also payable in a monthly life annuity following early retirement at or after age 55 with at least 20 years of service (with reduction in the life annuity of 0.25% for each month that commencement precedes age 60) or at or after age 60 with 15 years of service (with reduction in the life annuity of 0.25% for each month that commencement precedes age 65 for a participant whose benefit commences before age 62). As of the end of 2011,2013, no named executive officers satisfied the foregoing age and service requirements to commence receipt of an early retirement benefit under the Pension Plan.

For deferred vested participants (i.e. those who terminate employment before early retirement), the accrued benefit is payable in a monthly life annuity beginning at normal retirement age. If a deferred vested participant has 15 years of service, the accrued benefit is also payable in a monthly life annuity beginning as early as age 60 (with reduction in the life annuity of 0.50% for each month commencement precedes age 65),

and, if the deferred vested participant has at least 20 years of service, the accrued benefit is also payable in a monthly life annuity beginning as early as age 55 (with reduction in the life annuity of 0.50% for each month commencement precedes age 65).

For a participant eligible for normal retirement or early retirement, payment is also available in actuarial equivalent joint and surviving spouse annuities, which provide a reduced monthly amount for the participant’s life with the surviving spouse receiving 50%, 75% or 100%, as elected, of the reduced monthly amount, or in an actuarial

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equivalent 10-year certain-and life annuity, which provides a reduced monthly amount for the participant’s life and, if the participant dies within 10 years of benefit commencement, with payments to a designated beneficiary for the remainder of the 10-year certain period. For a married deferred vested participant, payment is also available in the form of an actuarial equivalent joint and 50% or 75% surviving spouse annuity, as elected. If a vested participant dies before benefit commencement, an annuity generally is payable to the participant’s surviving spouse in an amount based on the joint and 50% surviving spouse annuity that would have been payable to the participant beginning on the later of when the participant died or would have been eligible to commence a benefit.

Under the Pension Plan, post-January 1, 1988 through December 31, 2005 service (December 31, 2010 service for employees who had attained age 40 with two years of vesting service as of December 31, 2005) is credited at 1% of compensation, including salary, bonus and other non-equity incentive compensation, plus 0.4% of that part of the participant’s compensation in excess of the Social Security taxable wage base for such year. Service prior to 1988, if any, is credited on the basis of a percentage of the participant’s highest consecutive five-year average annual salary, equal to 1% for each year of service prior to 1982 and thereafter increasing by 0.05% each year until 1988, but only prospectively,i.e., with respect to service earned in such succeeding year. In addition, participants receive an additional credit of 0.25% for each pre- 1988pre-1988 year of service after age 55, subject to a maximum of 10 years of credit, plus an amount equal to 0.4% of the amount by which the participant’s pre-1988 career average annual base salary (three highest years) exceeds his or her Social Security covered compensation, multiplied by his years of pre-1988 credited service.

Windstream Benefit Restoration Plan. The Windstream Benefit Restoration Plan (“BRP”) contains an unfunded, unsecured pension benefit for a group of highly compensated employees whose benefits are reduced due to the IRS compensation limits for qualified plans. This plan was established by Alltel and assumed by Windstream at the spin-off. As with the Pension Plan, accruals are frozen for employees. No named executive officers continued to be eligible for accruals in the pension benefit of the BRP as of the end of 2011.2010. The pension benefit under the BRP is calculated as the excess, if any, of (x) the participant’s Pension Plan benefit (on a single life-annuity basis payable commencing on the later of the participant’s retirement date or age 65) without regard to the IRS compensation limit ($245,000255,000 for 2011)2013) over (y) the participant’s regular Pension Plan benefit (on a single life-annuity basis payable commencing on the later of the participant’s retirement date or age 65 regardless of the actual form or timing of payment). If the participant has not attained age 65 on the date his benefit is scheduled to commence, the BRP benefit is reduced to the extent as the Pension Plan benefit would have been reduced based on reduction factors as in effect on December 31, 2011.2007. For purposes of the preceding calculations, compensation has the same meaning provided in the foregoing description of the Pension Plan. The payment of a participant’s retirement benefit under the BRP shall commence as of the first day of the first month following the later of (i) his 60^th birthday or (ii) the six-month anniversary of the participant’s separation from service. Benefits are paid over the life of the participant if the participant is alive when benefits commence or over the life of the spouse if the benefit is paid as a pre-retirement death benefit. The benefit will be paid in one lump sum payment if the actuarial present value is less than $30,000. To the extent permitted by the IRC Section 409A, the Benefits Committee comprised of the Chief Financial Officer, Chief Operating Officer, Executive Vice President-Chief Human Resources Officer and Vice President-Benefits,President-Compensation and Benefits, authorized by the Board of Directors to manage the operation and administration of all employee benefit plans, including non-qualified plans, may direct that the benefit be paid in an alternative form provided that it is the actuarial equivalent of the normal form of benefit so that the BRP benefit is paid in the same form as the Pension Plan benefit. None of the named executive officers were yet eligible to commence their benefit under the BRP as of the end of 2011.2013.

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The following table shows certain information regarding benefits under the Windstream Pension Plan and Benefit Restoration Plan as of December 31, 20112013 for the individuals named below.

PENSION BENEFITS

		Number of Years			Present Value of			Payments During
		Credited Service			Accumulated Benefit			Last Fiscal Year
Name	Plan Name	(#) (1)			($) (2)			($)
Jeffery R. Gardner	Pension Plan		12			301,277		-0-
	Benefit Restoration Plan		—			2,158,457		-0-
Anthony W. Thomas	Pension Plan		7			83,366		-0-
	Benefit Restoration Plan		—			7,116		-0-
Brent Whittington	Pension Plan		3.5			41,609		-0-
	Benefit Restoration Plan		—			5,892		-0-
John P. Fletcher	Pension Plan		—			—		—
	Benefit Restoration Plan		—			—		—
J. David Works, Jr.	Pension Plan		—			—		—
	Benefit Restoration Plan		—			—		—

Name(1)		Plan Name		NumberEach NEO’s number of Years Credited Service (#) (1)		Present Valueyears credited service recognizes prior years of Accumulated Benefit ($) (2)				Payments During Last Fiscal Year ($)
Jeffery R. Gardner		service under the Alltel Corporation Pension Plan and the Alltel Corporation Benefit Restoration Plan,		12.0 -			289,857 2,076,638			-0- -0- for Messrs. Thomas and Whittington, as well as service between 2006 and 2010 for Mr. Gardner.
Anthony W. Thomas
(2)		The present value of accumulated benefits includes the present value of the benefits transferred from the Alltel Corporation Pension Plan and the Alltel Corporation Benefit Restoration Plan		7.0 -			83,381 7,118			-0- -0-
Brent Whittington		Pension Plan Benefit Restoration Plan		3.5 -			41,616 5,893			-0- -0-
John P. Fletcher		Pension Plan Benefit Restoration Plan		-   -			-   -			-   -
Cynthia B. Nash		Pension Plan Benefit Restoration Plan		-   -			-   -			-   -   as part of the spin-off. The present value of accumulated benefits was calculated based on retirement at age 60 with 20 years of credited service, current compensation as of December 31, 2013, no pre-retirement decrements, the RP-2000 combined healthy mortality table (projected to 2019), and a 5.01% discount rate, which is the same rate used for preparing Windstream’s consolidated financial statements.

________________________

(1)    The plans recognize all prior years of service under the Alltel Corporation Pension Plan and the Alltel Corporation Benefit Restoration Plan.

(2)    The present value of accumulated benefits includes the present value of the benefits transferred from the Alltel Corporation Pension Plan and the Alltel Corporation Benefit Restoration Plan as part of the spin-off. The present value of accumulated benefits was calculated based on retirement at age 60 with 20 years of credited service, current compensation as of December 31, 2011, no pre-retirement decrements, the RP-2000 combined healthy mortality table (projected to 2012), and a 5.31% discount rate, which is the same rate used for preparing Windstream’s consolidated financial statements.

Non-Qualified Deferred Compensation

The Windstream 2007 Deferred Compensation Plan (the “2007 Plan”) is a non-qualified deferred compensation plan offered to the executive officers and other key employees. Participants may defer up to 25% of base salary and 50% of bonus. The 2007 Plan also allows Windstream to make discretionary contributions to the 2007 Plan to replace contributions that Windstream is limited from making to its 401(k) qualified plan as a result of limits imposed by the Internal Revenue Code. These discretionary contributions equal the amount that could have been credited to the executive officers as a matching contribution under Windstream’s 401(k) plan had compensation not been limited under the 401(k) plan by the Internal Revenue Code, plus the amount, if any, by which the executive officer’s matching contribution under the Windstream 401(k) plan is reduced due to the executive officer’s contributions to the 2007 Plan. Participant accounts are credited with earnings based on a portfolio of investment funds.

Payments are made under the 2007 Plan in cash at certain future dates as specified by the participants or upon separation of service.

NON-QUALIFIED DEFERRED COMPENSATION

	Executive			Windstream						Aggregate	Aggregate
	Contributions			Contributions			Aggregate			Withdrawals/	Balance at
	in Last			in Last			Earnings in Last			Distributions	12/31/2013
Name	FY ($)			FY ($) (1)			FY ($) (2)			($)	($) (3)(4)(5)
Jeffery R. Gardner		221,500			104,334			215,713		—	2,081,164
Anthony W. Thomas		90,000			29,443			94,668		—	575,404
Brent Whittington		—			42,892			184,851		—	1,197,212
John P. Fletcher		—			31,175			(892)		—	154,377
J. David Works, Jr.		—			—			—		—	—

(1)

These amounts are also included in the “All Other Compensation” column of the Summary Compensation Table.

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(2)	There were no “above-market earnings” for 2013 and therefore none of these amounts were included in the Summary Compensation Table.
(3)	Balances are paid following termination or upon a date chosen by participant, subject to compliance with Section 409A of the Internal Revenue Code.
(4)	All amounts contributed by a named executive officer and Windstream in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he/she was a named executive officer for purposes of the SEC’s executive compensation disclosure.
(5)	In addition to the amounts described in footnotes (1) and (4) above, the amount shown in this column includes amounts reported as compensation for each of the NEOs in the Summary Compensation tables in prior years.

____________________

Name		Executive Contributions in Last FY ($)		Windstream Contributions in Last FY ($) (1)				Aggregate Earnings in Last FY ($)(2)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at 12/31/2011 ($) (3)(4)
Jeffery R. Gardner		-			119,534				(13,840	)							1,206,662
Anthony W. Thomas		44,735			29,808				(6,287	)							118,037
Brent Whittington		-			49,623				10,669				178,089				810,541
John P. Fletcher		-			34,472				1,278								86,105
Cynthia B. Nash		-			16,759				1								32,628

(1)    These amounts are also included in the “All Other Compensation” column of the Summary Compensation Table.

(2)    There were no “above-market earnings” for 2011.

(3)    Balances are paid following termination or upon a date chosen by participant, subject to compliance with Section 409A of the Internal Revenue Code.

(4)    All amounts contributed by a named executive officer and Windstream in prior years have been reported in the Summary Compensation Tables in our previously filed proxy statements in the year earned to the extent he/she was a named executive officer for purposes of the SEC’s executive compensation disclosure.

Potential Payments Upon Termination or Change-in-Control

Windstream has entered into certain agreements and maintains certain plans and arrangements that require Windstream or its successors to pay or provide certain compensation and benefits to its named executive officers in the event of certain terminations of employment or a change-in-control of Windstream. The estimated amount of compensation and benefits payable or provided to each named executive officer in each situation is summarized below, assuming that the triggering event occurred on the last day of the 20112013 fiscal year. The actual amounts that would be paid to each named executive officer upon certain terminations of employment or upon a change-in-control can only be determined at the time the actual triggering event occurs. The estimated amount of compensation and benefits described below are in addition to the benefits to which the named executive officers would be entitled to receive upon termination of employment generally under the retirement plans and programs described in the sections above titled “Pension Benefits” and “Non-Qualified Deferred Compensation”.Compensation.” Please refer to those sections for a description of Windstream’s retirement plans and programs. This section identifies and quantifies the extent to which those retirement benefits are enhanced or accelerated upon the triggering events described below.

Voluntary Termination Without “Good Reason” or Involuntary Termination For “Cause”

Windstream does not maintain any plans or arrangements that would provide benefits to its named executive officers solely as a result of a voluntary termination by a named executive officer without “good reason” or an involuntary termination by Windstream for “cause” (each as defined under the heading “Termination“Voluntary Termination for ‘Good Reason’ or Involuntary Termination without ‘Cause’” immediately below).

Voluntary Termination Forfor “Good Reason” or Involuntary Termination Withoutwithout “Cause”

Windstream has entered into an Employment Agreement with Mr. Gardner. Under the Employment Agreement, if Windstream or its affiliates terminated Mr. Gardner’s employment without “cause” (as defined below) or if Mr. Gardner terminated his employment with Windstream or its affiliates for “good reason” (as defined below) on December 31, 2011,2013, then Windstream would have been obligated to pay Mr. Gardner, in a lump sum, approximately $2,973,000.$3,000,000. This severance benefit under the Employment Agreement equals three times his annual base salary.

The Employment Agreement provides that upon termination of employment for any reason, Mr. Gardner is prohibited from soliciting employees or customers or competing against Windstream for a one-year period and is subject to confidentiality and non-disparagement restrictions. Moreover, he is required to sign a release of all claims against Windstream prior to receiving severance benefits under the agreement.

For purposes of the Employment Agreement, the term “cause” generally means (i) the willful failure by Mr. Gardner substantially to perform his duties to Windstream; (ii) a conviction, guilty plea or plea ofnolocontendere of Mr. Gardner for any felony; (iii) gross negligence or willful misconduct by Mr. Gardner that is intended to or does result in his substantial personal enrichment or a material detrimental effect on the reputation or business of Windstream or any affiliate; (iv) a material violation by Mr. Gardner of the corporate governance board guidelines and code of ethics of Windstream or any affiliate; (v) a material violation by Mr. Gardner 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 Mr. Gardner that materially interferes with his duties, the use of illegal drugs, or a violation of the drug and/or alcohol policies of Windstream or any affiliate; or (vii) a material breach by Mr. Gardner of any non-solicitation, non-disparagement or confidentiality restrictions.

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For purposes of the Employment Agreement, the term “good reason” generally means the occurrence, without the executive’sMr. Gardner’s express written consent, of any one or more of the following: (i) any action of Windstream or its affiliates that results in a material adverse change in Mr. Gardner’s position (including status, offices, title, and reporting requirements), authorities, duties, or other responsibilities; (ii) a material reduction by Windstream in Mr. Gardner’s compensation; (iii) the failure of the Board of Directors to nominate Mr. Gardner for election or re-election to the Board; or (iv) a material breach by Windstream of any provision of the Employment Agreement. Before Mr. Gardner may resign for “good reason”,reason,” Windstream must have an opportunity within 30 days after receipt of notice to cure the “good reason” conditions.condition(s). Notwithstanding the foregoing, in no event shall “good reason” occur as a result of the following: (i) a reduction in any component of Mr. Gardner’s compensation if other components of his compensation are increased or a substitute or alternative is provided so that his overall compensation is not materially reduced; (ii) Mr. Gardner does not earn cash bonuses or benefit from equity incentives awarded to him because the performance goals or targets were not achieved; and (iii) the suspension of Mr. Gardner for the period during which the Board of Directors is making a determination whether to terminate him for cause. Mr. Works is eligible for severance benefits of one times salary and target bonus if his employment is terminated by Windstream without cause of if he resigns for good reason prior to the five year anniversary of his commencement of employment. Good reason is defined in the current form of the Change In Control Agreements, as noted below.

Death or Disability

Windstream would have been obligated to provide each of the executive officers listed below (or his/her beneficiary) with the following estimated payments in the event that he/she had died or become “disabled” (as defined below) while employed with Windstream on December 31, 2011.2013.

						Accelerated
						Vesting of
			Accelerated Vesting			Annual
			of Restricted			Incentive			Total for
			Shares (1)			Compensation (2)			Death or Disability
	Name		($)			($)			($)
	Jeffery R. Gardner			7,027,476			969,435			7,996,911
	Anthony W. Thomas			1,526,781			287,240			1,814,021
	Brent Whittington			2,063,636			364,795			2,428,431
	John P. Fletcher			1,526,781			287,240			1,814,021
	J. David Works, Jr.			936,038			216,148			1,152,186

(1)		The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s Common Stock on December 31, 2013 of $7.98 per share.
(2)		These amounts reflect actual 2013 payouts, which are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

     

Name		Accelerated Vesting of Restricted Shares (1) ($)				Accelerated Vesting of Annual Incentive Compensation ($)				Total for Death or Disability ($)
Jeffery R. Gardner			9,348,632				1,738,246				11,086,878
Anthony W. Thomas			1,971,252				533,226				2,504,478
Brent Whittington			2,746,233				690,387				3,436,620
John P. Fletcher			2,242,868				533,226				2,776,094
Cynthia B. Nash			1,233,968				294,677				1,528,645

(1)    The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s Common Stock on December 31, 2011 of $11.74 per share.

Accelerated Vesting of Restricted Shares. In the event that an executive officer listed above died or became permanently disabled (as determined by the Compensation Committee in its sole discretion) and while employed with Windstream, then his or her unvested restricted stock or performance-based restricted stock or units would have immediately vestedvest in full.

Performance Incentive Compensation Plan. During 2011,2013, each of the named executive officers participated in the Performance Incentive Compensation Plan, which is an annual bonus plan. If either an executive died or became “disabled” during the year, then his or her 20112013 annual bonus under the Performance Incentive Compensation Plan would have been pro-rated on the basis of the ratio of the number of days of participation during the plan year to the number of days during the plan year and paid by Windstream in a lump sum following the end of the year. For this purpose, the term “disability” means incapacity resulting in the executive being unable to engage in gainful employment at his or her usual occupation by reason of any medically demonstrable physical or mental condition, excluding, however, incapacity resulting from a felonious enterprise; chronic alcoholism or addiction to drugs or abuse; and self-inflicted injury or illness.

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Change-in-Control

In general,     Windstream does not maintain any plans or arrangements that would provide benefits to the named executive officersNEOs solely as a result of a change-in-control (as defined under(a single trigger).

     Change-in-Control Agreements. Effective January 1, 2013, Windstream entered into a new form of change-in-control agreement to replace and supersede the heading “Qualifying Termination Following Change-in-Control” below). All non-qualified balances would only be subject to payment following a qualifying termination following a change in control. Please refer to the section above entitled “Nonqualified Deferred Compensation” for more information.

Qualifying Termination Following Change-in-Control

Each executive officer listed below would have been entitled to the following estimated payments and benefits from Windstream or its successor if aprior change-in-control (as defined below) occurred on December 31, 2011 and Windstream terminated the executive’s employment without “cause” (as defined below) or the executive terminated his employmentagreement with Windstream for “good reason” (as defined below) immediately following such change-in- control.

Name		Cash Severance ($) (1)				Cash Equivalent for Health Care Premiums ($)				Outplacement Services ($)				Excise Tax Gross-Up ($)				Accelerated Vesting of Restricted Shares (2) ($)				Total on a Qualifying Termination Following a Change-in-Control ($)
Jeffery R. Gardner			7,928,000				45,044				50,000				-0-				9,348,632				17,371,676
Anthony W. Thomas			2,090,000				28,328				25,000				1,057,605				1,971,252				5,172,185
Brent Whittington			3,813,000				38,657				50,000				1,765,394				2,746,233				8,413,284
John P. Fletcher			2,945,000				44,359				50,000				1,331,617				2,242,868				6,613,844
Cynthia B. Nash			1,330,000				16,932				25,000				-0-				1,233,968				2,605,900

(1)    This amount includes the annual incentive compensation at target for the year of termination. Actual 2011 payouts are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(2)    The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s common stock on December 30, 2011 of $11.74 per share.

Change-in-Control Agreements. Windstream has a Change-in-Control Agreement with certain of its executive officers, including itsthe NEOs. The terms of the current form of change-in-control agreement are generally the same as the prior form of change-in-control agreement, except that the new form of change-in-control agreement eliminates the tax gross-up provision applicable under certain circumstances under agreements entered into prior to 2009. The current form of change-in-control agreement does not provide for a gross-up payment to any of Windstream’s named executive officers listed into offset any excise taxes that may be imposed on excess parachute payments under Section 4999 of the above table. The agreementsInternal Revenue Code. Instead, under the current form of change-in-control agreement, if such excise taxes would be imposed, the executive will either receive all of the benefits to which he or she is entitled under the agreement, subject to the excise tax, or have his or her benefits under the agreement reduced to a level at which the excise tax will not apply, depending upon which approach would provide thatthe executive with the greater net after-tax benefit.

     Under the current change-in-control agreement, a covered executive would be entitled to certain severance benefits if, during the two-year period following a

change-in-control (as defined below), Windstream terminates the executive’s employment without “cause” (as defined below) or the executive terminates his or her employment with Windstream for “good reason” (as defined below). In general, the executive officers would be entitled to receive, in a lump sum paid by Windstream or its successor, the following amounts pursuant to the Change-in-Control Agreements:change-in-control agreements:

• Three times for Messrs. Gardner, Thomas, Whittington, and Fletcher and two times for Mr. Thomas and Ms. NashWorks the sum of the executive’s base salary and target annual incentive compensation (in each case, as in effect on the date of the change-in-control, or if higher, on the date of termination);

  
  

• Pro-rated amount of target annual incentive compensation for the year of termination;

  
  

• A cash equivalent for three years for Messrs. Gardner, Thomas, Whittington, and Fletcher and two times for Mr. Thomas and Ms. NashWorks of health care premiums; and

  
  

• Outplacement services with a value of no more than $50,000 for Messrs. Gardner, Whittington and Fletcher or $25,000 for Mr. Thomas and Ms. Nash.

  all NEOs.

Terminated executives are prohibited from soliciting employees or customers or competing against Windstream or the acquiring or successor entity for a one-year period and are subject to a confidentiality restriction. Moreover, a terminated executive is required to sign a release of all claims against Windstream and the acquiring or successor entity prior to receiving severance benefits under the change-in-control agreement.

Excise Tax Gross-Up. On or after a change-in-control,     The Compensation Committee believes these benefits are consistent with market practice and fit into the named executive officers listed above may be subjectoverall compensation packages to certain excise taxes pursuant to Section 4999sufficiently attract and retain talent. Windstream is protected by the non-competition provisions of the Internal Revenue Code. For Messrs. Gardner, Thomas, Whittingtonarrangements and Fletcher, Windstream or its successor is obligated underby having these benefits, senior executives are not discouraged from pursuing the Change-in-Control Agreements to reimburse each such named executive officerbest alternative for all Section 4999 excise taxes that are imposed on him, whether as a result of payments received under his Change-in-Control Agreement or otherwise, and any income, employment and excise taxes that are payable by the executive as a result of such reimbursements. If, however, the aggregate parachute payments do not exceed 110% of the maximum total payments that could be made without triggering the excise tax under Section 4999, then the parachute payments would be automatically reduced to such maximum amount and no gross-up payment would be made. In general, the reimbursements would be made to the named executive officers by Windstream or its successor at the same time that the payments or benefits subject to the excise tax are paid or provided. The total tax gross-up amount in the above table assumes that (i) the excise tax rate is 20%, the federal income tax rate is 35%, the Medicare tax rate is 1.45%, and the state and local tax rate is 7%, and (ii) no amounts will be discounted as attributable to reasonable compensation and nolong-term value will be attributed to the non-solicitation or non-competition covenants contained in the Change-in-Control Agreements. The calculations exclude benefits paid from qualified plans or the BRP. Ms. Nash’s agreement was entered into after 2009 and does not obligate Windstream or its successor to reimburse her for excise tax. Her payment will be reduced to the maximum amount that could be made without triggering the excise tax under Section 4999.stockholders, which might include potential change-in-control transactions.

Accelerated Vesting of Restricted Shares.Shares. All unvested restricted stock or performance-based restricted stock or units held by the named executive officers listed above would have become vested if a change-in-control (as defined below) occurred on December 31, 20112013 and Windstream terminated the executive’s employment without “cause” (as defined below) or the executive terminated his or her employment with Windstream for “good reason” (as defined below) immediately following such change-in-control.

Definitions.     Definitions. For purposes of the Change-in-Control Agreements and the restricted shares described above for all executive officers, the following terms have the meanings set forth below:

• •

  Change-in-controlChange-in-control. A change-in-control generally means any of the following: (i) an acquisition of 50% or more of Windstream’s Common Stock; (ii) a change in the membership of Windstream’s board of directors, such that the current incumbents and their approved successors no longer constitute a majority; (iii) a reorganization, merger, consolidation or sale or other disposition of more than 50% of Windstream’s assets in which any one of the following is true: Windstream’s pre-transaction stockholders do not hold at least 50% of the combined enterprise; there is a 50%-or-more stockholder of the combined enterprise 44   |   (other than as a result of conversion of the stockholder’s pre-combination interest in Windstream); or the members of Windstream’s board of directors (immediately before the combination) do not make up a majority of the board of the combined enterprise; or (iv) stockholders approve a complete liquidation of Windstream. Cause. In general a termination is for cause if it is for any of the following reasons: (i) the willful failure by the executive substantially to perform his duties with Windstream; (ii) a conviction, guilty plea or plea of nolo contendere of the executive for any felony; (iii) the willful misconduct by the executive that is demonstratively and materially injurious to Windstream or its affiliates, monetarily or otherwise; (iv) a material violation by the executive of the corporate governance board guidelines and code of ethics of Windstream or any affiliate; (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 his duties, the use of illegal drugs, or a violation of the drug and/or alcohol policies of Windstream or any affiliate; or (vii) a material breach by the executive of any non-solicitation or confidentiality restrictions. GoodReason. In general a termination by the executive is for good reason if it is for any of the following reasons: (i) the assignment to the executive of any duties inconsistent with the executive’s status as an executive officer or a substantial adverse change in the nature or status of the executive’s responsibilities; (ii) a reduction by Windstream in the executive’s annual base salary; (iii) the relocation of the principal executive offices of Windstream by more than 35 miles or Windstream’s requiring the executive to be based anywhere other than its principal executive offices; (iv) the failure by Windstream to pay to the executive any portion of the executive’s current compensation, deferred compensation or business expense reimbursements; (v) the failure by Windstream to continue in effect any compensation plan in which the executive participates unless an equitable alternative arrangement has been made, or the failure by Windstream to continue the executive’s participation in those plans; (vi) the failure by Windstream to continue to provide the executive with benefits substantially similar to those enjoyed by the executive under any of Windstream’s retirement, welfare and fringe benefit plans; (vii) any purported termination by Windstream of the executive’s employment that is not effected in accordance with the terms of the Change-in-Control Agreement; or (viii) any failure by Windstream to require the successor to assume the agreement. Qualifying Termination Following Change-in-Control      Each executive officer listed below would have been entitled to the following estimated payments and benefits from Windstream or its successor if a change-in-control (as defined below) occurred on December 31, 2013 and Windstream terminated the executive’s employment without “cause” (as defined below) or the executive terminated his or her employment with Windstream for “good reason” (as defined below) immediately following such change-in-control. Total on a Qualifying Cash Accelerated Termination Equivalent Vesting of Following a Cash for Health Care Outplacement Restricted Change-in- Severance Pro-Rated Premiums Services Shares (2) Control Name ($) (1) Bonus ($) ($) ($) ($) (3)   Jeffery R. Gardner   7,050,000     1,350,000          56,122             50,000        7,027,476         15,533,598         Anthony W. Thomas 2,700,000 400,000 55,418 50,000 1,526,781 4,732,199   Brent Whittington 3,429,000 508,000 56,122 50,000 2,063,636 6,106,758   John P. Fletcher 2,700,000 400,000 51,765 50,000 1,526,781 4,728,546   J. David Works, Jr. 2,193,000 301,000 47,613 50,000 936,038 3,527,651 (1) This amount includes the annual incentive compensation for the year of termination, which is reflected in the Grants of Plan-Based Awards Table. Actual 2013 payouts are reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.   |   45 (2) The value of the accelerated vesting of restricted shares is based on the closing price of Windstream’s Common Stock; (ii)Stock on December 31, 2013 of $7.98 per share. (3) None of the named executive officers is eligible to receive a tax gross-up payment for the golden parachute excise tax imposed on the change in control severance benefits under Sections 280G and 4999 of the membershiptax code. Instead, each of Windstream’s board of directors,them would either (i) have his or her severance benefits reduced to a level such that the current incumbentsgolden parachute excise tax would not apply, or (ii) receive all the benefits to which he or she is entitled and their approved successors no longer constitute a majority; (iii) a reorganization, merger, consolidation or sale or other disposition of more than 50% of Windstream’s assetspay the related excise tax, whichever would result in which any one of the following is true: Windstream’s pre-transaction shareholders do not hold at least 50% of the combined enterprise; there is a 50%-or-more shareholder of the combined enterprise (other than as a result of conversion of the shareholder’s pre-combination interest in Windstream); or the members of Windstream’s board of directors (immediately before the combination) do not make up a majority of the board of the combined enterprise; or (iv) stockholders approve a complete liquidation of Windstream. • Cause. In general a termination is for cause if it is for any of the following reasons: (i) the willful failure by the executive substantially to perform his duties with Windstream; (ii) a conviction, guilty plea or plea ofnolo contendere of the executive for any felony; (iii) the willful misconduct by the executive that is demonstratively and materially injurious to Windstream or its affiliates, monetarily or otherwise; (iv) a material violation by the executive of the corporate governance board guidelines and code of ethics of Windstream or any affiliate; (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 his duties, the use of illegal drugs, or a violation of the drug and/or alcohol policies of Windstream or any affiliate; or (vii) a material breach by the executive of any non-solicitation or confidentiality restrictions. • Good Reason. In general a termination by the executive is for good reason if it is for any of the following reasons: (i) the assignmentgreater net after-tax benefit to the executiveexecutive. For purposes of any duties inconsistent withthese calculations, we have assumed that the executive’s status as an executive officer or a substantial adverse change in the nature or status of the executive’s responsibilities; (ii) a reduction by Windstream in the executive’s annual base salary; (iii) the relocation of the principal executive offices of Windstream by more than 35 miles or Windstream’s requiring the executive toseverance benefits would not be based anywhere other than its principal executive offices; (iv) the failure by Windstream to pay to the executive any portion of the executive’s current compensation, deferred compensation or business expense reimbursements; (v) the failure by Windstream to continue in effect any compensation plan in which the executive participates unless an equitable alternative arrangement has been made, or the failure by Windstream to continue the executive’s participation in those plans; (vi) the failure by Windstream to continue to provide the executive with benefits substantially similar to those enjoyed by the executive under any of Windstream’s retirement, welfare and fringe benefit plans; (vii) any purported termination by Windstream of the executive’s employment that is not effected in accordance with the terms of the Change-in-Control Agreement; or (viii) any failure by Windstream to require the successor to assume the agreement. reduced. ____________________ Clawback Policy In 2010, the Board of Directors, acting on the recommendation of the Compensation Committee, adopted. Windstream has a clawback policy that requires executive officers to repay or forfeit coveredperformance-based compensation under the conditions set forth in the policy. The compensation covered bycertain conditions. Effective January 1, 2013, the policy iscovers the following types of compensation: annual or short-term incentive compensation, performance-based restricted stock or units, other performance-based compensation, time-based restricted stock, severance benefits awarded under a change-in-control agreement, and such other compensation as may be designated by resolution to be subject to the policy. The policy does not cover time-based restricted stock or severance benefits awarded under a change-in-control agreement. Under the policy, each executive officer is required to forfeit or repay covered compensation, to the fullest extent permitted by law, covered compensation if all of the following conditions are met: (1) Financial statements of Windstream filed with the SEC during the period in which the executive officer is employed as an executive officer become subject to a restatement that is filed with the SEC; (2) The Board of Windstream determines that fraud caused or significantly contributed to the need for the restatement; (3) The Board determines that the restatement applies to the covered compensation; and (4) The Board determines in its sole discretion that it is in the best interests of Windstream and its stockholders for the executive officer to repay the covered compensation. (i) Windstream financial statements filed during an executive officer’s employment become subject to a restatement; (ii) the Board determines that fraud caused or significantly contributed to the need for the restatement; (iii) the Board determines that the restatement applies to the covered compensation; and (iv) the Board determines in its sole discretion that it is in the best interests of Windstream and its stockholders for the executive officer to repay the covered compensation. The policy is limited to compensation that is vested or paid based on the achievement of financial results that subsequently become subject to restatement. The Board can determine that a restatement applies to covered compensation if (i) in the case of performance-based compensation, the vesting or payment of such compensation was based on the achievement of financial results that were subsequently the subject of thea restatement, and the amount of compensation that would have been received by the executive officer had the financial results been properly reported, after giving effect to the restatement, would have been lower than the amount actually received, (ii) in the case of time-based restricted stock, the vesting of such compensation occurred during the fiscal period whose results were subject to the restatement, and (iii) in the case of severance payments under a change-in-control agreement, thereceived. Each executive officer engaged in the fraud giving riseis required to the restatement during the 12 months prior to the consummation of the change-in-controlsign an agreement that was a condition to the vestinghe or she has received, read and payment of any cash severance received by the executive officer pursuant to the change-in-control agreement, and the amount of severance under the change-in-control agreement exceeds the cash severance that would have been available under Windstream’s severance policies generally available to employees. The Board of Directors of Windstream, acting solely through its independent directors, is the administrator ofunderstood the policy. TheIn addition, the policy applies to covered compensation granted or awarded on or after January 1, 2010, including severance paymentsprovides that may be issued after January 1, 2010 under Windstream’s existing change-in-control agreements. Risks Presented by Windstream’s Compensation Programs As required by SEC rules, Windstream has assessed the risks that could arise from its compensation policies for all employees, including employees whorepayment and forfeiture remedies are not officers,the exclusive remedies and has concluded that such policies are not reasonably likely to have a material adverse effect on Windstream. To the extent that Windstream’s compensation programs create a potential misalignment of risk incentives, Windstream believes that it has more than adequate compensating controls to mitigate against the potential impact of any such misalignment. These compensating controls include strong internal controls over financial reporting, robust stock ownership guidelines, a clawback policy for senior executives, and a three year vesting cycle for equity-based compensation. The result is a strong alignment between the interests of management and shareholders. Windstream also engagesmay pursue every other right or remedy at law or in an annual risk assessment process that is conducted by Windstream’s Internal Audit Department. The results of this risk assessment are reported annually to Windstream’s Audit Committee and full Board of Directors, and this assessment is designed in part to identify any activities that create improper risks to Windstream. Compensation Committee Interlocks and Insider Participationequity available. 46   |   During 2011, the Compensation Committee consisted of Messrs. Montgomery (Chairman), Beall and Foster. All members of the Compensation Committee during 2011 were independent directors, and no member was an officer or employee of the Windstream or a former officer of Windstream. No member of the Compensation Committee serving during 2011 had any relationship requiring disclosure under the section titled “Certain Relationships and Related Transactions” in this Proxy Statement. During 2011, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on either our Compensation Committee or our Board of Directors. PROPOSAL NO. 2 APPROVAL OF WINDSTREAM PERFORMANCE INCENTIVE COMPENSATION PLAN Introduction The Board previously adopted the Windstream Corporation Performance Incentive Compensation Plan (the “Plan”), which was approved by stockholders on May 9, 2007. In order to allow for awards under the Plan to qualify as tax-deductible “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code (which is sometimes referred to in this Proxy Statement as “Section 162(m)”), Windstream is asking stockholders to re-approve the material terms of the performance goals under the Plan. Stockholders are not being asked to approve any amendment to the Plan. Section 162(m) generally prevents a publicly held corporation from claiming federal income tax deductions for compensation in excess of $1 million paid to certain of its senior executives. Compensation is exempt from this limitation, however, if it qualifies as “performance-based compensation.” Awards granted under the Plan are intended to qualify as “performance-based compensation” within the meaning of Section 162(m). One requirement for compensation to be performance-based is that the material terms of the performance goals be disclosed to and approved by stockholders every five years. For purposes of Section 162(m), the material terms include (i) the employees eligible to receive awards, (ii) a description of the business criteria on which the performance goals may be based and (iii) the maximum amount of compensation that can be paid to an employee under the Plan during any period. Each of these aspects is discussed below. If the Plan is not approved by the stockholders, we will not make any payments under the Plan for the 2012 Plan year. We may, however, grant discretionary cash bonuses or other compensation outside of the Plan to the individuals who would have been eligible to participate in the Plan, although no employee has a right to any bonus or other compensation as a substitute in the event stockholders do not approve the Plan. Any such bonuses paid outside the Plan would not qualify as performance-based compensation under Section 162(m) of the Code, and, accordingly, all or a portion of any such bonuses might not be deductible by Windstream for federal income tax purposes. The following is a summary of the Plan and is qualified in its entirety by reference to the full text of the Plan document, a copy of which is attached as Appendix A to this proxy statement. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR PROPOSAL NO. 2. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR PROPOSAL NO. 2 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. Summary of Plan Purpose. The purpose of the Plan is to advance the interests of Windstream by strengthening the linkage between its executives and stockholders, the decision-making focus of executives of Windstream upon improving stockholder wealth, and the ability of Windstream to attract and retain those key employees. Administration. The Compensation Committee administers the Plan and has full power and authority to construe, interpret and carry out the provisions of the Plan. The Compensation Committee may delegate to the CEO or other officers, subject to such terms as the Compensation Committee shall determine, authority to perform certain functions, including administrative functions. However, the Compensation Committee must retain the exclusive authority to determine matters relating to awards to the CEO and other key executives that are intended to qualify as performance-based compensation under Section 162(m). Nothing contained in the Plan shall be deemed to affect the authority of Windstream or the Compensation Committee to grant annual or long-term bonuses or other benefits to employees. Eligibility and Participation. Participation in the Plan will be available to officers or key management employees of Windstream or its subsidiaries who are customarily employed more than 20 hours per week and at least six months per year. At this time, however, the Compensation Committee anticipates that only its 9 executive officers and one other key employee will participate in the Plan. As soon as practicable after the beginning of each plan year, the Compensation Committee shall designate those eligible employees who will participate in the Plan for the current Plan year (each a “participant”). If a person becomes an eligible employee after the beginning of the Plan year, he shall be designated as a participant as soon as practicable after he becomes an eligible employee. An eligible employee who is a participant for a given plan year is neither guaranteed nor assured of being selected for participation in any subsequent year. Notwithstanding the foregoing, individuals who are “covered employees” (generally any officer whose compensation would likely be non-deductible by Windstream under Section 162(m) if Windstream did not comply with the provisions of such section) must be designated by the Compensation Committee to participate in the Plan no later than 90 days following the beginning of the Plan year (or before 25% of the Plan year has elapsed, if earlier). Determination of Awards. The Compensation Committee shall establish the performance objectives (described below under “Performance Objectives”) and payout formulas for each participant during the first quarter of each plan year and notify each participant in writing of its determination. The performance objectives and payout formulas need not be uniform with respect to any or all participants and may be pro-rated in the case of newly hired or newly promoted executives. The Compensation Committee must establish the performance objectives and payout formulas for each “covered employee” (defined above) not later than 90 days following the beginning of the Plan year (or before 25% of the Plan year has elapsed, if earlier). Participants must achieve the performance objectives established by the Compensation Committee in order to receive an award under the Plan. The Compensation Committee may determine that only the threshold level relating to a performance objective must be achieved for awards to be paid under the Plan. Similarly, the Compensation Committee may establish a minimum threshold performance level, a maximum performance level, and one or more intermediate performance levels or ranges, with target award levels or ranges that will correspond to the respective performance levels or ranges. The Compensation Committee may also establish multiple performance objectives with respect to a single participant, which will be weighted by the Compensation Committee to reflect their relative importance. The Compensation Committee may in its sole discretion modify such payout formulas, performance objectives or the related minimum acceptable level of achievement, in whole or in part, as the Compensation Committee deems appropriate and equitable (i) to reflect a change in the business, operations, corporate structure or capital structure of Windstream or its subsidiaries, the manner in which it conducts its business, or other events or circumstances or (ii) in the event that a participant’s responsibilities materially change during a plan year or a participant is transferred to a position that is not designated or eligible to participate in the Plan. However, the Compensation Committee cannot take such action to the extent that it would result in the loss of the otherwise available exemption of the award under Section 162(m). In no event shall an award paid to any participant for a plan year exceed $7,000,000. Performance Objectives. The Plan requires that the Compensation Committee establish “performance objectives” for participants in the Plan. Performance objectives are generally measured over Windstream’s fiscal year (or such other period as determined by the Compensation Committee). Performance objectives may be described in terms of Windstream-wide objectives or objectives that are related to the performance of the individual participant or of a subsidiary, division, department, region or function within Windstream or a subsidiary in which the participant is employed. The performance objectives may be made relative to the performance of other corporations. The performance objectives applicable to any award to a covered employee (defined above) that is intended to qualify for the performance-based compensation exception to Section 162(m) shall be based on specified levels of growth in one or more of the following criteria: revenues; weighted average revenue per unit; earnings from operations; operating income; earnings before or after interest and taxes; operating income before or after interest and taxes; net income; cash flow; earnings per share; debt to capital ratio; economic value added; return on total capital; return on invested capital; return on equity; return on assets; total return to stockholders; earnings before or after interest, taxes, depreciation, amortization or extraordinary or special items; operating income before or after interest, taxes, depreciation, amortization or extraordinary or special items; return on investment; free cash flow; cash flow return on investment (discounted or otherwise); net cash provided by operations; cash flow in excess of cost of capital; operating margin; profit margin; contribution margin; stock price and/or strategic business criteria consisting of one or more objectives based on meeting specified product development; strategic partnering; research and development; market penetration; geographic business expansion goals; cost targets; customer satisfaction; gross or net additional customers; average customer life; employee satisfaction; management of employment practices and employee benefits; supervision of litigation and information technology; and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. Performance objectives may be stated as a combination of the listed factors. Certification. Promptly following the end of each plan year, the Compensation Committee will meet to certify achievement of the performance objectives for such year, and if such performance objectives have been achieved, approve actual awards under the Plan pursuant to the payout formulas. Such certification with respect to “covered employee” (as defined above) shall be documented in writing and satisfy the requirements under Section 162(m) prior to the payout of such award. Payment. Awards shall be paid as soon as practicable after the close of the Plan year, but in no event later than March 15 of the calendar year immediately following the end of that Plan year. If a participant’s employment with Windstream and its subsidiaries is terminated before the last day of a plan year due to disability, death, or retirement (as defined in the Plan), the participant’s award shall be pro-rated on the basis of the ratio of the number of days of participation during the Plan year to which the award relates to the aggregate number of days in such plan year. If, however, a participant’s employment terminates before the last day of a plan year for any other reason, then, unless otherwise determined by the Compensation Committee, such participant shall not be entitled to receive payment of the award. The Compensation Committee may, in its sole discretion, (i) eliminate or reduce the amount of any award payable to any participant, and (ii) except in the case of a “covered employee”, increase the amount of any award payable to any participant to recognize his or her individual performance or in other circumstances deemed appropriate by the Compensation Committee. Notwithstanding any other provision of the Plan, any payment made to an eligible executive pursuant to the Plan may be subject to repayment to Windstream pursuant to any compensation recovery policy that may be maintained by Windstream (including the Windstream Clawback Policy or any compensation recovery policy adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act) or pursuant to applicable law. Amendments, Etc. The Board reserves the right, at any time, to amend, suspend or terminate the Plan, in whole or in part, in any manner, and for any reason, and without the consent of any participant, eligible employee, beneficiary or other person. However, no such action shall adversely affect the payment of any amount for a plan year ending prior to the action of the Board. The Plan is intended to qualify for the performance-based compensation exception of Section 162(m) and the short-term deferral exception of Section 409A of the Internal Revenue Code. The Plan and any awards shall be administrated in a manner consistent with this intent, and any provision that would cause the Plan or any award to fail to satisfy either such exception shall have no force and effect until amended to so comply (which amendment may be retroactive and may be made by Windstream without the consent of any participant, eligible employee, beneficiary or other person). Federal Income Tax Consequences The following is a brief summary of certain of the federal income tax consequences of certain transactions under the Plan. This summary is not intended to be complete and does not describe state, local, foreign or other tax consequences. A participant in the Plan will be taxed at ordinary income rates on the amount of any cash payment received pursuant to the Plan. The Plan is intended to comply with the requirements of Section 162(m) for “performance-based compensation.” Generally, Windstream should be entitled to a federal income tax deduction corresponding to the amount of income recognized by the participant in the Plan, provided, that, among other things, payment (a) satisfies the “performance-based compensation” exception to Section 162(m) of the Code, (b) meets the test of reasonableness, (c) is an ordinary and necessary business expense, and (d) is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code. Plan Benefits Future benefits to be received by a person or group under the Plan are not determinable at this time and will depend on individual and corporate performance. Actual awards under the Plan to named executive officers for 2011 are reported in this proxy statement in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Current Equity Compensation Plan Information The following table sets forth information about our equity compensation plans as of December 31, 2011: Equity Compensation Plan Information Plan Category   Number of securities to be issued upon exercise of outstanding options, warrants and rights [a]    Weighted-average exercise price of outstanding options, warrants and rights [b]   Number of securities remaining available for future issuance under equity compensation plans [c] (excluding securities reflected in column [a]) Equity compensation plans not approved by security holders   4,599,079    $7.90   3,407,228 (1) Equity compensation plans approved by security holders   -0-    -0-   9,745,630 (2) (1)    The PAETEC Holding Corp. 2011 Omnibus Incentive Plan was approved by shareholders of PAETEC Holding Corp. in 2011 but is reflected as not approved by shareholders because it was not approved by shareholders of Windstream. (2)    The Windstream Corporation 2006 Amended and Restated Equity Incentive Plan. PROPOSAL NO. 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION At the Annual Meeting and pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Securities Exchange Act of 1934, the Board of Directors is providing stockholders of Windstream the opportunity to vote on the following advisory (nonbinding)(non-binding) resolution: “Resolved, that the compensation paid to Windstream’s named executive officers, as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” At the 2011 Annual Meeting of Stockholders, stockholders were provided an advisory (nonbinding) vote on the frequency at which stockholder advisory votes on executive compensation (like this Proposal No. 3) should be held. Consistent with the recommendation of the Board of Directors, approximately eighty-four percent (84%) of votes casts at the 2011 Annual Meeting were cast in favor of holding shareholder advisory votes on executive compensation on an annual basis. Accordingly, Windstream has determined to hold such votes on an annual basis, and the next advisory vote to approve Windstream’s compensation of its named executive officers will be held at the 2013 Annual Meeting of Stockholders. As described in the Compensation Discussion and Analysis, our executive compensation philosophy, policies, and practices are designed to: Provide a high correlation between pay and performance; Align management’s interests with the long-term interests of Windstream’s stockholders; and Provide competitive compensation and incentives to attract and retain key executives. Our core program consists of base salary, annual cash incentives and long-term equity incentives. The following is a summary of key considerations that stockholders should take into account when assessing our executive compensation program: Our strategy has been and continuesWindstream’s vision is to bebecome the transformation of our business into a next-generation communications company while creating value for shareholders. Since Windstream was formed in 2006, we have executed a focused strategy to transform our business from a rural, consumer-focused voice and broadband provider into a national provider of advancedpremier enterprise communications and technology solutionsservices provider in the United States while maintaining our strong, stable consumer business. Our goal is to businesses. From our formation in 2006 through December 31, 2011, this strategy has resulted in total cumulative shareholder returns (assuming reinvestment of dividends) for Windstream common stock of approximately 63%, which exceeded the returns of both the S&P 500generate solid and S&P Telecom Indices for this period. In order to create value for shareholders, our strategy is focused on maintaining and increasing our freesustainable cash flow which in turn hinges onover time, and we return a significant portion of this cash flow to our ability to grow revenues while managing cash expenditures. stockholders through our current dividend practice. We believe that Adjusted Operating Income Before Depreciation and Amortization (Adjusted OIBDA) is the performance metric best aligned withkey measure of profitability that ensures our ability to generate solid and sustainable cash flow over the goal of maintaining and increasing the cash flows of our business, andlong-term, which is why we have includedinclude Adjusted OIBDA as a key component ofperformance objective for our short-term and long-term incentive plans sinceplans. Our 2013 compensation reflected our formation in 2006. 2011 was an incredibly successful year for Windstream. Throughout the year, we integrated several key acquisitions made in 2010, which expanded our suitemixed operating results by paying short-term incentive payouts below target. Our stock price decline also impacted 2013 compensation by providing a lower value to executives upon vesting of business offerings. In December 2011, Windstream added another key business to our portfolio with the acquisition of PAETEC. We also made many success-based capital investments that we believe will enhance future growth, and we made significant improvements to our balance sheet and debt maturity profile. Our 2011 pro forma financial results reflect this transformation. For 2011, pro forma revenue was $6.2 billion, or a decline of just 0.03% on a year-over-year basis, and pro forma adjusted OIBDA increased by 1.2% on a year over year basis. For 2011, our annual (short-term) incentive plan recognized these results with a payout of 140% of target levels and our performance-basedtheir equity awards were earned at target level. These payouts demonstratecompared to their grant value. In addition, because our desired correlation between pay and performance. We also took actionsexecutives are required to increase management’s alignment withown a significant amount of company stock, the long-term interestsvalue of our shareholders by incorporating performance-based restrictedexecutive’s total stock units (PBRSUs) into our long-term incentive program and adding an opportunity for an enhanced level of payout ofholdings declined during the PBRSUs based on achievement of a three-year revenue goal. These compensation design features, along with our robust stock ownership guidelines, including ten times base salary for the CEO, and clawback policy that allows Windstream to recover both incentive and non-incentive based compensation in certain situations, strengthen our executive compensation program without creating incentives for excessive risk taking.year. The Board of Directors values and encourages constructive dialogue on compensation and other important governance topics with Windstream’s stockholders, to whom it is ultimately accountable. The Board of Directors requests stockholder approval of the Company’sWindstream’s overall executive compensation philosophy, policies and practices. Although your vote is advisory and will not be binding upon the CompanyWindstream or the Board of Directors, nor will it create or imply any change in the fiduciary duties of the CompanyWindstream or the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions.      The Company’s current policy is to provide stockholders with an opportunity to approve the compensation of the named executive officers each year at the annual meeting of stockholders. It is expected that the next such vote will occur at the 2015 annual meeting of stockholders. Board Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT STOCKHOLDERS VOTE “FOR” “FOR” APPROVAL OF PROPOSAL NO. 3. 2. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 3 2 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.   |   47 PROPOSAL NO. 3 AMENDMENT AND RE-APPROVAL OF THE WINDSTREAM 2006 EQUITY INCENTIVE PLAN Our stockholders are being asked to approve an amendment to the Windstream 2006 Equity Incentive Plan (as amended, the “Equity Plan”) to (i) extend the term of the Equity Plan through February 12, 2019, and (ii) increase the maximum number of shares authorized for issuance or delivery under the Equity Plan from 20,000,000 to 35,000,000 shares, representing a net increase of 15,000,000 shares. A copy of the Equity Plan is attached asAppendix A to this proxy statement.      Additionally, stockholders are being asked to re-approve the performance goals set forth in the Equity Plan to allow us to structure incentive compensation that preserves our tax deductions under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Section 162(m) denies a corporation’s federal income tax deduction for compensation it pays to certain executive officers in excess of $1 million per year for each such officer. Section 162(m) provides an exception to this limitation for performance-based compensation, the material terms of which have been approved by a corporation’s stockholders at least every five years. To that end, approval of the Amendment also will constitute approval of the performance objectives upon which qualified performance-based awards may be based (as further described below under the heading “Management Objectives”),the annual maximum limits per individual (as further described below under the heading “Individual Limits”), and the eligible employees (as further described below under the heading “Eligible Participants”).      Upon recommendation of the Compensation Committee, the Board of Directors has approved the Amendment. Description of the Equity Plan      The Equity Plan was first approved by stockholders in 2006, was amended on January 1, 2008, was amended and restated effective February 17, 2010, was assumed by Windstream Holdings in August 2013, and was amended and restated, subject to stockholder approval, as applicable, effective February 12, 2014. The following description of the Equity Plan is qualified in its entirety by reference to the applicable provisions of the Equity Plan inAppendix A. Purpose.The purpose of the Equity Plan is to attract, retain and motivate employees and directors and to provide long-term incentives to employees and directors to better align their interests with the long-term interests of our stockholders. Shares Authorized for Issuance. Subject to adjustment as provided for in the Equity Plan, the maximum number of shares authorized for issuance or delivery under the Equity Plan is 20,000,000. As of December 31, 2013, 4,819,043 shares remained available for future grants under the Equity Plan. If the Amendment is approved by stockholders, the number of shares available for future grants will increase by 15,000,000. Individual Limits. In order to comply with the exemption from Section 162(m) of the Code relating to performance-based compensation, the Equity Plan imposes the following additional sub-limits: (i) no participant may be granted option rights and stock appreciation rights (“SARs”), in the aggregate, for more than 1,000,000 shares of Windstream common stock during any calendar year, (ii) no participant may be granted performance shares and restricted shares specifying management objectives (described below), in the aggregate, for more than 1,000,000 shares of Windstream common stock during any calendar year, and (iii) no participant may be granted performance units having an aggregate maximum value as of their date of grant in excess of $12,000,000 during any calendar year. Administration.The Board of Directors has delegated responsibility for administration of the Equity Plan, including the authority to approve awards, to the Compensation Committee. The Compensation Committee has complete and absolute authority to make any and all decisions regarding the administration of the Equity Plan, including the authority to construe and interpret the Equity Plan and awards granted thereunder. The Compensation Committee makes determinations such as to whom awards will be made, what type of awards will be made, how many shares will be subject to each grant, the duration and exercise price of stock options, vesting schedules, performance criteria, conditions upon which a grant may be forfeited, and any restriction, limitation, procedure or deferral related to a grant. 48   |   Term. The Equity Plan allows Windstream to make grants of stock options, SARs, restricted shares, restricted stock units, performance units, performance shares and other share-based awards to employees and non-employee directors through July 17, 2016. However, if the Amendment is approved by stockholders, Windstream would be allowed to make grants under the Equity Plan through February 12, 2019. Eligible Participants. All of the officers and other key employees of Windstream and its subsidiaries (or any person who has agreed to serve in such capacity) are eligible to participate in the Equity Plan as selected by the Compensation Committee in its discretion. In addition, non-employee directors of Windstream are eligible to participate in the Equity Plan as selected by the Compensation Committee in its discretion. During the last fiscal year, 652 employees and eight non-employee directors were selected by the Compensation Committee to receive awards under the Equity Plan. Types of Awards. The Equity Plan permits awards of a variety of equity-based incentives, including options rights, SARs, performance shares and performance units, restricted stock, restricted stock units (“RSUs”), and other awards. Officers and other key employees may be granted each type of award available under the Equity Plan. Non-employee directors may be granted option rights, SARs, restricted shares, restricted stock units and other share-based awards, but are not eligible for grants of incentive stock options, performance shares or performance units. Since the Equity Plan was adopted in 2006, only time-based restricted stock or performance-based restricted stock or stock units have been granted under the Equity Plan to the Company’s directors, executive officers or other employees. Option Rights.The Compensation Committee may, in its discretion, award option rights to officers and other key employees of Windstream and its subsidiaries. Option rights granted to employees under the Equity Plan may be option rights that are intended to qualify as ISOs or option rights that are not intended to so qualify (i.e., non-qualified stock options) or combinations thereof.      Option rights provide the right to purchase shares of Windstream common stock at a price not less than fair market value of the common stock on the date of grant (which date may not be earlier than the date that the Compensation Committee takes action with respect thereto).      No option rights may be exercised more than ten years from the date of grant. Each grant must specify the period of continuous employment that is necessary before the option rights become exercisable, and may provide for the earlier exercise of such option rights in the event of a change in control of Windstream, retirement, death or disability of the optionee, or other similar transaction or event approved by the Compensation Committee.      The option price is payable at the time of exercise (i) in cash, (ii) by the transfer to Windstream of nonforfeitable, unrestricted shares of Windstream common stock that are already owned by the option holder and have a value at the time of exercise equal to the option price, (iii) with any other legal consideration that the Compensation Committee may deem appropriate or (iv) by any combination of the foregoing methods of payment. Any grant of option rights may provide for deferred payment of the option price from the proceeds of sale through a broker on the date of exercise of some or all of the shares of Windstream common stock to which the exercise relates, or the payment of the option price in installments (although, in the case of executive officers and directors, these payment methods may be affected by the restrictions on personal loans to executive officers provided by the Sarbanes-Oxley Act of 2002).      Any grant of option rights may specify Management Objectives (as described below) that must be achieved as a condition to exercise such rights. The Compensation Committee may, at the date of grant of any option rights (other than the grant of an ISO), provide for the payment of dividend equivalents to the optionee on a current, deferred or contingent basis or may provide that such equivalents be credited against the option price. Successive grants may be made to the same option holder regardless of whether option rights previously granted to him or her remain unexercised. Stock Appreciation Rights.The Compensation Committee may, in its discretion, award SARs to officers and other key employees of Windstream and its subsidiaries. SARs represent the right to receive from Windstream an amount, determined by the Compensation Committee and expressed as a percentage not exceeding 100 percent, of the difference between the base price established for such SARs (not less than the fair market value per share of Windstream common stock on the date of grant) and the market value of the common stock on the date the SARs are exercised.   |   49      SARs can be tandem (granted with option rights to provide an alternative to exercise of the option rights) or free-standing. Tandem SARs may only be exercised at a time when the related option right is exercisable and the spread is positive, and requires that the related option right be surrendered for cancellation. Free-standing SARs must have a base price per appreciation right (not less than the fair market value of a share on the date of grant) and may not be exercisable more than ten years from the date of grant.      Any grant of SARs may specify that the amount payable by Windstream on exercise of the appreciation right may be paid in cash, in shares of Windstream common stock or in any combination thereof, and may either grant to the recipient or retain in the Compensation Committee the right to elect among those alternatives. Any grant of SARs may provide for the payment of dividend equivalents in the form of cash or shares of Windstream common stock paid on a current, deferred or contingent basis. Each grant must specify the period of continuous employment that is necessary before the SARs become exercisable, and may provide for the earlier exercise of such SARs in the event of a change in control of Windstream, retirement, death or disability of the employee, or other similar transaction or event approved by the Compensation Committee. Any grant of SARs may specify Management Objectives that must be achieved as a condition to exercise such rights. Performance Shares and Performance Units.The Compensation Committee may, in its discretion, award performance shares and/or performance units to officers and other key employees of Windstream and its subsidiaries. A performance share is the equivalent of one share of Windstream common stock and a performance unit is the equivalent of $1.00.      The participant will be given one or more Management Objectives to meet within a specified period (the “performance period”). A minimum level of acceptable achievement will also be established by the Compensation Committee. If by the end of the performance period, the participant has achieved the specified Management Objectives, the participant will be deemed to have fully earned the performance shares or performance units. If the participant has not achieved the Management Objectives, but has attained or exceeded a predetermined minimum level of acceptable achievement, the participant will be deemed to have partly earned the performance shares or performance units in accordance with a predetermined formula. To the extent earned, the performance shares or performance units will be paid to the participant at the time and in the manner determined by the Compensation Committee in cash, shares of Windstream common stock or any combination thereof. The grant may provide for the payment of dividend equivalents thereon in cash or in shares of Windstream common stock on a current, deferred or contingent basis. The grant may also provide for the earlier termination of the performance period in the event of a change in control of Windstream, retirement, death or disability of the participant, or other similar transaction or event approved by the Compensation Committee. Restricted Shares.The Compensation Committee may, in its discretion, award restricted shares to officers and other key employees of Windstream and its subsidiaries. Restricted shares constitute an immediate transfer of ownership of a specified number of shares of Windstream common stock to the recipient in consideration of the performance of services. The participant is entitled immediately to voting, dividend and other ownership rights in shares of Windstream common stock (unless otherwise determined by the Compensation Committee). The transfer may be made without additional consideration or in consideration of a payment by such participant that is less than the fair market value per share of Windstream common stock on the date of grant.      Restricted shares must be subject to a “substantial risk of forfeiture,” within the meaning of Section 83 of the Code, for a period to be determined by the Compensation Committee on the date of the grant, and may provide for the earlier termination of the forfeiture provisions in the event of a change in control of Windstream, retirement, death or disability of the participant, or other similar transaction or event approved by the Compensation Committee. In order to enforce these forfeiture provisions, the transferability of restricted shares will be prohibited or restricted in the manner prescribed by the Compensation Committee on the date of grant for the period during which such forfeiture provisions are to continue.      Any grant of restricted shares may specify Management Objectives which, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Any such grant may also specify in respect of such specified Management Objectives, a minimum acceptable level of achievement and must set forth a formula for determining the number of restricted shares on which restrictions will terminate if performance is at or above the minimum level, but below full achievement of the specified Management Objectives. 50   |   Restricted Stock Units.The Compensation Committee may, in its discretion, award restricted stock units to officers and other key employees of Windstream and its subsidiaries. Restricted stock units constitute an agreement to issue or deliver shares of Windstream common stock to the recipient in the future in consideration of the performance of services over a specified period, but subject to the fulfillment of such conditions as the Compensation Committee may specify.      During the restriction period the participant has no right to transfer any rights under his or her award and no right to vote or receive dividends on the shares of Windstream common stock covered by the restricted stock units, but the Compensation Committee may authorize the payment of dividend equivalents with respect to the restricted stock units, in cash or shares of Windstream common stock, on a current, deferred or contingent basis. The Compensation Committee must fix a restriction period at the time of grant, and may provide for the earlier termination of the restriction period in the event of a change in control of Windstream, retirement, death or disability of the employee, or other similar transaction or event approved by the Compensation Committee. Awards of restricted stock units may be made without additional consideration or in consideration of a payment by such participant that is less than the fair market value per share of Windstream common stock on the date of grant.      Any grant of restricted shares may specify Management Objectives which, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Any such grant may also specify in respect of such specified Management Objectives, a minimum acceptable level of achievement and must set forth a formula for determining the number of restricted shares on which restrictions will terminate if performance is at or above the minimum level, but below full achievement of the specified Management Objectives. Other Awards.The Compensation Committee may, in its discretion and subject to limitations under applicable law, grant to officers and other key employees of Windstream and its subsidiaries other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of Windstream common stock or factors that may influence the value of such shares (including, without limitation, convertible or exchangeable debt securities or other securities, purchase rights for shares of Windstream common stock, or awards with value and payment contingent upon performance of Windstream or its subsidiaries or other factors determined by the Compensation Committee). The Compensation Committee will determine the terms and conditions of these awards. Shares of Windstream common stock issued or delivered pursuant to these types of awards will be purchased for such consideration, by such methods and in such forms as the Compensation Committee determines. Cash awards, as an element of or supplement to any other award granted under the Equity Plan, may also be granted. The Compensation Committee may also grant shares of Windstream common stock as a bonus, or may grant other awards in lieu of obligations of Windstream or a subsidiary to pay cash or deliver other property under the Equity Plan or under other plans or compensatory arrangements, subject to such terms as are determined by the Compensation Committee. Management Objectives. The Equity Plan requires that the Compensation Committee establish measurable performance objective or objectives, or Management Objectives, for purposes of performance shares and performance units. When so determined by the Compensation Committee, option rights, SARs, restricted shares, and restricted stock units may also specify Management Objectives.      Management Objectives may be described in terms of either company-wide objectives or objectives that are related to the performance of the individual participant or the subsidiary, division, department, region or function within Windstream in which the participant is employed. Management Objectives may be made relative to the performance of other corporations. Management Objectives applicable to any award to a participant who is, or is determined by the Compensation Committee likely to become, a “covered employee” within the meaning of Section 162(m)(3) of the Code (and that is intended to qualify for the performance-based compensation exception to Section 162(m) of the Code) will be limited to specified levels of one or more of the following criteria: revenues, weighted average revenue per unit, earnings from operations, operating income, earnings before or after interest and taxes, operating income before or after interest and taxes,   |   51 net income, cash flow, earnings per share, debt to capital ratio, economic value added, return on total capital, return on invested capital, return on equity, return on assets, total return to stockholders, earnings before or after interest, taxes, depreciation, amortization or extraordinary or special items, operating income before or after interest, taxes, depreciation, amortization or extraordinary or special items, return on investment, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital, operating margin, profit margin, contribution margin, stock price and/or strategic business criteria consisting of one or more objectives based on meeting specified product development, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, gross or net additional customers, average customer life, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures.      Except in the case of a covered employee where such modification would result in the loss of an otherwise available exemption under Section 162(m) of the Code, if the Compensation Committee determines that a change in our business, operations, corporate structure or capital structure of Windstream, or the manner in which we conduct our business, or other events or circumstances render the Management Objectives unsuitable, the Compensation Committee may modify such Management Objectives, in whole or in part, as the Compensation Committee deems appropriate and equitable. Amendment. The Equity Plan may be amended by the Board of Directors or the Compensation Committee, but any amendment that must be approved by Windstream’s stockholders in order to comply with applicable laws or rules will not be effective unless and until such approval has been obtained. However, the Board of Directors or the Compensation Committee may amend the Equity Plan to eliminate provisions which are no longer necessary as a result of changes in tax or securities laws and regulations, or in the interpretation of such laws and regulations. 52   |        Where the Compensation Committee has established conditions to the exercisability or retention of certain awards, the Equity Plan allows the Compensation Committee to take action in its sole discretion at or after the date of grant to adjust such conditions in certain circumstances, including in the case of the death, disability or retirement of a participant.      The Compensation Committee may not, without the further approval of Windstream’s stockholders, authorize the amendment of any outstanding option right or appreciation right to reduce the option price or base price. No option right or appreciation right may be cancelled and replaced with awards having a lower option price or base price, respectively, without further approval of our stockholders. Tax Consequences to Participants Nonqualified Stock Options. In general, (i) no income will be recognized by an optionee at the time a nonqualified option right is granted; (ii) at the time of exercise of the nonqualified option right ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares of Windstream common stock and the fair market value of the shares, if unrestricted, on the date of exercise; and (iii) at the time of sale of shares of Windstream common stock acquired pursuant to the exercise of the nonqualified option right, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held. Incentive Stock Options. No income will be recognized by an optionee upon the grant of an ISO. In general, no income will be recognized upon the exercise of an ISO. However, the difference between the option price paid and the fair market value of the shares at exercise may constitute a preference item for the alternative minimum tax. If shares of Windstream common stock are issued or delivered to the optionee pursuant to the exercise of an ISO, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of the grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.      If shares of Windstream common stock acquired upon the timely exercise of an ISO are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period. SARs. No income will be recognized by a participant in connection with the grant of a tandem appreciation right or a free-standing appreciation right. When the appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of Windstream common stock received on the exercise. Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any nonrestricted shares of Windstream common stock received. Restricted Shares. The recipient of restricted shares generally will not be subject to tax until the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“restrictions”). At such time the recipient will be subject to tax at ordinary income rates on the fair market value of the restricted shares (reduced by any amount paid by the participant for such restricted shares). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the restrictions) over the purchase price, if any, of such restricted shares. Any appreciation (or depreciation) realized upon a later disposition of such shares will be treated as long-term or short-term capital gain depending upon how long the shares have been held. If a Section 83(b) election has not been made, any dividends received with respect to restricted shares that are subject to the restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.   |   53 Restricted Stock Units. Generally, no income will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of Windstream common stock on the date that such shares are transferred to the participant under the award (reduced by any amount paid by the participant for such restricted stock units), and the capital gains/loss holding period for such shares also will commence on such date. Other Share-Based Awards. The recipient of a share-based award other than an award described above generally will be subject to tax at ordinary income rates on the amount of cash and the fair market value of shares of Windstream common stock received under the share-based award, and the capital gains/loss holding period for such shares also will commence on the date of receipt. Dividend Equivalents. Any dividend equivalents awarded with respect to awards granted under the Equity Plan and paid in cash or unrestricted shares of Windstream common stock will be taxed to the participant at ordinary income rates when received by the participant. Section 409A. The Equity Plan permits the grant of various types of awards that may or may not be exempt from Section 409A of the Code. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Restricted stock awards, stock options and stock appreciation rights that comply with the terms of the Equity Plan are designed to be exempt from the application of Section 409A. Restricted stock units, performance shares, performance units and dividend equivalents granted under the Equity Plan would be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption (or other applicable exception). If not exempt, it is intended that those awards will be designed to meet the requirements of Section 409A in order to avoid early taxation and penalties.      Because the tax consequences to a participant may vary depending on his or her individual circumstances, each participant should consult his or her personal tax advisor regarding the federal and any state, local, foreign or other consequences to him or her. Historical Award Data      The following table includes information regarding outstanding equity awards under the Equity Plan, shares currently available for future equity awards under the Equity Plan, and the total shares outstanding as of December 31, 2013 (all without giving effect to stockholder approval of this proposal). The closing market price of the Company’s common stock as reported by NASDAQ on that date was $7.98. Total shares underlying outstanding options 0 Total shares underlying outstanding performance based restricted stock awards 0 Total shares underlying outstanding unvested PBRSUs 1,356,883 Total shares underlying outstanding unvested restricted stock awards 3,051,822 Total shares underlying outstanding unvested RSUs 0 Total shares currently available for grant 4,819,043 Total shares currently available for grant as full-value awards 3,319,043 Total shares of common stock outstanding 596,152,328 Other Equity Incentive Plans. In addition to the Equity Plan, the Company is authorized to issue shares of common stock under the PAETEC Holding Corp. 2011 Omnibus Incentive Plan (the “PAETEC Plan”) to eligible participants who transferred to Windstream from PAETEC at the time of acquisition, which was assumed by the Company in connection with its acquisition of PAETEC in 2011. As of December 31, 2013, 2,610,174 shares remained available for future grants under the PAETEC Plan. Other than the Equity Plan and the PAETEC Plan, the Company does not maintain any equity compensation plans under which it may grant equity compensation. Potential Dilutive Effect of the Company’s Equity-Based Compensation Program. As of December 31, 2013, there were 4,819,043 shares remaining available for issuance under the Plan, 2,610,174 shares remaining available for issuance under the PAETEC Plan, and 6,066,783 shares subject to outstanding awards under these plans, representing 2.3% of outstanding Windstream Common Stock. If stockholders approve this proposal, the number authorized for 54   |   issuance under the Plan will increase by 15,000,000 shares, which will increase the total potential dilution to our outstanding common stock (as of December 31, 2013) from our equity-based compensation program from 2.3% to 4.8%. Share Utilization Rate. In fiscal years 2011, 2012 and 2013, the Company granted equity awards (gross equity grants, which do not reflect the impact of cancellations) representing a total of approximately 1,833,541, 2,322,601, and 3,376,273 shares, respectively. These awards reflect a three-year average burn rate of 1.01%. The burn rate is calculated by dividing the number of shares subject to equity awards granted under equity plans during the period by the weighted-average number of shares outstanding during the period.      Notwithstanding circumstances not currently accounted for in our projections, such as significant market value fluctuations or acquisitions, and assuming stockholder approval of this proposal, the Board and Compensation Committee expect to continue to grant awards under the Equity Plan consistent with the Company’s historic share utilization rate. However, the amount and timing for future grants is not currently known, and the potentially dilutive effect and historic share utilization rate described above may not be indicative of the amount and timing of future grants. Amendment to Increase the Number of Shares Available under the Equity Plan      If stockholders approve this proposal, a total of 35,000,000 shares would be authorized for issuance under the Equity Plan, of which approximately 19,819,043 shares (4,819,043 shares available for grant under the Equity Plan as of December 31, 2013 plus the additional 15,000,000 shares requested under this proposal) would be available for new awards as of May 7, 2014. Based on a review of the Company’s historical practice, if this proposal is approved, the Board believes the shares available for grant under the Equity Plan will be sufficient to cover awards for the next three to five years.      If the stockholders do not approve this proposal, the Equity Plan will continue in full force and effect, except that the existing number of authorized shares will not be increased. If stockholders do not approve this proposal, the Company expects to exhaust the existing reserve of shares authorized for issuance under the Equity Plan within the year. Without the additional shares, the Board believes its ability to attract and retain the most qualified employees may be greatly impaired. Amendment to Extend Term of the Equity Plan      If the stockholders approve this proposal, the term of the Equity Plan will be extended through February 12, 2019. If the stockholders do not approve this proposal, no awards may be granted under the Equity Plan after July 17, 2016. Description of the Other Amendments      Stockholders are only being asked to approve the increase in the number of shares available for issuance under the Equity Plan. The Equity Plan, however, includes other technical amendments that do not require stockholder approval which were effective upon the Compensation Committee’s approval on February 12, 2014, including an amendment to remove a sub-limit on the awards that can be granted in the form of restricted shares. Re-approval of the Management Objectives      As noted above, we are submitting to stockholders for re-approval of the material terms of the performance goals under the Equity Plan, including the annual maximum limits per individual, the eligible employees and the list of Management Objectives set forth above in the description of the Equity Plan. See “Individual Limits,” “Eligible Participants” and “Management Objectives.” Section 162(m) of the Code generally denies a corporation’s federal income tax deduction for compensation it pays to certain executive officers in excess of $1 million per year for each such officer, other than compensation that qualifies as “performance-based compensation.” To qualify as performance-based compensation under Section 162(m) of the Code, the compensation must (among other requirements) be granted under the Equity Plan by a committee consisting solely of two or more “outside directors” (as defined under Section 162 regulations), satisfy the Equity Plan’s limit on the total number of shares that may be awarded or compensation paid to any one participant during any calendar year, and be subject to attainment of performance goals that have been disclosed to stockholders and approved by a majority stockholder vote.   |   55      We are asking stockholders to approve the material terms of the performance goals under the Equity Plan so that the awards under the Equity Plan that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code may be tax deductible. By approving this proposal, the stockholders also will be approving the Equity Plan’s Management Objectives for purposes of Section 162(m) of the Code, and the list of Management Objectives will remain the list of stockholder-approved performance goals in accordance with the requirements of Section 162(m) of the Code. Board Recommendation      Equity-based compensation is an essential component of the total compensation offered to our employees, including our executive officers. Our equity-based compensation program is designed to provide long-term incentives, to better align the interests of executives with stockholders and to provide a retention incentive. The Board of Directors believes that our capacity to grant equity-based compensation has been a significant factor in our ability to achieve our strategic objectives and that it is important to our continued success that Windstream have an adequate reserve of shares available for issuance or delivery for use in attracting, motivating and retaining qualified directors, officers and other key employees. As such, the Board of Directors believes this proposal, including re-approval of the performance goals under the Plan, is in the best interests of our stockholders and recommends that stockholders approve it. New Plan Benefits      Future awards under the Equity Plan are made at the discretion of the Compensation Committee and/or the Board. Therefore, at this time, the benefits that may be received by any participant or group of participants under the Equity Plan if our stockholders approve this proposal cannot be precisely determined. The table below reflects the value of equity-based awards granted to all executive officers as a group, all non-executive officer employees as a group, and all directors as a group in fiscal 2013 as of the date of each grant.      These amounts reflect the Compensation Committee’s determination and do not reflect values calculated in accordance with FASB ASC topic 718. Number of Shares of Restricted Stock Dollar Value ($) Number of Performance-Based Restricted Stock Units Dollar Value ($) All current executive officers,        as a group (7 persons)       245,158       $ 2,405,000       663,098       $6,504,991 All current non-executive officer employees,        as a group 2,263,324 $ 21,682,343 123,599 $1,212,506 All directors as a group 81,544 $ 799,947 — — Securities Authorized for Issuance under Equity Compensation Plans      The following table contains information about our common stock which may be issued under our existing equity compensation plans as of the end of fiscal 2013 as set forth in the Company’s Annual Report on Form 10-K: Plan category       Number of securities to be issued upon exercise of outstanding options, warrants and rights       Weighted-average exercise price of outstanding options, warrants and rights ($)       Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))   (a) (b) (c) Equity compensation plans        not approved by stockholders 2,374,633 7.76 2,610,174 (1) Equity compensation plans        approved by stockholders — — 4,819,043 Total 2,374,633 7.76 7,429,217 56   |   ____________________ (1) Represents shares under the PAETEC Plan, which was approved by stockholders of PAETEC Holding Corp. prior to its merger with Windstream on December 1, 2011. This plan has not been approved by Windstream stockholders. Shares under the PAETEC Plan are only available for issuance to Windstream employees who were employees of PAETEC on December 1, 2011. Board Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 3. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 3 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.   |   57 PROPOSAL NO. 4 AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINDSTREAM CORPORATION      On August 30, 2013, our predecessor, Windstream Corporation, adopted a new holding company structure pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which permits the formation of a holding company structure without a vote of the stockholders of the constituent corporations. As part of this transaction, Windstream Corporation became a wholly-owned subsidiary of our current company, Windstream Holdings, Inc. (which is referred to in this Proxy Statement as “Windstream”). In connection with the holding company formation and pursuant to the requirements of Section 251(g), Windstream Corporation’s Amended and Restated Certificate of Incorporation was amended to include the following provision: Any act or transaction by or involving the Corporation, other than the election or removal of directors of the Corporation, that requires for its adoption under the DGCL or under this Certificate of Incorporation the approval of the stockholders of the Corporation shall, pursuant to Section 251(g) of the DGCL, require, in addition, the approval of the stockholders of Windstream Holdings, Inc., a Delaware corporation, or any successor thereto by merger, by the same vote as is required by the DGCL or this Certificate of Incorporation, as the case may be.      It is uncommon in business organizations that operate in a holding company structure for the stockholders of the holding company to have direct voting rights as to matters that affect only subsidiaries of the holding company. Such voting rights could adversely impact the anticipated operational benefits of the holding company structure. For example, we are considering amending Windstream Corporation’s Amended and Restated Certificate of Incorporation to reduce the number of shares of its authorized capital stock in order to reduce its Delaware franchise tax. Further, it is possible in the future that we may wish to accomplish one or more internal reorganizations of our corporate structure that may involve a merger of Windstream Corporation with another subsidiary. These and similar events would have no impact on the stockholders of Windstream (except for cost savings and efficiencies to be gained) but would be substantially more cumbersome and costly if we had to seek approval of the stockholders of the holding company to effect them.      Approval of this proposal would not impact our stockholders’ right to approve a merger, or sale of substantially all of the assets, of Windstream Corporation. Delaware law requires stockholder approval before a corporation can be a party to a merger or consolidation or sell all or substantially all of its assets. The only asset Windstream Holdings owns is the common stock of Windstream Corporation. Therefore, even if the proposed amendment to Windstream Corporation’s Amended and Restated Certificate of Incorporation is approved, the stockholders of Windstream Holdings would still have the right to vote on a proposed merger of Windstream Corporation with a third party or a sale of substantially all of its assets because such a transaction would constitute a sale of substantially all of the assets of Windstream Holdings.      Therefore, in order to provide maximum flexibility and efficiency under the holding company structure that has been established, Windstream proposes to eliminate the above mentioned provision from Windstream Corporation’s Amended and Restated Certificate of Incorporation. The Board of Directors believes that the deletion of this provision of Windstream Corporation’s Amended and Restated Certificate of Incorporation will allow the Company to manage its entire organization more effectively. If this proposed amendment is approved by the stockholders of Windstream, we intend to promptly file an appropriate amendment to Windstream Corporation’s Amended and Restated Certificate of Incorporation with the State of Delaware. Board Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 4. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 4 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. 58   |   PROPOSAL NO. 5 AMENDMENT TO THE WINDSTREAM CERTIFICATE AND WINDSTREAM BYLAWS TO ENABLE STOCKHOLDERS TO CALL SPECIAL MEETINGS      The Windstream Board of Directors is asking stockholders to approve amendments to the Amended and Restated Certificate of Incorporation of Windstream Holdings, Inc. (the “Windstream Certificate”) and the Amended and Restated Bylaws of Windstream Holdings, Inc. (the “Windstream Bylaws”) to enable stockholders holding 20% or more of our outstanding common stock to call a special meeting under certain circumstances. Background. The Windstream Certificate currently provides that special meetings of stockholders “may be called only by the Board of Directors.” The Windstream Board of Directors has carefully considered the implications of amending the Windstream Certificate to allow stockholders to call a special meeting of stockholders. The ability of stockholders to call special meetings is increasingly considered an important aspect of good corporate governance. The Board supports the practice of permitting stockholders to request special meetings, provided that the meeting is called by stockholders owning a significant percentage of the shares of the Company. After careful discussion and consideration, including feedback it has received from stockholders on this subject matter, the Windstream Board of Directors determined that it is consistent with best corporate governance practices and in the best interests of Windstream and our stockholders to amend the Windstream Certificate to permit stockholders who have held at least a 20% “net long position” in our outstanding capital stock for at least one year to call a special meeting of stockholders, subject to the conditions set forth in the Windstream Bylaws, as amended and described below.      The Board believes that special meetings should only be called to consider extraordinary events that are of interest to a broad base of stockholders and that cannot be delayed until the next annual meeting. The Board believes that establishing a 20% ownership threshold to request a special meeting strikes a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders, including stockholders with special interests, could call one or more special meetings that could result in unnecessary financial expense and disruption to our business. For every special meeting, Windstream is required to provide each stockholder a notice of meeting and proxy materials, which results in significant legal, printing and mailing expenses, as well as other costs normally associated with holding a stockholder meeting. Additionally, preparing for stockholder meetings requires significant attention of the Company’s directors, officers and certain employees, diverting their attention away from performing their primary function, which is to operate the Company’s business in the best interests of the stockholders.      Additionally, the proposed amendments would require that stockholders requesting a special meeting hold the requisite stock ownership percent in a “net long position.” A stockholder’s “net long position” is the amount of Windstream shares of common stock in which the stockholder holds a positive (also known as “long”) economic interest, reduced by the amount of Windstream shares of common stock which the stockholder holds a negative (also known as “short”) economic interest. Taking into account the extent to which stockholders requesting a special meeting hedge their shares (or otherwise reduce or offset their economic exposure in their shares) and how long they have held those shares ensures that on balance, stockholders seeking to call a special meeting share the same economic interest in the Company as the majority of stockholders. Requiring that stockholders have held their shares for at least one year helps to ensure that their economic interest in the Company’s affairs is more than transitory. Text and Legal Effect of Proposed Amendments. The proposed amendment to the Windstream Certificate would permit a special meeting to be called by the holders of record of at least 20% of Windstream’s outstanding common stock, subject to the procedures and other requirements as provided in the Windstream Bylaws. Under the proposed amendments to the Windstream Bylaws, a special meeting may be called upon the request of stockholders under the following circumstances: Subject to the notice, information and other requirements set forth in the Windstream Bylaws, a special meeting of stockholders may be called upon receipt by Windstream’s Corporate Secretary of a written request from one or more stockholders of record who have continuously held at least a 20% “net long position” of our outstanding common stock for at least one year prior to the date such request is delivered to Windstream’s Corporate Secretary.   |   59 Each written request must be signed by the requesting stockholder(s) and must include information concerning both the requesting stockholder(s) and the business proposed to be brought before the special meeting, similar in some respects to the information currently required by the Windstream Bylaws with respect to presenting stockholder business at annual meetings. Each requesting stockholder must also include documentary evidence as to whether such stockholder meets the ownership requirements discussed above. Requesting stockholders must update and supplement their requests so that the information previously provided to Windstream is true and correct as of the record date. The Board would be entitled to submit its own proposal or proposals for consideration at the special meeting. Upon receipt of a valid stockholder request to call a special meeting, the Windstream Board of Directors must set the meeting within 90 days.      The proposed amendments to the Windstream Bylaws also contain various exceptions and timing mechanisms that are intended to avoid the cost and disruption that would result from multiple stockholder meetings being held in a short time period and to prevent duplicative and unnecessary stockholder meetings. For example, Windstream will not be required to call a special meeting if the special meeting request relates to an item that is not a proper subject for stockholder action under applicable law or if the request is delivered during the period commencing 90 days prior to the first anniversary of the immediately preceding annual meeting and ending on the earlier of the next annual meeting or 30 days after the first anniversary of the immediately preceding annual meeting. If a requesting stockholder does not comply with the requirements and conditions provided for in the proposed amendments to the Windstream Bylaws, a special meeting request will be deemed ineffective and will not be accepted by the Company.      The summary of the proposed amendments to the Windstream Certificate and Windstream Bylaws set forth above is qualified in its entirety to the text of the proposed amendments, which are attached asAppendix B to this Proxy Statement. Additions of text to the Windstream Certificate and Windstream Bylaws contained inAppendix B are indicated by underlining and text that will be deleted is stricken through. Vote Requirement. The affirmative vote of the holders of at least 66 2/3% of our outstanding common stock is required to approve the amendments to the Windstream Certificate proposed by this Proposal No. 5. If this proposal is approved by stockholders, we intend to promptly file an appropriate amendment to the Windstream Certificate with the State of Delaware. The proposed corresponding amendments to the Windstream Bylaws will become effective if and when the proposed amendments to the Windstream Certificate become effective. If this proposal is not approved by stockholders, neither the amendment to the Windstream Certificate nor the corresponding amendments to the Windstream Bylaws will become effective and stockholders will not be permitted to request a special meeting of stockholders. Board Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 5. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 5 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE 60   |   PROPOSAL NO. 6 AMENDMENTS TO THE WINDSTREAM CERTIFICATE AND WINDSTREAM BYLAWS TO ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS      The Windstream Board of Directors has recommended that our stockholders amend the Windstream Certificate and the Windstream Bylaws to eliminate the super-majority voting provisions contained in the Windstream Certificate and Windstream Bylaws. Background. At the 2013 Annual Meeting of Stockholders, stockholders approved a stockholder proposal requesting the Windstream Board of Directors “take the steps necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be eliminated, and replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable laws.” As a result, the Windstream Board of Directors evaluated, as it has on numerous occasions before, the voting requirements imposed by the Windstream Certificate and Windstream Bylaws to ensure that they are in the best interests of Windstream and its stockholders. In evaluating the current voting requirements, the Board: re-examined the various arguments for and against the current voting standards imposed by the Windstream Certificate and Windstream Bylaws; discussed with management the results of conversations with several of Windstream’s largest stockholders regarding their perspective on this matter; and reviewed trends and best practices in corporate governance, as well as the corporate governance practices and policies of a number of other public corporations.      In this regard, the Board determined that the current voting requirements imposed by the Windstream Certificate and Windstream Bylaws are designed to ensure that interests of all stockholders are fully protected by requiring that certain extraordinary matters and fundamental changes to corporate governance receive the support of a broad consensus of Windstream’s stockholders, which the Board believes protects all stockholders against self-interested actions by one or a few large stockholders. However, the Board recognized that there are different perspectives on this matter and compelling arguments for the elimination of super-majority approval standards, including growing sentiment that the elimination of such provisions increases a board’s accountability to stockholders and provides stockholders greater ability to participate in the corporate governance of a company. The Board also reviewed the governance policies of a number of corporations and determined that although many still include super-majority voting provisions, an increasing number of companies are beginning to view such a voting requirement as overly burdensome and inconsistent with principles of good corporate governance.      For these reasons, and in light of the approval of the stockholder proposal at the 2013 Annual Meeting of Stockholders, our Board believes it is in the best interests of our stockholders to eliminate the super-majority voting provisions from the Windstream Certificate and Windstream Bylaws. As discussed in greater detail below, each of the super-majority voting provisions contained in the Windstream Certificate and Windstream Bylaws govern the amendment of certain provisions of the Windstream Certificate and Windstream Bylaws regarding important corporate governance matters. If this proposal is approved by stockholders, any future amendment to these provisions of the Windstream Certificate and Windstream Bylaws by our stockholders will require the approval of a majority of the outstanding shares of Windstream common stock, the same standard required to amend all other provisions of the Windstream Certificate and Windstream Bylaws. Notwithstanding elimination of the super-majority voting provisions, any amendment to the Windstream Certificate will also require approval of the Board as is required by the DGCL, and the Board’s ability to make, alter, amend, change, add to or repeal the Windstream Bylaws will not be affected. Current Voting Requirements. Article Seven of the Windstream Certificate requires the approval of the holders of at least 66 2/3% of Windstream’s outstanding common stock to amend, alter, change or repeal the provisions of the Windstream Bylaws governing (1) substantive and procedural requirements regarding bringing business before an annual meeting, (2) the number, election and term of office of the Board of Directors, (3) the filling of vacancies on the Board of Directors, (4) the procedural requirements for the nomination of directors, and (5) amendment of the Windstream Bylaws.   |   61      Article Eleven of the Windstream Certificate requires the approval of the holders of at least 66 2/3% of our outstanding common stock to amend, alter, change or repeal the provisions of the Windstream Certificate governing (1) limits on the liability of Windstream’s directors, (2) the provision of indemnification for its directors and officers, (3) prohibitions on stockholders’ ability to act by written consent and to call special meetings, (4) amendment of the Windstream Certificate, and (5) Windstream’s election to be governed by Section 203 of the DGCL. Text and Legal Effect of Proposed Amendments. Approval of this Proposal No. 6 will result in the following changes to the Windstream Certificate: The super-majority voting provisions in Article Seven of the Windstream Certificate will be eliminated, thereby reducing the required vote for amendment, alteration, change or repeal of all provisions of the Windstream Bylaws to an affirmative vote of a majority of the outstanding shares of Windstream common stock entitled to vote on such amendment, alteration, change or repeal, which is the current standard required for amendments to the Windstream Bylaws generally. The Board believes that amending a corporation’s bylaws is a fundamental corporate action that should receive a broad consensus of its stockholders to ensure that the interests of all stockholders are fully protected. Accordingly, the Board believes that retaining the general voting standard for amending the Windstream Bylaws (i.e., a majority of outstanding shares) is in the best interests of Windstream’s stockholders. Articles Eleven of the Windstream Certificate will be repealed, thereby reducing the required vote for amendment, alternation, change or repeal of all provisions of the Windstream Certificate to an affirmative vote of a majority of the outstanding shares of Windstream common stock, which is the lowest approval standard permitted by the DGCL.      Article VII of the Windstream Bylaws is identical to Article Seven of the Windstream Certificate in that it requires the approval of the holders of at least 66 2/3% of Windstream’s outstanding common stock to amend, alter, change or repeal the bylaw provisions listed above. The Board has approved a conforming amendment to Article VII of the Windstream Bylaws, and stockholder approval of this Proposal No. 6 will constitute approval of the conforming amendment to the Windstream Bylaws.      The summary of the proposed amendments to Articles Seven and Eleven of the Windstream Certificate and Article VII of the Windstream Bylaws set forth above is qualified in its entirety to the text of the proposed amendments, which are attached asAppendix C to this Proxy Statement. Additions of text to the Windstream Certificate and Windstream Bylaws contained inAppendix C are indicated by underlining and text that will be deleted is stricken through. Vote Requirement. The affirmative vote of the holders of at least 66 2/3% of our outstanding common stock is required to approve the amendments to the Windstream Certificate proposed by this Proposal No. 6. If this proposal is approved by stockholders, we intend to promptly file an appropriate amendment to the Windstream Certificate with the State of Delaware. The proposed conforming amendments to the Windstream Bylaws will become effective if and when the proposed amendments to the Windstream Certificate become effective. If this proposal is not approved by stockholders, neither the amendment to the Windstream Certificate nor the conforming amendments to the Windstream Bylaws will become effective and the super-majority voting provisions will remain in effect. Board Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 6. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 6 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. 62   |   PROPOSAL NO. 7 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORSACCOUNTANT The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) to audit Windstream’s consolidated financial statements for the fiscal year ending December 31, 2012.2014. Windstream is submitting to the stockholders for ratification at the Annual Meeting the selection of PwC as Windstream’s independent auditorsregistered public accountant for 2012,2014, although neither the Board of Directors nor its Audit Committee maintains a policy requiring Windstream to seek stockholder ratification of the independent auditoraccountant selection. PwC also served as Windstream’s independent auditor during 2010 and 2011registered public accountant in connection with the audits of the 20102012 and 20112013 fiscal years. Information regarding PwC’s fees for 20102012 and 20112013 is provided below under the caption “Audit and Non-Audit Fees.”below. Representatives of PwC are expected to be present at the 2012 Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions. If the stockholders fail to ratify the appointment of PwC as Windstream’s independent registered public accountant, the Board will reconsider the appointment. However, even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Windstream and its stockholders. Audit and Non-Audit Fees. Aggregate fees for professional services rendered by PwC for the years ended December 31, 2013 and 2012 were: In thousands       2013       2012 Audit Fees (a) $ 3,523 3,201 Audit-Related Fees (b) 24 61 Tax Fees (c) 76 298 All Other Fees (d) 52 2        Total $ 3,675 3,562 (a)      Audit fees includes fees for the annual audit and quarterly reviews of the consolidated financial statements as well as attestation reports required by statute or regulation, comfort letters and consents in respect to Securities and Exchange Commission filings, and accounting and financial reporting consultations. The increase in 2013 audit fees is due to comfort letters and consents in respect to Securities and Exchange Commission filings and accounting consultations required to perform an audit in accordance with Generally Accepted Auditing Standards. (b) Audit-related fees are comprised of assurance and related services that are traditionally performed by the independent registered public accounting firm and are not reported under “Audit Fees.” Excluded from the 2013 and 2012 amounts are $33,150 and $31,000, respectively, paid by the Windstream Pension Plan Trust for the audit of the Windstream Pension Plan. Also excluded from the 2013 amount is $23,750 paid directly by the Windstream 401(k) Plan for the 2012 audit. (c) Tax fees are principally comprised of fees for tax consulting services provided by PwC. The 2012 fees were higher than 2013 primarily due to work performed in 2012 in connection with a study of acquisition costs and net operating losses related to the PAETEC acquisition. (d) All other fees are comprised of fees which cannot be associated with the categories previously noted. The increase in 2013 “all other fees” is primarily due to an external quality assessment of Windstream’s internal audit department.     In making its determination regarding the independence of PwC, the Audit Committee considered whether the provision of the services covered herein regarding “Audit-related fees,” “Tax fees” and “All other fees” was compatible with maintaining such independence. All services to be performed for Windstream by PwC must be pre-approved by the Audit Committee or a designated member of the Audit Committee pursuant to the Committee’s Pre-Approval Policies and Procedures. The Audit Committee’s pre-approval policy provides that Windstream may engage PwC for non-audit services (i) only if such services are not prohibited from being performed by PwC under the Sarbanes-Oxley Act of 2002 or any other applicable law or regulation and (ii) if such services are tax-related services, such services are one or more of the following tax-related services: tax return preparation and review; advice on income tax, tax accounting, sales/use tax, excise tax and other miscellaneous tax matters; tax advice   |   63 and implementation assistance on restructurings, mergers and acquisition matters and other tax strategies. The pre-approval policy provides that the Audit Committee, or any individual member of the Audit Committee who has been designated with authority to pre-approve audit or non-audit services to be performed by PwC, must pre-approve the engagement of PwC to perform such non-audit services, and any request for approval for PwC to perform a permitted non-audit service must be accompanied by a discussion of the reasons why PwC should be engaged to perform the services. None of the services described above were approved pursuant to thede minimisexception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC. Board Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” “FOR” PROPOSAL NO. 4. 7. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL NO. 4 7 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. 64   |   PROPOSAL NO. 58 STOCKHOLDER PROPOSAL TITLED: Prohibition of Accelerated Vesting of Equity Awards The stockholder proposal, which follows, is a verbatim submission by the Trust for the International Brotherhood of Electrical Workers’ Pension Benefit Fund (who has notified Windstream that it is the beneficial owner of Windstream Common Stock valued at more than $2,000), whose address is 900 Seventh Street, N.W., Washington, D.C. 20001, for consideration by Windstream stockholders. All statements contained in the proposal are the sole responsibility of the Fund. RESOLVEDStockholder Proposal:     Resolved: The shareholders hereby ask the board of directors of Windstream Corporation (the “Company”) to adopt a policy that in the event of a change ofin control of the Company,(as defined under any applicable employment agreement, equity incentive plan or other plan), there shall be no acceleration in theof vesting of any equity award granted to aany senior executive, provided, however, that the board’s Compensation Committee may provide in an applicable grant or purchase agreement that any unvested award maywill vest on a partial,pro rata basis up to the time of the senior executive’s termination, with such qualifications for an award as the Committee may determine.     For purposes of this Policy, “equity award” means an award granted under an equity incentive plan as defined in Item 402 of the SEC’s Regulation S-K, which addresses executive compensation. This resolution shall be implemented so as not affect any contractual rights in existence on the date this proposal is adopted. Supporting Statement     Windstream Corporation (the “Company”) allows senior executives to receive an accelerated award of unearned equity under certain conditions after a change of control event. Toof the extent any such unvested awardsCompany. We do not question that some form of severance payments may be appropriate in that situation. We are based on performance, the performance goals must have been met. This policy shall apply to future awards without affecting any contractual obligationsconcerned, however, that may existcurrent practices at the time.Company may permit windfall awards that have nothing to do with a senior executive’s performance. SUPPORTING STATEMENT Under various employment agreements and plans,    According to last year’s proxy statement, a termination without cause or an voluntary termination with good reason at the Company’send of the 2011 fiscal year could have accelerated the vesting of $17.5 million worth of long-term equity to Windstream’s five senior executives, willwith Mr. Gardner, the President and CEO, entitled to $9.3 million out of a total personal severance package worth $17.4 million.     In this regard, we note that Windstream uses a “double trigger” mechanism to determine eligibility for accelerated vesting: (1) There must a change of control, which can occur as defined in the plan or agreement, and (2) Employment is terminated without cause or voluntarily for “good reason” as defined in the plan.     We are unpersuaded by the argument that executives somehow “deserve” to receive “golden parachute”unvested awards. To accelerate the vesting of unearned equity on the theory that an executive was denied the opportunity to earn those shares seems inconsistent with a “pay for performance” philosophy worthy of the name.     We do believe, however, that an affected executive should be eligible to receive an accelerated vesting of equity awards under specified circumstances followingon apro rata basis as of his or her termination date, with the details of anypro rata award to be determined by the Compensation Committee.     Other major corporations, including Apple, Chevron, Dell, ExxonMobil, IBM, Intel, Microsoft, and Occidental Petroleum, have limitations on accelerated vesting of unearned equity, such as providing pro rata awards or simply forfeiting unearned awards.     We urge you to voteFOR this proposal. Board of Directors’ Statement In Opposition     This proposal seeks to eliminate acceleration of vesting of any equity award upon a change in control of the Company. We support the concept of performance-based equity awards to senior executives to the extent that such awards are tailored to promote performance and align executives’ interests with those Windstream stockholders rejected a similar stockholder proposal from this proponent at each of the shareholders. We also believe that severance payments may be appropriate in some circumstances following a change of control. We are concerned, however, that the Company’s current practices can disregard performance criteria upon a change of control. Instead, they can permit full2013 and immediate accelerated vesting of unearned equity awards. The Company’s 2011 proxy summarizes the potential exposure if unvested equity awards should vest upon a change in control. According to the proxy, if there had been a change of control on December 31, 2010, CEO Jeffery R. Gardner would have been eligible to receive more than $36 million in severance and benefits, approximately $10 million of which would have represented fully accelerated restricted shares. Other senior executives would have received fully accelerated vesting of restricted shares worth between $1.4 and 3.4 million apiece. The vesting of equity awards over a period of time is intended to promote long-term improvements in performance. The link between pay and long-term performance can be severed if awards pay out on an accelerated schedule. We urge you to vote FOR this proposal. BOARD OF DIRECTORS’ STATEMENT2012 Annual Meetings.   |   65 IN OPPOSITION TO THE STOCKHOLDER PROPOSAL Windstream maintains an equity-based compensation program for executive officers that is designed to provide long-term incentives, to better align the interests of executives with stockholders, and to provide a retention incentive. For the reasons outlined below, we believe this proposal would conflict with and potentially undermine these objectives of our equity-based compensation program. We believe the following design features of our equity compensation program adequately address the concerns raised by the proponent and render adoption of the proposal to be unnecessary: No equity awards vest solely upon signing, receipt of shareholder approval, or consummation of a change-in-control transaction (i.e., no single-trigger vesting); All As stated in the proposal, all awards to senior executives have a double-trigger vesting provision, which meanswhichmeans vesting does not occur unless both (1) the change-in-control transaction is consummated and (2)the executive’s employment is terminated following the transaction. Additionally, the first trigger is tied totiedto consummation (and not signing or shareholderstockholder approval) of a change-in-control transaction; No awards vest unless the executive’s position is eliminated in a qualified manner (i.e., termination by the companythecompany without cause, or resignation by the executive for good reason); and No awards contain a window period provision that vest the award if the executive resigns within a specifiedaspecified time period following closing of a change-in-control transaction. transaction; and Our change-in-control agreements with executive officers limit the amount of all change-in-controlseverance benefits (including the value of any unvested equity awards) so that they do not exceed theapplicable limit under 280G of the Internal Revenue Code, and no executives are eligible for gross-up orreimbursement of any excise taxes. Windstream also believes that it is appropriate for equity-based compensation including performance-based equity awards, to vest under this qualified double-trigger framework. It is also not feasible or practicable to convert performance-based awards into equity awards of the acquiror as part of a change-in-control transaction, as the performance-based metrics no longer exist once Windstream is acquired and integrated into the acquiror’s operations. Additionally,framework because, in most change-in-control transactions, senior executive positions of the target company are eliminated as duplicative following the closing of the transaction. IfAs a result of these alternative scenarios, if compensation programs are not properly designed, the risk of loss of a substantial portion of executive compensation can work to discourage management from pursuing the best alternatives for creating long-term value for shareholders,stockholders, including a potential change-of-control transaction, while encouraging pursuit of alternatives more likely to result in longer term employment of the executive team. Due to this potential conflict, we believe that well-designed change-in-control arrangements are an important measure to align management’s interests with stockholders. The conflict is potentially greater at Windstream due to the substantial amount of merger and acquisition activity that occurs in our sector, as well as Windstream’s practice of allocating a substantial percentage of each executive’s annual total direct compensation to performance-based equity compensation. One unintended consequence of adopting the proposal would be to undermine the retention incentive of equity awards, as management would face the prospect of forfeiture of all or a substantial portion of their equity awards in the event of a change-in-control. The need for this retention incentive is heightened during the pendency of a change-in-control, as a target company needs a motivated executive team to continue to operate the business during the period between signing and closing. The need for this retention incentive is especially great in Windstream’s industry due to the significant time periods that can elapse before obtaining regulatory approvals for a transaction. We note that none of the companies cited by the proponent as adopting its proposal is a company operating in Windstream’s sector, and adoption of this policy could disadvantage Windstream within its sector. If Windstream were to pursue a change-in-control transaction, the Board of Directors would choose such alternative in the belief that it was the best path for creating long-term value for Windstream shareholders.stockholders. Under those circumstances, the Board does not believe it is appropriate, or in the best interest of our stockholders for the reasons discussed above, for senior management to forfeit their unvested equity awards that represent a significant portion of their total annual compensation. For these reasons, Windstream believes that this proposal is unnecessary and undesirable and could have adverse consequences for stockholders. Board Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL. “AGAINST” PROPOSAL NO. 8. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “AGAINST THE STOCKHOLDER ” PROPOSAL NO. 8 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE. 66   |   PROPOSAL NO. 69 STOCKHOLDER PROPOSAL TITLED: Right to Act by Written Consent The stockholder proposal, which follows, is a verbatim submission by the CWA General FundKenneth Steiner (who has notified Windstream that ithe is the beneficial owner of Windstream Common Stock valued at more than $2,000), whose address is 501 Third Street, N.W.14 Stoner Ave., Washington, D.C. 20001-2767,2M, Great Neck, NY 11021, for consideration by Windstream stockholders. All statements therein are the sole responsibility of the Fund.Mr. Steiner. Stockholder Proposal Resolved,, that the shareholders of Windstream (“Company”) hereby Shareholders request that the Company provide a report, updated semiannually, disclosing the Company’s: 1. Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds. 2. Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. The report shall include: a. An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above; and b. The title(s) of the person(s) in the Company responsible for the decision(s) to make the political contributions or expenditures. The report shall be presented to theour board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with giving shareholders the fullest power to act by written consent in accordance with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.     Wet Seal (WTSLA) shareholders successfully used written consent to replace certain underperforming directors in 2012. This proposal topic also won majority shareholder support at 13 major companies in a single year. This included 67%-support at both Allstate and Sprint.     This proposal would empower shareholders by giving them the ability to effect change at our company without being forced to wait until an annual shareholder meeting. Shareholders could replace a director using action by written consent. Shareholder action by written consent could save our company the cost of holding a physical meeting between annual meetings.     A previous shareholder proposal was approved over the Windstream board’s opposition with 52% support from shareholders. It called for Windstream to change its charter and bylaws so that all proposals will require a simple majority vote of shareholders rather than the supermajority that certain changes currently require. Our CEO Jeffrey Gardner said our board would begin working on implementation of the change at its August meeting and would put specific changes to the shareholders for a vote next spring - according to Arkansas Business, May 8, 2013.     This proposal should also be more favorably evaluated due to our Company’s clearly improvable environmental, social and corporate governance performance as reported in 2013:     GMI Ratings, an independent investment research firm rated our company D for its executive pay. Windstream could give long-term incentive pay to our CEO for below-median performance. Unvested equity pay would not lapse upon CEO termination. Our company had not incorporated links to environmental or relevant board oversight committeesocial performance in its current incentive pay policies and postedthere was the potential for excessive golden parachutes.     Our Chairman, Jeffrey Hinson, was potentially over-committed with seats on 4 company boards. Not one independent director had general expertise in risk management. GMI said there were forensic accounting ratios related to asset-liability valuation that had extreme values either relative to industry peers or to our company’s own history. GMI rated Windstream as having Very Aggressive Accounting & Governance Risk. This indicated higher accounting and governance risk than 97% of companies.     Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please vote to protect shareholder value: Right to Act by Written Consent - Proposal 9 Board of Directors’ Statement in Opposition     The Windstream Certificate specifically prohibits stockholder action by written consent. The Board strongly believes that important matters should be the subject of stockholder meetings, which provide the opportunity for discussion and interaction among the Company’s stockholders so that all points of view may be considered prior to a vote. Because stockholder action by written consent does not require advance notice or communication to all stockholders, it would deprive stockholders of the opportunity to discuss, deliberate and vote on pending stockholder actions, thereby causing the disenfranchisement of potentially significant numbers of stockholders, and may prevent   |   67 stockholders from receiving accurate and complete information on important pending actions. Currently, any matter that Windstream or its stockholders wishes to present for a stockholder vote must be noticed in advance and presented at a meeting of stockholders. This allows all stockholders to consider, discuss and vote on pending stockholder actions. In contrast, the written consent proposal at issue would permit owners of a bare majority of shares with no fiduciary duties to other stockholders to initiate action with no prior notice either to the other stockholders or to the Company, and without giving all stockholders an opportunity to participate and consider arguments for and against any action, including the Company’s position. As stated above, the Board believes that important matters should be the subject of stockholder meetings because it gives all stockholders the ability to consider the matter. To that end, the Board has approved, subject to stockholder approval at the Annual Meeting, amendments to the Windstream Certificate and Windstream Bylaws to permit stockholders holding 20% or more of our outstanding common stock to call a special meeting.See Proposal No. 5. The Board believes that enabling stockholders to call special meetings obviates the need to permit stockholder action by written consent by providing a means for stockholders to raise important matters outside of the normal annual meeting cycle, while also allowing all stockholders to take part in extraordinary events affecting the Company. In other words, if a matter is of such importance that it must be addressed before the next annual meeting, the Board believes that a special meeting of stockholders is the channel best suited to ensure that all stockholders have the opportunity to vote on the Company’s website. Stockholder Supporting Statement As long-term shareholdersmatter, which the Board believes is in best interests of Windstream weand our stockholders. Accordingly, the Board recommends that stockholders vote in support transparencyof Proposal No. 5 and accountability in corporate spendingAGAINST this proposal.     The Board also opposes this proposal because action by written consent can occur with little or no advance notice to the Company, minority stockholders and the market. As a result, the Board may not have a meaningful opportunity to consider the merits of the proposed action, to consider alternative courses of action or to communicate its views to stockholders. For example, hostile or insurgent stockholders have relied on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, suchconsent solicitations as direct and indirect political contributionsa coercive tool to candidates, political parties,threaten or political organizations; independent expenditures;fundamentally change companies without providing all stockholders with notice or electioneering communications on behalf of federal, state or local candidates. Disclosure is consistent with public policy,an opportunity to be engaged in the best interestconsideration of such changes at a stockholders meeting.     Furthermore, giving stockholders the company and its shareholders, and critical for compliance with federal ethics laws. Moreover, the Supreme Court’s Citizens United decision recognized the importanceright to act by written consent in lieu of political spending disclosure for shareholders when it said “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability maymeeting can expose the company to reputational and business risks that could threaten long-term shareholder value. Windstream contributed at least $191,000 in corporate funds since the 2006 election cycle. (CQ: http: // moneyline.cg.com/pml/home.do and National Institute on Money in State Politics: http: /_/www. followthemoney. org / index. phtml.) However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations used for political activities are undisclosed and unknown. The proposal asks the Company to disclose allnumerous consent solicitations which would force the Company to incur significant expense and cause disruption to its operations.     The proposal’s supporting statement also comments on a stockholder proposal that was approved at the 2013 annual meeting. In response to this vote and after obtaining the views of its political spending,several large institutional stockholders on this topic, the Board has implemented “majority of votes cast” as our general voting standard and has recommended Proposal No. 6 to eliminate “super-majority voting” requirements. In an effort to ensure stockholder approval of this Proposal No. 6, we have implemented measures to increase voter participation including an interactive shareholder forum and stratified distribution of proxy materials by delivering “full set” voting materials to our larger shareholders. We believe these efforts demonstrate our responsiveness to our stockholder’s interests and concerns. payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with    The proposal’s supporting statement also makes a growing number of leading companies, including Exelon, Merck and Microsoft that support political disclosure and accountability and presentnegative statements regarding our corporate governance practices. Despite the suggestions of this information on their websites. The Company’s Board and its shareholders need comprehensive disclosureproponent to be ablethe contrary, the Company is committed to fully evaluategood corporate governance, which promotes the political uselong-term interests of corporate assets. We urge your support for this critical governance reform. BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO THE STOCKHOLDER PROPOSAL Windstream shares the proponents’ interest in transparency and accountability regarding corporate spending on political activities, andstockholders, strengthens the Board of Directors has adoptedand management accountability and helps build public trust in the company. Highlights of our strong corporate governance profile include the following factors: 8 out of 9 director nominees are independent; Roles of Chairman and CEO are separate; Our Chairman is independent; We have a director resignation policy regarding spending on political activities which is posted onfor directors who fail to receive majority of votes cast.     Our stockholders have confirmed their support for our strong corporate governance profile by electing our current slate of directors by a vote in excess of 98 % of votes cast at the Investor Relations portion2013 annual meeting.     In summary, the Board does not believe that adoption of Windstream’s website: Windstream’s Board of Directors oversees corporate political spending. At least annually, Windstream will brief its Governance Committee onthis proposal would be in the company’s corporate political activity, including the spending of treasury funds and/or funds from the Windstream Corporation political action committees. Further, prior to funding any independent expenditure, Windstream shall obtain the approval of its Governance Committee. Windstream is committed to transparency in its political activities. The company complies with federal and state regulatory reporting requirements, including required filings made with the Federal Election Commission (FEC) and comparable state entities. Windstream’s FEC filings are publicly available on the FEC’s website (www.fec.gov) and state-only filings are available on the websitesbest interests of the Arkansas Secretary of State and the Florida Division of Elections, and Windstream posts a link to these filings on its Investor Relations website to facilitate shareholder access to them.Company’s stockholders. 68   |   Board Recommendation Windstream has not funded independent expenditures and does not plan to fund independent expenditures as part of its political program. Consistent with its commitment to transparency, Windstream will be fully transparent if it funds independent expenditures in the future. Windstream will encourage its trade associations to provide transparency for their political campaign contributions and to decline to make independent expenditures. The company will not, however, condition membership in a group or association based on the group or association’s policy on reporting independent expenditures. Windstream competes in a highly regulated industry, and the Company’s operations are significantly affected by government actions at the local, state and national levels. Therefore, it is important that Windstream actively participate in the electoral and legislative processes in order to protect stockholder interests and that these activities remain transparent, as they are today. We believe the Windstream’s existing policy substantially implements the core elements of the proponent’s proposal. Our policy goes even further by requiring approval by the Governance Committee of the Board of Directors for independent political expenditures, which is a key area of concern expressed to us by various shareholder constituencies of Windstream. The only difference in our policy and the proponent’s is the level of detail, format and frequency of reporting of political spending. For these reasons, Windstream believes this proposal is unnecessary. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ATHAT STOCKHOLDERS VOTE “AGAINST” THE STOCKHOLDER PROPOSAL. “AGAINST” PROPOSAL NO. 9. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “AGAINST THE STOCKHOLDER ” PROPOSAL NO. 9 UNLESS STOCKHOLDERS SPECIFY A CONTRARY VOTE.   |   69 STOCKHOLDER PROPOSALS FOR 20132015 ANNUAL MEETING Stockholders who intend to present proposals at the 20132015 Annual Meeting of Stockholders, and who wish to have those proposals included in Windstream’s proxy statement for the 20132015 Annual Meeting, must be certain that those proposals are received by the Corporate Secretary at 4001 Rodney Parham Road, Little Rock, Arkansas 72212, no later than November 27, 2012.25, 2014. Such proposals must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement for Windstream’s 20132015 Annual Meeting. Additionally, stockholders that desire Notice of stockholder proposals to submit a proposal atbe raised from the 2013floor of the 2015 Annual Meeting of Stockholders outside the process established by SECof Rule 14a-8 (i.e., where the proposal will notmust be included in Windstream’s proxy statement for the 2013 Annual Meeting) must comply with the advance notice provisions in Windstream’s bylaws, the substantive and procedural requirements of which are more fully discussed below under the caption “Other Matters”. In order to comply with the advance notice provisions in Windstream’s bylaws, the stockholder must deliver written notice of the proposal toreceived by the Corporate Secretary at the address provided above noby not earlier than the close of business on January 9, 2013 nor7, 2015 and not later than the close of business on February 8, 2013. 6, 2015. CERTAIN RELATIONSHIPS AND RELATEDCERTAIN TRANSACTIONS Windstream has adopted a written policy for the review and approval of related party transactions. The Governance Committee is responsible for the review and approval of transactions covered by the policy, although transactions can also be approved by the disinteresteddis-interested members of the Board of Directors. Under the policy and subject to the exceptions noted below, the Governance Committee or the Board must approve any transaction in which Windstream is a participant, the amount involved equals or exceeds $120,000, and the transaction is required to be disclosed under SEC rules regarding related party transactions. To be approved, the transaction must be on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party or is otherwise determined to be fair and in the best interests of Windstream. The persons covered by the policy are Windstream’s directors, director nominees, and executive officers, immediate family members of any of the foregoing, and any entity that is controlled by any of the foregoing persons. During 2011,2013, Windstream engaged Touchwood Technologies of Little Rock, Arkansas to perform information technology consulting services including website development and email fulfillment and paid Touchwood approximately $177,000$207,978 for these services. The brother of John Eichler, who is Vice President-Controller and an executive officer of Windstream, iswas an employee with Touchwood through September 2013 and performsperformed services for Touchwood on engagements with Windstream. John Eichler has had no involvement in Windstream’s relationship with Touchwood or Windstream’s procurement decisions for this vendor. Windstream believes that the engagements with Touchwood are on market terms that are comparable or more favorable to those that could be obtained in arm’s length dealings with unrelated third parties. The Governance Committee of the Board of Directors approved the terms of the Touchwood engagement for 20112013 in accordance with Windstream’s procedure for the review and approval of related party transactions involving officers. Except for the foregoing, Touchwood relationship during 2011, there were no commercial transactions between related parties and Windstream that required disclosure in this proxy statement. Transactions covered by the policy do not include the provision of services, the sale of products or other transactions conducted by Windstream in the ordinary course of business and on terms generally available to employees or customers. Covered transactions also do not include an employment or service relationship involving a director or executive officer and any related compensation resulting from that relationship that is approved by Windstream’s Compensation Committee or is disclosed in the proxy statement pursuant to the SEC’s executive compensation rules. Additionally, covered transactions do not include employment relationships of immediate family members of executive officers as long as the immediate family member is not also an executive officer and is not related to the Chief Executive Officer or a director. Any employment relationships with immediate family members of executive officers that are not subject to the policy require the approval of the Chief Executive Officer. The Governance Committee also receives an annual report disclosing the terms of all related party transactions including transactions that do not require pre-approval by the Committee. The following is a summary of certain employment relationships occurring during 20112013 involving Windstream, certain of its executive officers and certain members of their immediate family. Windstream believes the terms of the following employment relationships are comparable to terms that would have been reached by unrelated parties in arm’s-length transaction. David Martin is the brother-in-law of Brent Whittington, who is Chief Operating Officer and an executive officer of Windstream. Mr. Martin served as a Director of Business SolutionsVice President – Direct Sales for Windstream during 2011.2013. For 2011,2013, Windstream paid Mr. Martin total compensation of $176,162$249,430, comprised of salary, commissions, the value of restricted stock granted during 2011,2013, Company contribution to the Windstream 401K plan, and Windstream’s portion of healthcare premiums. 70   |       Andrew Einhorn is the brother of Eric Einhorn, who is Senior Vice President-Government Affairs and an executive officer of Windstream. Andrew Einhorn served as an Account Executive – Interconnect-ISG during 2013. For 2013, Windstream paid Andrew Einhorn total compensation of $116,382, comprised of salary, commissions, the value of restricted stock granted during 2013, Company contribution to the Windstream 401K plan, and Windstream’s portion of healthcare premiums. Wendy Raney is the wife of William Grant Raney, who is Executive Vice President – Operations and an executive officer of Windstream. Ms. Raney served as Vice President of Customer Service for Windstream during 2011. For 2011, Windstream paid Ms. Raney total compensation of $229,555 comprised of salary, bonus, the value of restricted stock granted during 2011, Company contribution to the Windstream 401K plan and Windstream’s portion of healthcare premiums. Paul Kroger is the son-in-law of Michael Rhoda, who is Senior Vice President – Regulatory Affairs and an executive officer of Windstream. Mr. Kroger served as a Director of Business Solutions for Windstream during 2011. For 2011, Windstream paid Mr. Kroger total compensation of $136,241 comprised of salary, commissions, auto allowance, relocation reimbursement, Company contribution to the Windstream 401K plan, and Windstream’s portion of healthcare premiums. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires Windstream’s directors and executive officers, and persons who own more than ten percent of Windstream’s Common Stock, to file with the SEC and NASDAQ initial reports of ownership and reports of changes in ownership of that Common Stock. To Windstream’s knowledge, based solely upon a review of copies of reports provided by those individuals to Windstream and written representations of those individuals that no other reports were required with respect to the year ended December 31, 2011,2013, Windstream believes that all of the foregoing filing requirements applicable to its directors, executive officers, and greater-than-ten percent beneficial owners have been met. ANNUAL REPORT ANNUAL REPORT The 20112013 Annual Report accompanies this proxy statement, which incorporates a copy of Windstream’s 20112013 Form 10-K report, including the consolidated financial statements and the financial statement schedules thereto. For stockholders who elect to receive proxy materials by mail and not electronic delivery, only one copy of this proxy statement, and the accompanying Annual Report, is being delivered to such stockholders who share an address, unless Windstream has received contrary instructions from one or more of the stockholders. Windstream will promptly deliver a separate copy of this proxy statement and the accompanying Annual Report to any stockholder at a shared address to which a single copy of those documents has been delivered by mail upon the written or oral request from that stockholder to Windstream at the address provided below or by calling (501) 748-7000. Any stockholder sharing a single copy of the proxy statement and Annual Report who wishes to receive a separate distribution by mail of Windstream’s proxy statement and Annual Report in the future and stockholders sharing an address and receiving by mail multiple copies of Windstream’s proxy statement and Annual Report who wish to share a single copy of those documents in the future should also notify Windstream at: Investor Relations, Windstream Corporation, 4001 Rodney Parham Road, Little Rock, Arkansas 72212. AUDIT AND NON-AUDIT FEES PricewaterhouseCoopers LLP (“PwC”) has been selected as Windstream’s independent auditors for 2012. Aggregate fees for professional services rendered by PwC for the years ended December 31, 2011 and 2010 were: In thousands    2011      2010   Audit (a)    $ 2,902       $ 2,915    Audit-related (b)      103         200    Tax (c)      186         542    All other (d)      2         4                      Total    $ 3,193       $ 3,661    (a)    Audit fees includes fees for the annual audit and quarterly reviews of the consolidated financial statements as well as attestation reports required by statute or regulation, comfort letters and consents in respect to Securities and Exchange Commission filings, and accounting and financial reporting consultations. (b)    Audit-related fees are comprised of assurance and related services that are traditionally performed by the independent registered public accounting firm and are not reported under “Audit Fees”. The decrease in 2011 audit-related fees is primarily due to work performed in connection with the prior year acquisition of Q-Comm Corporation. Excluded from the 2011 and 2010 amounts are $29,000 and $25,000, respectively, paid by the Windstream Pension Plan Trust for the audit of the Windstream Pension Plan. (c)    Tax fees are principally comprised of fees for tax consulting services provided by PwC. The decrease in 2011 tax fees is primarily due to work performed in connection with the prior year acquisitions of NuVox, Inc.; Iowa Telecom; Q-Comm Corporation; and Hosted Solutions, LLC. (d)    All other fees are comprised of fees which cannot be associated with the categories previously noted.OTHER MATTERS In making its determination regarding the independence of PwC, the Audit Committee considered whether the provision of the services covered herein regarding “Audit-related fees”, “Tax fees” and “All other fees” was compatible with maintaining such independence. All services to be performed for Windstream by PwC must be pre-approved by the Audit Committee or a designated member of the Audit Committee pursuant to the Committee’s Pre-Approval Policies and Procedures. The Audit Committee’s pre-approval policy provides that Windstream may engage PwC for non-audit services (i) only if such services are not prohibited from being performed by PwC under the Sarbanes-Oxley Act of 2002 or any other applicable law or regulation and (ii) if such services are tax-related services, such services are one or more of the following tax-related services: tax return preparation and review; advice on income tax, tax accounting, sales/use tax, excise tax and other miscellaneous tax matters; tax advice and implementation assistance on restructurings, mergers and acquisition matters and other tax strategies. The pre-approval policy provides that the Audit Committee, or any individual member of the Audit Committee who has been designated with authority to pre-approve audit or non-audit services to be performed by PwC, must pre-approve the engagement of PwC to perform such non-audit services, and any request for approval for PwC to perform a permitted non-audit service must be accompanied by a discussion of the reasons why PwC should be engaged to perform the services instead of an alternative provider. None of the services described above were approved pursuant to thede minimis exception provided in Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC. OTHER MATTERS The management and the Board of Directors of Windstream do not know of any other matters that may come before the meeting. If any other matters properly come before the meeting, however, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on those matters. Under Windstream’s Bylaws, nominations for director may be made only by the Board or by a Windstream stockholder who has delivered timely notice of such stockholder’s intent to make such nomination in writing to the Secretary of Windstream. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of Windstream (i) in the case of an annual meeting, not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made, whichever occurs first, and (ii) in the case of a special meeting at which directors are to be elected, not later than the close of business on the 10th day following the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made, whichever occurs first. The stockholder’s notice of nomination shall set forth: (1) as to each person whom the stockholder proposes to nominate for election as a director at such meeting all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended and such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (2) as to the stockholder and any “stockholder associated person” (as such phrase is defined below) giving the notice (A) the name and address, as they appear on the Windstream’s books, of such stockholder and any stockholder associated person, (B) the class and number of shares of Windstream which are beneficially owned by such stockholder and also which are owned of record by such stockholder, (C) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any such stockholder associated person with respect to any share of Windstream stock; and (3) as to the beneficial owner, if any, on whose behalf the nomination is made, (A) the name and address of such person, (B) the class and number of shares of Windstream which are beneficially owned by such person, (C) a representation that the stockholder is a holder of record of stock of Windstream entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination, and (D) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (i) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Windstream’s outstanding capital stock required to elect the nominee and/or (ii) otherwise to solicit proxies from stockholders in support of such nomination. A stockholder associated person means, with respect to a stockholder, (1) any person directly or indirectly controlling, controlled by or under common control with, or directly or indirectly acting in concert with, such stockholder and (2) any beneficial owner of shares of Windstream stock owned of record or otherwise by such stockholder The Bylaws also provide that no other business may be brought before an annual meeting except as specified in the notice of the meeting or as otherwise brought before the meeting by or at the direction of the Board or by a Windstream stockholder entitled to vote who has delivered timely notice to Windstream. These requirements apply to any matter that a Windstream stockholder wishes to raise at an annual meeting other than in accordance with the procedures in SEC Rule 14a-8. For business to be properly brought before an annual meeting, such proposed business must constitute a proper matter for stockholder action. For a stockholder to provide timely notice of a proposed action, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of Windstream, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is called for a date that is not within 25 days before or after such anniversary date, notice by the stockholder must be received not later than the close of business on the 10th day following the date on which notice of the date of the annual meeting was mailed or public announcement of such date was made, whichever occurs first. A stockholder’s notice of proposed business (other than director nominations) must set forth as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting and the text of the proposal or business, (2) the reason for conducting such business and any material interest of the stockholder and any stockholder associated person, individually or in the aggregate, including any anticipated benefit to the stockholder or stockholder associated person, (3) the name and address, as they appear on Windstream’s books, of the stockholder proposing such business and of any stockholder associated person, (4) the class and number of shares of Windstream Common Stock which are beneficially owned by the stockholder and by any stockholder associated person, (5) a representation that the stockholder is a holder of record of Common Stock of Windstream entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, (6) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Windstream’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal, and (7) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any such stockholder associated person with respect to any share of Windstream stock. All notices of stockholder nominations for director or other proposed business must be delivered in writing to the Corporate Secretary of Windstream at the principal executive offices of Windstream at 4001 Rodney Parham Road, Little Rock, Arkansas 72212. Windstream will bear the cost of solicitation of proxies. In addition to the use of the mail, proxies may be solicited by officers, directors, and employees of Windstream, personally or by telephone or electronic means. In the event the management of Windstream deems it advisable, Windstream may engage the services of an independent proxy solicitation firm to aid in the solicitation of proxies. The fees paid by Windstream, in the event of such an engagement, likely would not exceed $20,000. Windstream will pay persons holding stock in their names or those of their nominees for their expenses in sending soliciting material to their principals in accordance with applicable regulations. The material referred to in this proxy statementProxy Statement under the caption “Audit Committee Report” shall not be deemed soliciting material or otherwise deemed filed and shall not be deemed to be incorporated by any general statement of incorporation by reference in any filings made under the Securities Act of 1933 or the Securities Exchange Act of 1934. IT IS IMPORTANT THAT ALL SHARES BE VOTED PROMPTLY. THEREFORE, STOCKHOLDERS ARE URGED TO VOTE AS SOON AS POSSIBLE ON THE INTERNET, BY TELEPHONE, OR BY MAIL. Act. Dated: March 27, 2012 25, 2014 By Order of the Board of Directors, John P. Fletcher, Secretary   |   71 Appendix A APPENDIX AWINDSTREAM 2006 EQUITY INCENTIVE PLAN (as amended and restated effective February17, 201012, 2014) WINDSTREAM CORPORATION PERFORMANCE INCENTIVE COMPENSATION PLAN I. PURPOSE 1. Purpose of the Plan. The purpose of this Plan is to attract, retain and motivate directors, officers and other key employees of WindstreamHoldings, Inc.(the “Company”) and its Subsidiaries and to provide to such persons incentives and rewards for superior performance and contribution. The Planbecamewas originally adopted by Windstream Corporation Performance Incentive Compensation effective July 17, 2006, and was subsequently amended as of January 1, 2008., and amended and restated effective as of February 17, 2010. The Plan (the “Plan”) is to advancewas subsequently assumed by the interestsCompany effective August 30, 2013 as part of a holding company formation in which Windstream Corporation (the “Company”) by strengthening, through the payment of incentive awards, the linkage between executivesbecame a wholly-owned subsidiary of the Company and stockholders of the Company, the decision-making focus of executives of the Company upon improving stockholder wealth, and the ability of the Company to attract and retain those key employees upon whose judgment, initiative, and efforts the successful growth and profitability of the Company depends. II. DEFINITIONSCompany. a. “Award”The Plan is hereby amended and restatedeffectiveas of February17, 2010 as set forth herein12, 2014, subject to the approval of our stockholders at the20102014 annual meeting. 2. Definitions. Capitalized terms used herein shall mean a cash award granted underhave the Plan to a Participant by the Committee pursuantmeanings assigned to such terms conditions, restrictions and/in this Section 2.     “Applicable Laws” means the requirements relating to the administration of equity-based compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or limitations, ifquotation system on which the Common Shares are listed or quoted and the applicable laws of any other country or jurisdiction where awards are granted under this Plan.     “Appreciation Right” means a right granted pursuant to Section 5 or Section 9 of this Plan, and shall include both Tandem Appreciation Rights and Free-Standing Appreciation Rights.     “Base Price” means the price to be used as the Committee may establish.basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right and a Tandem Appreciation Right. b. “Beneficiary” shall mean the beneficiary or beneficiaries designated in accordance with Section XII to receive any amount payable under the Plan after the death of a Participant. c. “Board” shall mean    “Board” means the Board of Directors of the Company.     “Change in Control” means if at any time any of the following events shall have occurred (except as may be otherwise prescribed by the Board in an Evidence of Award):          a. 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 Company 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 Company 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 corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subparagraph c. below shall not be deemed to result in a Change in Control;          b. 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 Company’s shareholders, 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; or          c. The consummation of a reorganization, merger or consolidation or sale or other disposition of more than fifty percent (50%) of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) 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 72   |   limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’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, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company 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 (iii) 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 d. “CEO” shall meanApproval by the Chief Executive Officerstockholders of the Company of a complete liquidation or dissolution of the Company. e. “Code” shall mean    “Code” means the Internal Revenue Code of 1986, as amended.     “Common Shares” means shares of common stock, par value $0.0001, of the Company or any security into which such Common Shares may be changed by reason of any transaction or event of the type referred to in Section 12 of this Plan. f. “Committee”    “Company” means WindstreamCorporationHoldings, Inc. and its successors.     “Covered Employee” means a Participant who is, or is determined by the Board to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provision).     “Date of Grant” means the date specified by the Board on which a grant of Option Rights, Appreciation Rights, Performance Units or Performance Shares or a grant or sale of Restricted Shares or Restricted Stock Units, or awards granted under Section 10 of this Plan shall meanbecome effective (which date will not be earlier than the Compensation Committeedate on which the Board takes action with respect thereto).     “Director” means a member of the Board.     “Evidence of Award” means an agreement, certificate, resolution or other type or form of writing or other evidence approved by the Board which sets forth the terms and conditions of the Option Rights, Appreciation Rights, Performance Units, Performance Shares, Restricted Shares, Restricted Stock Units, or awards granted under Section 10 of this Plan. An Evidence of Award may be in an electronic medium, may be limited to a notation on the books and records of the Company and, with the approval of the Board, (or subcommittee thereof), consistingneed not be signed by a representative of not less than two Board members each of whom shall be (i)the Company or a “non-employee director” as defined in Rule 16b-3 ofParticipant.     “Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations thereunder, as such law, rules and regulations may be amended and (ii)from time to time.     “Free-Standing Appreciation Right” means an “outside director”Appreciation Right granted pursuant to Section 5 or Section 9 of this Plan that is not granted in tandem with an Option Right.     “Incentive Stock Options” means Option Rights that are intended to qualify as defined in the regulations“incentive stock options” under Section 162(m) of the Code. g. “Company” shall mean Windstream Corporation, a Delaware corporation, its successors and survivors resulting from any merger or acquisition of Windstream Corporation with or by any other corporation or other entity or enterprise. h. “Covered Employee” shall mean a Participant who the Committee deems likely to have compensation for the Plan Year which would be non-deductible by the Company under Section 162(m)422 of the Code if the Company did not comply with the provisions of Section 162(m) of the Code and the regulations thereunder with respect to such compensation.or any successor provision. i. “Disability” shall mean incapacity resulting in the Participant’s being unable to engage in gainful employment at his usual occupation by reason of any medically demonstrable physical or mental condition, excluding, however, incapacity contracted, suffered or incurred while the Participant was engaged in, or which resulted from having engaged in, a felonious enterprise; incapacity resulting from or consisting of chronic alcoholism or addiction to drugs or abuse; and incapacity resulting from an intentionally self-inflicted injury or illness. j. “Eligible Employee” shall mean any officer or key management employee of the Company or a Subsidiary who is a regular full-time employee of the Company or a Subsidiary. A director of the Company or a Subsidiary is not an Eligible Employee unless he is also a regular full-time salaried employee of the Company or a Subsidiary. A “full-time” employee means any employee who is customarily employed more than 20 hours per week and at least six months per year. k. “Participant” shall mean any Eligible Employee who is approved by the Committee for participation in the Plan for the Plan Year with respect to which an Award may be made and which has not been paid, forfeited or otherwise terminated or satisfied under the Plan. l. “Payout Formula” shall mean the formula established by the Committee for determining Awards for a Plan Year based on the level of achievement of the Performance Objectives for the Plan Year. m. “Performance Objectives”    “Management Objectives” means the measurable performance objective or objectives established pursuant to thethis Plan for Participants.Participants who have received grants of Performance Units or Performance Shares or, when so determined by the Board, Option Rights, Appreciation Rights, Restricted Shares and Restricted Stock Units pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The PerformanceManagement Objectives may be made relative to the performance of other corporations. The PerformanceManagement Objectives applicable to any Awardaward to a Covered Employee that is intended to qualify for the performance-based compensation exception to Section 162(m) of the Code shall be based on specified levels of or growth in one or more of the following criteria: revenues, weighted average revenue per unit, earnings from operations, operating income, earnings before or after interest and taxes, operating income before or after interest and taxes, net income, cash flow, earnings per share, debt to capital ratio, economic value added, return on total capital, return on invested capital, return on equity, return on assets, total   |   73 return to stockholders, earnings before or after interest, taxes, depreciation, amortization or extraordinary or special items, operating income before or after interest, taxes, depreciation, amortization or extraordinary or special items, return on investment, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, cash flow in excess of cost of capital, operating margin, profit margin, contribution margin, stock price and/or strategic business criteria consisting of one or more objectives based on meeting specified product development, strategic partnering, research and development, market penetration, geographic business expansion goals, cost targets, customer satisfaction, gross or net additional customers, average customer life, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates and joint ventures. PerformanceManagement Objectives may be stated as a combination of the listed factors. n. “Plan” shall mean If the Windstream Corporation Performance Incentive Compensation Plan, as set forthBoard determines that a change in this instrument, as amended from time to time. o. “Plan Year” shall mean the Company’s fiscal year for tax and financial reporting purposes,business, operations, corporate structure or such other period as determined by the Committee in its discretion, to be used to measure actual performance against Performance Objectives and to determine the amount of Awards for Participants. p. “Retirement” shall mean the Participant’s termination of employment with the Company and/or all Subsidiaries for any reason other than death after either: (i) attaining age fifty-five and completing twenty (20) or more “Vesting Years of Service”; (ii) attaining age sixty (60) and completing fifteen (15) or more “Vesting Years of Service”; or (iii) satisfying the conditions specified for eligibility for “retirement” under a written employment contract between the Participant and the Company and/or a Subsidiary. For purposes of the immediately preceding sentence, “Vesting Years of Service” shall have the meaning given it under the terms of the Windstream Pension Plan. q. “Subsidiary” shall mean a corporation of which fifty percent (50%) or more of the issued and outstanding voting stock is owned (directly or indirectly) by the Company. III. ADMINISTRATION a. Administration of the Plan shall be by the Committee, which shall, in applying and interpreting the provisions of the Plan, have full power and authority to construe, interpret and carry out the provisions of the Plan. All decisions, interpretations and actions of the Committee under the Plan shall be at the Committee’s sole and absolute discretion and shall be final, conclusive and binding upon all parties. The generality of the provisions of the immediately preceding sentence shall not be deemed to be limited by any reference to the Committee’s discretion in any other provision of the Plan. The Committee may delegate to the CEO or other officers, subject to such terms as the Committee shall determine, authority to perform certain functions, including administrative functions, except that the Committee shall retain exclusive authority to determine matters relating to Awards to the CEO and other individuals who are Covered Employees. In the event of such delegation, all references to the Committee in this Plan shall be deemed references to such officers as it relates to those aspects of the Plan that have been delegated. b. No member of the Committee shall be jointly or severally liable by reason of any contract or other instrument executed by him or on his behalf in his capacity as a member of the Committee, nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other officer, employee and director of the Company to whom any duty or act relating to the administration of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of the claim with the approval of the Board) arising out of any act or omission to act in connection with the Plan, unless arising out of such person’s or persons’ own fraud or bad faith. c. The existence of this Plan or any Award or other right granted hereunder will not affect the authoritycapital structure of the Company, or the Committee to take any other action, includingmanner in respect of the grant or award of any annual or long-term bonuswhich it conducts its business, or other rightevents or benefit, whether or not authorized by this Plan, subject only to limitations imposed by applicable law. IV. ELIGIBILITY FOR PARTICIPATION a. As soon as practicable after the beginning of each Plan Year, the Committee shall designatecircumstances (including those Eligible Employees who shall participate in the Plan for the current Plan Year (or, if a person becomes an Eligible Employee after the beginning of the Plan Year, he shall be designated as a Participant as soon as practicable after he becomes an Eligible Employee). In determining which Eligible Employees shall participate for any given Plan Year, the Committee shall consider the recommendations of the CEO. Each Eligible Employee shall be notified of his participation in the Plan as soon as practicable after approval of his participation for any Plan Year (or portion thereof) for which his participation has been approved. An Eligible Employee who is a Participant for a given Plan Year is neither guaranteed nor assured of being selected for participation in any subsequent Plan Year. b. Notwithstanding anything containedevents and circumstances described in Section IV(a) to12 of this Plan) render the contrary, individuals who are Covered Employees shall be designated byManagement Objectives unsuitable, the Committee to participate in the Plan no later than 90 days following the beginning of the Plan Year or before 25% of the Plan Year has elapsed, whichever is earlier. V. DETERMINATION OF AWARDS a. The Committee shall establish the Performance Objectives and Payout Formulas for each Participant during the first quarter of each Plan Year and notify each Participant in writing of his or her Payout Formulas and Performance Objectives. In determining the applicable Payout Formulas or Performance Objectives other than for the CEO, the Committee shall consider the recommendations of the CEO. The Performance Objectives and Payout Formulas established by the Committee need not be uniform with respect to any or all Participants. The Committee may also make Awards to newly hired or newly promoted executives without compliance with such timing and other limitations as provided herein, which Awards may be based on performance during less than the full Plan Year and may be pro-rated in the discretion of the Committee. b. Participants must achieve the Performance Objectives established by the Committee in order to receive an Award under the Plan. However, the Committee may determine that only the threshold level relating to a Performance Objective must be achieved for Awards to be paid under the Plan. Similarly, the Committee may establish a minimum threshold performance level, a maximum performance level, and one or more intermediate performance levels or ranges, with target award levels or ranges that will correspond to the respective performance levels or ranges included in the Payout Formula. c. The Committee may establish multiple Performance Objectives with respect to a single Participant. If more than one Performance Objective is selected by the Committee for a Plan Year, the Performance Objectives will be weighted by the Committee to reflect their relative importance to the Company in the applicable Plan Year. If the Committee establishes a threshold level of achievement with respect to multiple Performance Objectives, Awards will be paid under the Plan upon achievement of threshold levels of one or more of the specified Performance Objectives. d. The CommitteeBoard may in its sole discretion modify such Payout Formulas, PerformanceManagement Objectives or the related minimum acceptable level of achievement, in whole or in part, as the CommitteeBoard deems appropriate and equitable, (i) to reflect a changeexcept in the business, operations, corporate structure or capital structurecase of the Company or its Subsidiaries, the manner in which it conducts its business, or other events or circumstances or (ii) in the event that a Participant’s responsibilities materially change during a Plan Year or the Participant is transferred to a position that is not designated or eligible to participate in the Plan. e. Notwithstanding anything contained in this Section V to the contrary, the Committee shall establish the Performance Objectives (including the relative weight of multiple Performance Objectives) and Payout Formulas for each Covered Employee not later than 90 days following the beginning of the Plan Year or before 25% of the Plan Year has elapsed, whichever is earlier. Furthermore, the Committee shall not modify the Performance Objectives (including the relative weight of multiple Performance Objectives) and Payout Formulas applicable to a Covered Employee to the extent that such action would result in the loss of the otherwise available exemption of the Awardaward under Section 162(m) of the Code. f.    “Market Value per Share” means, as of any particular date, (i) the closing sale price per Common Share as reported on the principal exchange on which Common Shares are then trading, or if there are no sales on such day, on the next preceding trading day during which a sale occurred, or (ii) if clause (i) does not apply, the fair market value of a Common Share as determined by the Board.     “Non-Employee Director” means a Director who is not an employee of the Company or any Subsidiary.     “Optionee” means the optionee named in an agreement evidencing an outstanding Option Right.     “Option Price” means the purchase price payable on exercise of an Option Right.     “Option Right” means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 or Section 9 of this Plan.     “Participant” means a person who is selected by the Board to receive benefits under this Plan and who is at the time an officer or other key employee of the Company or any of its Subsidiaries, or who has agreed to commence serving in any such capacities within 90 days of the Date of Grant, and shall also include each Non-Employee Director who receives an award of Option Rights, Appreciation Rights, Restricted Shares, Restricted Stock Units or any awards under Section 10 of this Plan.     “Performance Period” means, in respect of a Performance Unit or Performance Share, a period of time established pursuant to Section 6 of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to be achieved.     “Performance Share” means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 6 of this Plan.     “Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 6 of this Plan.     “Plan” means this Windstream 2006 Equity Incentive Plan, as amended from time to time.     “Restricted Shares” means Common Shares granted or sold pursuant to Section 7 or Section 9 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfers referred to in such Section 7 has expired.     “Restricted Stock Units” means an award of the right to receive Common Shares at the end of a specified Restriction Period made pursuant to Section 8 or Section 9 of this Plan.     “Restriction Period” means the period of time during which Restricted Stock Units are subject to deferral limitations under Section 8 of this Plan. 74   |       “Spread” means the excess of the Market Value per Share on the date when an Appreciation Right is exercised, or on the date when Option Rights are surrendered in payment of the Option Price of other Option Rights, over the per share Option Price or per share Base Price provided for in the related Option Right or Free-Standing Appreciation Right, respectively.     “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).     “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 or Section 9 of this Plan that is granted in tandem with an Option Right. 3. Shares Available Under the Plan.          a. Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares that may be issued or transferred (i) upon the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Shares, (iii) in payment of Restricted Stock Units, (iv) in payment of Performance Units or Performance Shares that have been earned, (v) as awards to Non-Employee Directors, (vi) in payment of awards granted under Section 10 of this Plan or (vii) in payment of dividend equivalents paid with respect to awards made under the Plan shall not exceed in the aggregate 2035,000,000 Common Shares, plus any shares relating to awards that expire or are forfeited or are cancelled. Common Shares covered by an award granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a Participant. Without limiting the generality of the foregoing, upon payment in cash of the benefit provided by any award granted under the Plan, any Common Shares that were covered by that award will be available for issue or transfer hereunder. Notwithstanding anything to the contrary contained herein: (A) Common Shares tendered in payment of the Option Price of an Option Right shall not be added to the aggregate Plan limit described above; (B) Common Shares withheld by the Company to satisfy the tax withholding obligation shall not be added to the aggregate Plan limit described above; (C) Common Shares that are repurchased by the Company with Option Right proceeds shall not be added to the aggregate Plan limit described above; and (D) all Common Shares covered by an Appreciation Right, to the extent that it is exercised and settled in Common Shares, and whether or not Common Shares are actually issued to the Participant upon exercise of the right, shall be considered issued or transferred pursuant to the Plan. Such Common Shares may be shares of original issuance or treasury shares or a combination of the foregoing.          b. If, under this Plan, a Participant has elected to give up the right to receive compensation in exchange for Common Shares based on fair market value, such Common Shares will not count against the number of shares available in Section 3(a) above.          c. Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment as provided in Section 12 of this Plan, (i) the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options shall not exceed 10,000,000 Common Shares;and(ii) no Participant shall be granted Option Rights and Appreciation Rights, in the aggregate, for more than 1,000,000 Common Shares during any calendar year; and (iii) the number of Restricted Shares and shares issued under Restricted Stock Units (after taking forfeitures into account) shall not exceed, in the aggregate, 10,000,000 Common Shares..          d. Notwithstanding any other provision of thethis Plan to the contrary, in no event shall any Participant in any calendar year receive an award of (i) Performance Shares, Restricted Shares or Restricted Stock Units that specify Management Objectives, in the aggregate, for more than 1,000,000 Common Shares or (ii) Performance Units having an aggregate maximum value as of their respective Dates of Grant in excess of $12,000,000.   |   75 4. Option Rights. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Participants of Option Rights. Each such grant may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:          a. Each grant shall specify the number of Common Shares to which it pertains.          b. Each grant shall specify an Option Price per share, which may not be less than the Market Value per Share on the Date of Grant.          c. Each grant shall specify whether the Option Price shall be payable (i) in cash or by check acceptable to the Company, (ii) by the actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares owned by the Optionee having a value at the time of exercise equal to the total Option Price, on such basis as the Board may determine, (iii) in any other legal consideration that the Board may deem appropriate, on such basis as the Board may determine, or (iv) by a combination of such methods of payment.          d. To the extent permitted by law, any grant may provide for (i) deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of the shares to which such exercise relates; (ii) payment of the Option Price, at the election of the Optionee, in installments, with or without interest, upon terms determined by the Board; or (iii) any combination of such methods.          e. Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.          f. Each grant shall specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable and may provide for the earlier exercise of such Option Rights in the event of a Change in Control, retirement, death or disability of the Optionee or other similar transaction or event as approved by the Board.          g. Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights.          h. Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, that are intended to qualify under particular provisions of the Code, (ii) “nonqualified stock options” that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive Stock Options may only be granted to Participants who meet the definition of “employees” under Section 3401(c) of the Code on the Date of Grant.          i. The exercise of an Option Right shall result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under Section 5 of this Plan.          j. No Option Right shall be exercisable more than 10 years from the Date of Grant.          k. Each grant of Option Rights shall be evidenced by an Evidence of Award paidwhich shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Board may approve.          l. The Board may, at the Date of Grant of any Option Rights (other than Incentive Stock Options), provide for the payment of dividend equivalents to the Optionee on either a current or deferred or contingent basis or may provide that such equivalents shall be credited against the Option Price. 5. Appreciation Rights.          a. The Board may authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Participant, forof Free-Standing Appreciation Rights. A Tandem Appreciation Right shall be a Plan Year exceed $7,000,000. VI. CERTIFICATION OF ACHIEVEMENT a. Promptly following the end of each Plan Year, the Committee shall meet to certify achievementright of the Performance Objectives for the applicable Plan Year and, if such Performance Objectives have been achieved, to review management recommendations and approve actual Awards under the Plan pursuant to the applicable Payout Formulas. Such certification of achievementOptionee, exercisable by surrender of the Performance Objectives of a Covered Employeerelated Option Right, to receive from the Company an amount determined by the Board, which shall be documented in writing (and otherwise conform to the requirements of applicable regulations under Section 162(m)expressed as a percentage of the Code)Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted at any time prior to the payoutexercise or termination of the related Option Rights; provided, however, that a Tandem Appreciation Right awarded in relation to an Incentive Stock Option must be granted concurrently with such AwardIncentive Stock Option. A Free-Standing Appreciation Right shall be a right of the Participant to receive from the Company an amount determined by the Board, which shall be expressed as a Covered Employee.percentage of the Spread (not exceeding 100 percent) at the time of exercise. 76   |            b. Each grant of Appreciation Rights may utilize any or all of the authorizations, and shall be subject to all of the requirements, contained in the following provisions: b. If              (i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to the Participant or retain in the Board the right to elect among those alternatives.               (ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a Participant’s employmentmaximum specified by the Board at the Date of Grant.               (iii) Each grant shall specify the period or periods of continuous service by the Participant with the Company and its Subsidiariesor any Subsidiary that is terminatednecessary before the last dayAppreciation Right or installments thereof will become exercisable and may provide for the earlier exercise of such Appreciation Rights in the event of a Plan Year due to Disability,Change in Control, retirement, death or Retirement,disability of the Participant’s AwardParticipant or other similar transaction or event as approved by the Board.               (iv) Each grant of an Appreciation Right shall be pro-ratedevidenced by an Evidence of Award, which shall describe such Appreciation Right, identify any related Option Right, state that such Appreciation Right is subject to all the terms and conditions of this Plan, and contain such other terms and provisions, consistent with this Plan and applicable sections of the Code, as the Board may approve.               (v) Any grant may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis.          c. Any grant of Tandem Appreciation Rights shall provide that such Rights may be exercised only at a time when the related Option Right is also exercisable and at a time when the Spread is positive, and by surrender of the related Option Right for cancellation.          d. Regarding Free-Standing Appreciation Rights only:               (i) Each grant shall specify in respect of each Free-Standing Appreciation Right a Base Price, which shall not be less than the Market Value per Share on the basisDate of Grant;               (ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; and               (iii) No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.          e. Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition to exercise such rights. 6. Performance Units and Performance Shares. The Board may also authorize the granting to Participants of Performance Units and Performance Shares that will become payable (or payable early) to a Participant upon achievement of specified Management Objectives. Each such grant may utilize any or all of the ratioauthorizations, and shall be subject to all of the limitations, contained in the following provisions:          a. Each grant shall specify the number of days of participation during the Plan YearPerformance Units or Performance Shares to which the Award relatesit pertains, which number may be subject to the aggregate number of daysadjustment to reflect changes in compensation or other factors; provided, however, that no such Plan Year. If a Participant’s employment with the Company and its Subsidiaries is terminated before the last day of a Plan Year for any other reason, then, unless otherwise determined by the Committee, such Participantadjustment shall become ineligible to participate in the Plan and shall not receive payment of any Award for any Plan Year that has not ended prior to the Participant’s termination of employment. c. Notwithstanding any contrary provision of this Plan, the Committee in its sole discretion may (i) eliminate or reduce the amount of any Award payable to any Participant below that which otherwise would be payable under the Payout Formula, and (ii) exceptmade in the case of a Covered Employee increasewhere such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.          b. The Performance Period with respect to each Performance Unit or Performance Share shall be such period of time commencing with the Date of Grant as shall be determined by the Board at the time of grant. Each grant may provide for the earlier lapse or other modification of such Performance Period in the event of a Change in Control, retirement, or death or disability of the Participant or other similar transaction or event as approved by the Board.          c. Any grant of Performance Units or Performance Shares shall specify Management Objectives which, if achieved, will result in payment or early payment of the award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level of achievement and shall set forth a formula for determining the number of Performance Units or Performance Shares that will be earned if performance is at or   |   77 above the minimum level, but falls short of full achievement of the specified Management Objectives. The grant of Performance Units or Performance Shares shall specify that, before the Performance Shares or Performance Units shall be earned and paid, the Board must determine that the Management Objectives have been satisfied.          d. Each grant shall specify the time and manner of payment of Performance Units or Performance Shares that have been earned. Any grant may specify that the amount payable with respect thereto may be paid by the Company to the Participant in cash, in Common Shares or in any combination thereof, and may either grant to the Participant or retain in the Board the right to elect among those alternatives.          e. Any grant of Performance Units may specify that the amount payable or the number of Common Shares issued with respect thereto may not exceed maximums specified by the Board at the Date of Grant. Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Board at the Date of Grant.          f. Each grant of Performance Units or Performance Shares shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Board may approve.          g. The Board may, at the Date of Grant of Performance Shares, provide for the payment of dividend equivalents to the holder thereof on either a current or deferred or contingent basis, either in cash or in additional Common Shares. 7. Restricted Shares. The Board may also authorize the grant or sale of Restricted Shares to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:          a. Each such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights (unless otherwise determined by the Board), but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.          b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the Date of Grant.          c. Each such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Board at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a Change in Control, retirement, or death or disability of the Participant or other similar transaction or event as approved by the Board.          d. Each such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Board at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee).          e. Any grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives.          f. Any such grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and reinvested in additional Restricted Shares, which may be subject to the same restrictions as the underlying award.          g. Each grant or sale of Restricted Shares shall be evidenced by an Evidence of Award, payablewhich shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Board may approve. Unless otherwise directed by the Board, all certificates representing Restricted Shares shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such Shares. 78   |   8. Restricted Stock Units. The Board may also authorize the grant or sale of Restricted Stock Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and shall be subject to all of the requirements contained in the following provisions:          a. Each such grant or sale shall constitute the agreement by the Company to deliver Common Shares to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the Restriction Period as the Board may specify.          b. Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.          c. Each such grant or sale shall be subject to a Restriction Period as determined by the Board at the Date of Grant, and may provide for the earlier lapse or other modification of such Restriction Period inthe event of a Change in Control, retirement, or death or disability of the Participant or other similar transaction or event as approved by the Board.          d. Any grant of Restricted Stock Units may specify Management Objectives that, if achieved, will result in termination or early termination of the Restriction Period applicable to such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Stock Units on which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives.          e. During the Restriction Period, the Participant shall have no right to transfer any rights under his or her award and shall have no rights of ownership in the Restricted Stock Units and shall have no right to vote them, but the Board may, at the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on either a current or deferred or contingent basis, either in cash or in additional Common Shares.          f. Each grant or sale of Restricted Stock Units shall be evidenced by an Evidence of Award, which shall contain such terms and provisions, consistent with this Plan and applicable sections of the Code, as the Board may approve. 9. Awards to Non-Employee Directors. The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Non-Employee Directors of Option Rights under Section 4 of this Plan or Appreciation Rights under Section 5 of this Plan, and may also authorize the grant or sale of Restricted Shares under Section 7 of this Plan, Restricted Stock Units under Section 8 of this Plan or other awards under Section 10 of this Plan, or any combination of the foregoing. 10. Other Awards.          a. The Board is authorized, subject to limitations under applicable law, to grant to any Participant abovesuch other awards that which otherwise wouldmay be denominated or payable under the Payout Formula to recognize a Participant’s individual performance or in, other circumstances deemed appropriate by the Committee. 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. VIII. AMENDMENT AND TERMINATION OF PLAN a. The Board reserves the right, at any time, to amend, suspend or terminate the Plan,valued in whole or in part in any manner,by reference to, or otherwise based on, or related to, Common Shares or factors that may influence the value of Common Shares, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares, awards with value and for any reason, and without the consent of any Participant, Eligible Employee or Beneficiary or other person; provided, that no such amendment, suspension or termination shall adversely affect the payment of any amount for a Plan Year ending prior to the action of the Board amending, suspending or terminating the Plan. b. It is the intention of the Company that the Plan qualify for the performance-based compensation exception of Section 162(m) of the Code and the short-term deferral exception of Section 409A of the Code. The Plan and any Awards hereunder shall be administrated in a manner consistent with this intent, and any provision that would cause the Plan or any Awards hereunder to fail to satisfy either such exception shall have no force and effect until amended to so comply (which amendment may be retroactive and may be made by the Company without the consent of any Participant, Eligible Employee or Beneficiary or other person). IX. GOVERNING LAW The provisions of the Plan shall be governed and construed in accordance with the laws of the State of Delaware. X. MISCELLANEOUS PROVISIONS Nothing contained in the Plan shall give any employee the right to be retained in the employmentcontingent upon performance of the Company or business units thereof or any other factors designated by the Board, and awards valued by reference to the book value of Common Shares or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of, the Company. The Board shall determine the terms and conditions of such awards. Common Shares delivered pursuant to an award in the nature of a Subsidiarypurchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Common Shares, other awards, notes or affectother property, as the rightBoard shall determine.          b. Cash awards, as an element of or supplement to any other award granted under this Plan, may also be granted pursuant to this Section 10 of this Plan.          c. The Board is authorized to grant Common Shares as a bonus, or to grant Common Shares or other awards in lieu of obligations of the Company or a Subsidiary to dismiss any employee. Thepay cash or deliver other property under the Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Board.   |   79 11. Transferability.          a. Except as otherwise determined by the Board, no Option Right, Appreciation Right or other derivative security granted under the Plan shall not constitutebe transferable by a contract betweenParticipant other than by will or the laws of descent and distribution. Except as otherwise determined by the Board, Option Rights and Appreciation Rights shall be exercisable during the Optionee’s lifetime only by him or her or by his or her guardian or legal representative.          b. The Board may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights or a SubsidiaryAppreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Units or Performance Shares or (ii) no longer subject to the substantial risk of forfeiture and any employee. No Participant shall receive any rightrestrictions on transfer referred to be granted an Award hereunder. No Awardin Section 7 of this Plan, shall be consideredsubject to further restrictions on transfer. 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 compensation underthe 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 employee benefit planstock 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 Subsidiary, except as may be otherwise provided in such employee benefit plan. No referencespecial 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 other plantransaction or program maintained byevent 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. 13. Fractional Shares. The Company shall not be deemedrequired to giveissue any Participantfractional Common Shares pursuant to this Plan. The Board may provide for the elimination of fractions or other person a right to benefits under such other plan or program.for the settlement of fractions in cash. 14. Withholding Taxes. The Company and its Subsidiaries shall have the right to deduct from all payments madeany payment or benefit realized under this Plan an amount equal to any person under the Plan any federal, state, local, foreign orand other taxes which in the opinion of the Company and its Subsidiaries are required to be withheld by it with respect to such payments.payment or benefit. To the extent that the amounts available to the Company for such withholding are insufficient, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or other recipient make arrangements satisfactory to the Company for payment of the balance of such taxes required to be withheld. At the discretion of the Board, such arrangements may include relinquishment of a portion of such benefit pursuant to procedures adopted by the Board from time to time. The Company and a Participant or such other recipient may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required. 15. Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Corporate Secretary or other appropriate officer of the Company may certify any such document as 80   |   having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company. 16. Administration of the Plan.          a. This Plan shall be administered by the Board, which may from time to time delegate all or any part of its authority under this Plan to the Compensation Committee (or a subcommittee thereof), or such other committee as designated by the Board performing similar functions as required by the listing standards of theNew YorkNASDAQ Global StockExchange, as constituted from time to timeMarket. To the extent of any such delegation, references in this Plan to the Board shall be deemed to be references to any such committee or subcommittee. A majority of the committee (or subcommittee) shall constitute a quorum, and the action of the members of the committee (or subcommittee) present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the committee (or subcommittee).          b. The interpretation and construction by the Board of any provision of this Plan or of any Evidence of Award and any determination by the Board pursuant to any provision of this Plan or of any such Evidence of Award shall be final and conclusive. No member of the Board shall be liable for any such action or determination made in good faith.          c. To the extent permitted by applicable law, the Board or, to the extent of any delegation as provided in Section 16(a), the committee, may delegate to one or more of its members or to one or more officers of the Company, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Board, the committee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Board, the committee or such person may have under the Plan. To the extent permitted by applicable law, the Board or the committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Board or the committee: (i) designate employees to be recipients of awards under this Plan; (ii) determine the size of any such awards; provided, however, that (A) the Board or the committee shall not delegate such responsibilities to any such officer for awards granted to an employee who is an officer, Director, or more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such authorization sets forth the total number of Common Shares such officer(s) may grant; and (iii) the officer(s) shall report periodically to the Board or the committee, as the case may be, regarding the nature and scope of the awards granted pursuant to the authority delegated. 17. Amendments and Other Matters.          a. The Board may at any time and from time to time amend the Plan in whole or in part; provided, however, that any amendment which must be approved by the stockholders of the Company in order to comply with applicable law or the rules of theNew YorkNASDAQ Global StockExchange or, if the CommonShares are not traded on the New York Stock Exchange, the principal national securities exchange upon which theCommon Shares are traded or quotedMarket, shall not be effective unless and until such approval has been obtained. Presentation of this Plan or any amendment thereof for stockholder approval shall not be construed to limit the Company’s authority to offer similar or dissimilar benefits under other plans or otherwise with or without stockholder approval. Without limiting the generality of the foregoing, the Board may amend this Plan to eliminate provisions which are no longer necessary as a result in changes in tax or securities laws or regulations, or in the interpretation thereof.          b. The Board shall not, without the further approval of the stockholders of the Company, authorize the amendment of any outstanding Option Right or Appreciation Right to reduce the Option Price or Base Price. Furthermore, no Option Right or Appreciation Right shall be cancelled and replaced with awards having a lower Option Price or Base Price, respectively, without further approval of the stockholders of the Company. This Section 17(b) is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and shall not be construed to prohibit the adjustments provided for in Section 12 of this Plan.   |   81          c. The Board also may permit Participants to elect to defer the issuance of Common Shares or the settlement of awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. The Board also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts.          d. The Board may condition the grant of any award or combination of awards authorized under this Plan on the deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant.          e. If permitted by Section 409A of the Code, in case of termination of employment by reason of death, disability or normal or early retirement, or in the case of hardship or other special circumstances, of a Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 10 subject to any vesting schedule or transfer restriction, or who holds Common Shares subject to any transfer restriction imposed pursuant to Section 11(b) of this Plan, the Board may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.          f. This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.          g. To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision shall be null and void with respect to such Option Right. Such provision, however, shall remain in effect for other Option Rights and there shall be no further effect on any provision of this Plan.          h. Subject to Section 20, this Plan shall continue in effect until the date on which all Common Shares available for issuance or transfer under this Plan have been issued or transferred and the Company has no further obligation hereunder.          i. Neither a Participant nor any other person shall, by reason of participation in the Plan, acquire any right or title to any assets, funds or property of the Company or any Subsidiary, including without limitation, any specific funds, assets or other property which the Company or any Subsidiary may set aside in anticipation of any liability under the Plan. A Participant shall have only a contractual right to an award or the amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person.          j. This Plan and each Evidence of Award shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.          k. If any provision of the Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify the Plan or any award under any law deemed applicable by the Board, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Board, it shall be stricken and the remainder of the Plan shall remain in full force and effect. 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 payment madeEvidence of Award (unless the Evidence of Award provides otherwise with specific 82   |   reference to this Section), an award shall not be granted, deferred, accelerated, extended, paid out, settled, substituted or modified under this Plan in a Participant pursuantmanner 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 mayso that awards will be subject to repayment toexempt from, or will comply with, the requirements of Section 409A of the Code, the Company pursuantdoes 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 compensation recovery policy that may be maintainedParticipant (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. 19. Applicable Laws. The obligations of the Company (including a compensation recovery policy adopted pursuantwith respect to the Dodd-Frank Wall Street Reform and Consumer Protection Act) or applicable law. XI. NO ALIENATION OF BENEFITS Except insofar as may otherwise be required by law, no amount payable at any timeawards under the Plan shall be subject to all Applicable Laws and such approvals by any governmental agencies as the Board determines may be required. 20. Termination. No grant shall be made under this Plan more than 5 years after the effective date of this amendment of February 12, 2014, on which this Plan is first approved by the Board, but all grants effective on or prior to such date shall continue in any manner to alienation by anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any kind, nor in any manner beeffect thereafter subject to the debts or liabilitiesterms thereof and of this Plan. END OF DOCUMENT   |   83 Appendix B PROPOSAL NO. 5 AMENDMENT TO THE WINDSTREAM CERTIFICATE AND WINDSTREAM BYLAWS TO ENABLE STOCKHOLDERS TO CALL SPECIAL MEETINGS Proposed Amendment to the Windstream Certificate ARTICLE Ten For so long as any security of the Company is registered under Section 12 of the Securities Exchange Act of 1934: (i) the stockholders of the Corporation may not take any action by written consent in lieu of a Participantmeeting, and must take any actions at a duly called annual or Beneficiary,special meeting of stockholders and any attemptthe power of stockholders to so alienate consent in writing without a meeting is specifically denied; and (ii) special meetings of stockholders of the Corporation may be called only by (A) the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then in officeor (B) holders of record of at least 20% aggregate of the outstanding capital stock of the Corporation, subject any such amount, whether presently or thereafter payable,to the procedures and other requirements as provided in the Bylaws of the Corporation. Corresponding Amendments to the Windstream Bylaws ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders shall be void. XII. DESIGNATION OF BENEFICIARIESheld on such date and at such time as shall be designated from time to time by the Board of Directors. At the annual meeting, stockholders shall elect Directors and transact such other business as properly may be brought before the annual meeting pursuant to Section 11 of ARTICLE II hereof. a. Each ParticipantSection 2. Special Meetings. (a) Subject to this Section 2 of Article II,Sspecial meetings of the stockholders may only be called in the manner provided in ARTICLE TEN of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Business transacted at any special meeting of stockholders shall file withbe limited to the Companypurposes stated in the notice. (b) Subject to this Section 2(b) and other applicable provisions of these Bylaws, a special meeting of stockholders shall be called by the secretary of the Corporation upon the written designationrequest (each such request, a “Special Meeting Request” and such meeting, a “Stockholder Requested Special Meeting”) of one or more persons asstockholders of record of the Beneficiary who shall be entitled to receive any Award payable underCorporation that together have continuously held, for their own account or on behalf of others, beneficial ownership of at least a twenty percent (20%) aggregate “net long position” of the Plan after his death. A Participant may from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Company. b. The last such designation received by the Company shall be controlling; except that no designation, or change or revocation thereof, shall be effective unless received by the Companycapital stock issued and outstanding (the “Requisite Percentage”) for at least one year prior to the Participant’s death,date such request is delivered to the Corporation (such period, the “One-Year Period”). For purposes of determining the Requisite Percentage, “net long position” shall be determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule 14e-4 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”); provided that (x) for purposes of such definition, (A) “the date that a tender offer is first publicly announced or otherwise made known by the bidder to the holders of the security to be acquired” shall be the date of the relevant Special Meeting Request, (B) the “highest tender offer price or stated amount of the consideration offered for the subject security” shall refer to the closing sales price of capital stock on the NASDAQ Stock Market (or any successor thereto) on such date (or, if such date is not a trading day, the next succeeding trading day), (C) the “person whose securities are the subject of the offer” shall refer to the Corporation, and (D) a “subject security” shall refer to the outstanding capital stock; and (y) the net long position of such holder shall be reduced by the number of shares of capital stock as to which such holder does not, or 84   |   will not, have the right to vote or direct the vote at the Stockholder Requested Special Meeting or as to which such holder has, at any time during the One-Year Period, entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in no eventwhole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Whether the requesting holders have complied with the requirements of this Section 2(b) and related provisions of these Bylaws shall be determined in good faith by the Board of Directors or its designees, which determination shall be conclusive and binding on the Corporation and the stockholders. (c) In order for a Stockholder Requested Special Meeting to be called, one or more Special Meeting Requests must be signed by the Requisite Percentage of stockholders submitting such request and by each of the beneficial owners, if any, on whose behalf the Special Meeting Request is being made and must be delivered to the secretary of the Corporation. The Special Meeting Request(s) shall be delivered to the secretary at the principal executive offices of the Corporation by nationally recognized private overnight courier service, return receipt requested. Each Special Meeting Request shall (i) set forth a statement of the specific purpose(s) of the Stockholder Requested Special Meeting and the matters proposed to be acted on at it, (ii) bear the date of signature of each such stockholder signing the Special Meeting Request, (iii) set forth (A) the name and address, as they appear in the Corporation’s books, of each stockholder signing such request and the beneficial owners, if any, on whose behalf such request is made and (B) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned of record or beneficially (within the meaning of Rule 13d-3 under the Exchange Act) by each such stockholder and the beneficial owners, if any, on whose behalf such request is made, (iv) set forth any material interest of each stockholder signing the Special Meeting Request in the business desired to be effectivebrought before the Stockholder Requested Special Meeting, (v) include documentary evidence that the stockholders requesting the special meeting own the Requisite Percentage as of the date on which the Special Meeting Request is delivered to the secretary of the Corporation; provided, however, that if the stockholders are not the beneficial owners of the shares constituting all or part of the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the secretary of the Corporation within ten (10) days after the date on which the Special Meeting Request is delivered to the secretary of the Corporation) that the beneficial owners on whose behalf the Special Meeting Request is made beneficially own such shares as of the date on which such Special Meeting Request is delivered to the secretary, (vi) an agreement by each of the stockholders requesting the special meeting and each beneficial owner, if any, on whose behalf the Special Meeting Request is being made to notify the Corporation promptly in the event of any decrease in the net long position held by such stockholder or beneficial owner following the delivery of such Special Meeting Request and prior to the Stockholder Requested Special Meeting and an acknowledgement that any such receipt.decrease shall be deemed to be a revocation of such Special Meeting Request by such stockholder or beneficial owner to the extent of such reduction, (vii) contain any other information that would be required to be provided by a stockholder seeking to bring an item of business before an annual meeting of stockholders pursuant to Article II, Section 11 of these Bylaws, and, (viii) if the purpose of the Stockholder Requested Special Meeting includes the election of one or more Directors, contain any other information that would be required to be set forth with respect to a proposed nominee pursuant to Article III, Section 4 of these Bylaws. Each stockholder making a Special Meeting Request and each beneficial owner, if any, on whose behalf the Special Meeting Request is being made is required to update such Special Meeting Request delivered pursuant to this Section 2 in accordance with the requirements of Article II, Section 11 and Article III, Section 4 of these Bylaws. Any requesting stockholder may revoke his, her or its Special Meeting Request at any time prior to the Stockholder Requested Special Meeting by written revocation delivered to the secretary of the Corporation at the principal executive offices of the Corporation. If at any time after sixty (60) days following the earliest dated Special Meeting Request, the unrevoked (whether by specific written revocation or by a reduction in the net long position held by such stockholder, as described above) valid Special Meeting Requests represent in the aggregate less than the Requisite Percentage, there shall be no requirement to hold a Stockholder Requested Special Meeting. c.(d) In determining whether Special Meeting Requests have met the requirements of this Section 2, multiple Special Meeting Requests will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the requested special meeting and substantially the same matters proposed to be acted on at the Stockholder Requested Special Meeting (in each case as determined in good faith by the Board), and (ii) such Special Meeting Requests have been delivered to the secretary within 60 days of the delivery to the secretary of the earliest dated Special Meeting Request relating to such item(s) of business.   |   85 (e) If none of the stockholders who submitted a Special Meeting Request appears or sends a qualified representative to present the item of business submitted by the stockholders for consideration at the Stockholder Requested Special Meeting, such item of business shall not be submitted for vote of the stockholders at such Stockholder Requested Special Meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation or such stockholder(s). (f) Except as provided in the next sentence, a Stockholder Requested Special Meeting shall be held at such date, time and place within or without the State of Delaware as may be fixed by the Board of Directors; provided, however, that the date of any such Stockholder Requested Special Meeting shall be not more than ninety (90) days after the date on which valid Special Meeting Request(s) constituting the Requisite Percent are delivered to the secretary of the Corporation (such date of delivery being the “Delivery Date”). Notwithstanding the foregoing, the secretary of the Corporation shall not be required to call a Stockholder Requested Special Meeting if (i) the Delivery Date is during the period commencing ninety (90) days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the earlier of (A) the date of the next annual meeting and (B) thirty (30) days after the first anniversary of the date of the immediately preceding annual meeting, or (ii) the Special Meeting Request(s) (A) relate to an item of business that is not a proper subject for action by the stockholders under applicable law; (B) were made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law or would cause the Corporation to violate any law; or (C) do not comply with the provisions of this Section 2. The procedures set forth in this Section 2 are the exclusive means by which items of business may be raised by stockholders at a Stockholder Requested Special Meeting. (g) Written notice of a special meeting stating the place, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the purpose or purposes for which the meeting is called shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. Any notice relating to a special meeting appropriately called pursuant to this Section 2 shall describe the item or items of business to be considered at such special meeting. Business transacted at any special meeting shall be limited to the matters identified in the Corporation’s notice given pursuant to this Section 2; provided, however, that nothing herein shall prohibit the Board of Directors from including in such notice and submitting to the stockholders additional matters to be considered at any Stockholder Requested Special Meeting. Section 3. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Corporation. Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice, or notice by electronic transmission, stating the place, if any, date, time, if applicable, the means of remote communications and, in effectthe case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail or, as provided below, by means of electronic transmission, by or at the timedirection of the Board of Directors, the chairman of the board, the president or the secretary. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to a Participant’s death, or if no designated Beneficiary survivesstockholder given by the Participant, or ifCorporation may be given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such designation, inconsent shall be revocable by the Company’s discretion, conflicts with applicable law,stockholder by written notice to the Participant’s estateCorporation. Notice shall be deemed to be delivered if mailed when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation. Notice given by electronic transmission shall be deemed to be delivered (i) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (ii) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (iii) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (iv) by any other form of electronic transmission, when directed to the stockholder. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. For purposes of these Bylaws, “electronic transmission” means any 86   |   form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. Section 5. Stockholders List. The officer having charge of the stock ledger of the Corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder; provided, that the Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a class or series, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business. Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been designated his Beneficiary and shall receive any Award payable undertransacted at the Plan after his death. XIII. PAYMENTS TO PERSON OTHER THAN PARTICIPANT original meeting. If the Committeeadjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall findbe given to each stockholder of record entitled to vote at the meeting. Section 8. Vote Required. When a quorum is present at any meeting, the affirmative vote of a majority of votes cast on a subject matter at such meeting shall be the act of the stockholders on such matter, unless (i) by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question, or (ii) the subject matter is the election of Directors, in which case Section 2 of ARTICLE III hereof shall govern and control the approval of such subject matter. Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these Bylaws, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder. Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. Any proxy is suspended when the person executing the proxy is present at a Participantmeeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or his Beneficiarybefore the meeting shall be submitted to whomand examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.   |   87 Section 11. Business Brought Before an AwardAnnual Meeting.     (a) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, such proposed business, other than the nominations of persons for election to the Board of Directors, must constitute a proper matter for stockholder actions, and the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting of stockholders is payable undercalled for a date that is not within 25 days before or after such anniversary date, notice by the Planstockholder to be timely must be so received not later than the close of business on the 10th day following the date on which notice of the date of the annual meeting was mailed or public announcement of such date was made, whichever occurs first. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the text of the proposal or business, (ii) the reason for conducting such business and any material interest of the stockholder and any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or Stockholder Associated Person therefrom, (iii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and of any Stockholder Associated Person, (iv) the class and number of shares of the Corporation which are beneficially owned by the stockholder and by any Stockholder Associated Person, (vi) a representation that the stockholder is unablea holder of record of stock of the Corporation entitled to care for his affairs because of illnessvote at such meeting and intends to appear in person or accident,by proxy at the meeting to propose such business, (vi) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a minor, group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies from stockholders in support of such proposal, and (vii) whether and the extent to which any hedging or other transaction or series of transactions has died, thenbeen entered into by or on behalf of, or any payment due himother agreement, arrangement or his estate (unless a prior claim thereforeunderstanding (including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder or any such Stockholder Associated Person with respect to any share of stock of the Corporation.     (b) For purposes of this Section 11, “Stockholder Associated Person” of any stockholder shall mean (i) any person directly or indirectly controlling, controlled by a duly appointed representative) may,or under common control with, or directly or indirectly acting in concert with, such stockholder and (ii) any beneficial owner of shares of stock of the Corporation owned of record or otherwise by such stockholder.     (c) Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this section. The presiding officer of an annual meeting shall, if the Committeefacts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this section; if he should so directs,determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be paidtransacted. For purposes of this section, “public announcement” shall mean disclosure in a press release reported by Dow Jones News Service, Associated Press or a comparable national news service. Nothing in this section shall be deemed to his spouse, child,affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). 88   |   (d) Except for proposals properly made in accordance with Rule 14a-8 promulgated under the Exchange Act, and included in the notice of meeting given by or at the direction of the Board of Directors, clause (a) of this Section 11 shall be the exclusive means for a relative,stockholder to propose business to be brought before an institution maintaining custodyannual meeting of such personthe stockholders. Stockholders shall not be permitted to propose business to be brought before a special meeting of the stockholders (other than pursuant to a Special Meeting Request in accordance with the requirements set forth in Article II, Section 2), and the only matters that may be brought before a special meeting are the matters specified in the Corporation’s notice of meeting. Stockholders seeking to nominate persons for election to the Board of Directors must comply with Article III, Section 4 of these Bylaws.   |   89 Appendix C PROPOSAL NO. 6 AMENDMENTS TO THE WINDSTREAM CERTIFICATE TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS Proposed Amendments to the Windstream Certificate ARTICLE Seven In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to amend, alter, change or any other person deemedrepeal the Bylaws of the Corporation. Any amendment, alteration, change or repeal of the Corporation’s Bylaws by the Committee to bestockholders of the Corporation shall require the affirmative vote of a proper recipient on behalfmajority of such person otherwisethe outstanding shares of the Corporation entitled to payment. Anyvote on such paymentamendment, alteration, change or repeal; provided, however, that Section 11 of ARTICLE TWO and Sections 2, 3, and 4 of ARTICLE THREE and ARTICLE SEVEN of the Corporation’s Bylaws shall not be amended, altered, changed or repealed and no provision inconsistent therewith shall be a complete dischargeadopted without the affirmative vote of the liabilityholders of at least two thirds of the Plan, the Company and the Committee therefore. XIV. NO RIGHT, TITLE OR INTEREST IN COMPANY’S ASSETS No Participant or Beneficiary shall have any right, title or interest whatsoever in or to any investments which the Company or a Subsidiary may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create, or be construed to create, a trustcombined voting power of any kind, or fiduciary relationship between the Company or a Subsidiary and any Participant or Beneficiary or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such rights shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company, and no special or separate funds shall be established, and no segregation of assets shall be made, to assure payment thereof. XV. 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 assetsthen outstanding shares of the Company expresslyCorporation entitled to assumevote on such amendment, alteration, change or repeal. ARTICLE Eleven [RESERVED]Notwithstanding any other provisions of this Plan. This Plan shall be binding upon and inureRestated Certificate or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to the benefitany affirmative vote of the Company and any successorholders of the capital stock required by law or tothis Restated Certificate, the Company, including without limitation any persons acquiring directly or indirectly all or substantiallyaffirmative vote of the holders of at least two-thirds of the combined voting power of all of the business and/or assetsthen outstanding shares of the Company whetherCorporation eligible to be cast in the election of directors shall be required to amend, alter, change or repeal ARTICLES EIGHT, TEN or THIRTEEN hereof, or this ARTICLE ELEVEN, or any provision thereof or hereof. Conforming Amendment to the Windstream Bylaws ARTICLE VII AMENDMENTS In furtherance and not in limitation of the powers conferred by sale, merger, consolidation, reorganizationstatute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend, change, add to or otherwise (andrepeal these Bylaws by the affirmative vote of a majority of the total number of Directors then in office. Any alteration or repeal of these Bylaws by the stockholders of the Corporation shall require the affirmative vote of a majority of the outstanding shares of the Corporation entitled to vote on such successoralteration or repeal; provided, however, that Section 11 of ARTICLE II and Sections 2, 3, and 4 of ARTICLE III and this ARTICLE VII of these Bylaws shall thereafternot be deemedaltered, amended or repealed and no provision inconsistent therewith shall be adopted without the “Company” foraffirmative vote of the purposesholders of this Plan), andat least two-thirds of the heirs, beneficiaries, executors and administratorscombined voting power of each Participant.all of the then outstanding shares of the Corporation entitled to vote on such alteration or repeal. 90   |   WINDSTREAM HOLDINGS, INC. 4001 N. RODNEY PARHAM ROAD LITTLE ROCK, AR 72212 VOTE BY INTERNET Before The Meeting - Go towww.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go towww.virtualshareholdermeeting.com/win You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: M70239-P49485 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY WINDSTREAM HOLDINGS INC.           The Board of Directors recommends you vote FOR the following proposal: 1.    Election of Directors         Nominees: For Against Abstain 1a.    Carol B. Armitage        o  o  o     Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 9, 2012. 1b. Samuel E. Beall, III o o o 1c. Dennis E. Foster o o o 1d. Francis X. Frantz o  o o  1e. Jeffery R. Gardner o o o 1f. Jeffrey T. Hinson o o o 1g. Judy K. Jones o o o 1h. William A. Montgomery o o o 1i. Alan L. Wells o o o The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2.   To vote on an advisory (non-binding) resolution on executive compensation. o o o 3.   To approve an amendment to the Windstream Equity Incentive Plan to increase the authorized shares by 15,000,000 and to re-approve the Plan's performance goals. o o o             4. To approve an amendment to the Certificate of Incorporation of Windstream Corporation to eliminate certain voting provisions.   o o o 5. To approve amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc., to enable stockholders to call special meetings under certain circumstances. o o o 6. To approve amendments to the Certificate of Incorporation and Bylaws of Windstream Holdings, Inc., to eliminate super-majority provisions. o o o 7. To ratify the appointment of PricewaterhouseCoopers LLP as Windstream’s independent registered public accountant for 2014. o o o The Board of Directors recommends you vote AGAINST the following proposals:   8. Stockholder Proposal - Prohibition on Accelerated Vesting of Equity Awards. o  o o Vote by Internet   • Go towww.envisionreports.com/WIN   • Or scan the QR code with your smartphone   • Follow the steps outlined on the secure website 9. Stockholder Proposal - Right to Act by Written Consent. o o o Vote by telephone   • Call toll free 1-800-652-VOTE (8683) within the     USA, US territories & Canada on a touch tone     telephone   • Follow the instructions provided by the recorded message Using ablack ink pen, mark your votes with anXas shown in this example. Please do not write outside the designated areas. x   Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.        NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement, 2013 Annual Report and Form 10-K are available at www.proxyvote.com. Ú6  IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE,PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Ú6   A Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2, 3 and 4. 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain Ê     01 - Carol B. Armitage ¨ ¨ ¨ 02 - Samuel E. Beall, III ¨ ¨ ¨ 03 - Dennis E. Foster ¨ ¨ ¨     04 - Francis X. Frantz ¨ ¨ ¨ 05 - Jeffery R. Gardner ¨ ¨ ¨ 06 - Jeffrey T. Hinson ¨ ¨ ¨     07 - Judy K. Jones ¨ ¨ ¨ 08 - William A. Montgomery ¨ ¨ ¨ 09 - Alan L. Wells ¨ ¨ ¨ M70240-P49485        For Against Abstain For Against Abstain 2. To approve Windstream’s Performance Incentive Compensation Plan ¨ ¨ ¨ 3. To vote on an advisory (non-binding)     resolution on executive compensation ¨ ¨ ¨ 4. To ratify the appointment of PricewaterhouseCoopers LLP as     Windstream’s independent registered public accountant  for 2012 ¨ ¨ ¨ B Stockholder Proposals — The Board of Directors recommends a voteAGAINST Proposals 5 and 6. For Against Abstain For Against Abstain 5. Stockholder Proposal – Ban on Accelerated Vesting of Restricted Stock ¨ ¨ ¨ 6. Stockholder Proposal – Transparency and     accountability in corporate spending on     political activities ¨ ¨ ¨ C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.         /        / IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD. Receive Proxy Materials Electronically Your email address can now help save the environment. Vote online and register for electronic communications with the eTree ® program and we’ll have a tree planted on your behalf. Electronic delivery saves Windstream a significant portion of the costs associated with printing and mailing annual meeting materials, and Windstream encourages stockholders to take advantage of the 24/7 access, quick delivery and reduced mail volume they will gain by consenting to electronic delivery. If you consent to electronic delivery of meeting materials, you will receive an e-mail with links to all annual meeting materials and to the online proxy voting site for every annual meeting. To sign up for electronic delivery and have a tree planted on your behalf, please provide your email address while voting online, or register atwww.eTree.com/windstream. Ú IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Ú Proxy — Windstream CorporationHoldings, Inc. + Notice of 20122014 Annual Meeting of Stockholders Wednesday, May 9, 2012 7, 2014 11:00 a.m. local time The Capital Hotel 111 West Markham Street Little Rock, Arkansas 72201 This Proxy is Solicited on Behalf of the by the Board of Directors for the Annual Meeting of Stockholders on May 9, 2012.7, 2014. The undersigned hereby appoints Jeffery R. Gardner, Anthony W. Thomas and John P. Fletcher, or either of them, with full power of substitution, as proxies and attorneys-in-fact with the power of substitution to represent the undersigned and to vote all of the undersigned’sundersigned's shares of voting stock at the Annual Meeting of Stockholders on May 9, 2012,7, 2014, and at any postponements or adjournments thereof, in accordance with and as more fully described in the Notice of 20122014 Annual Meeting of Stockholders and the Proxy Statement, receipt of which is acknowledged. You are encouraged to specify your choices by marking the appropriate boxes on the reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’Directors' recommendations. This proxy, when properly executed, will be voted in the manner directed on the reverse side.herein. If no such direction is made, this proxy will be voted “FOR”"FOR" Proposals 1, 2, 3, 4, 5, 6, 7 and 4"AGAINST" Proposals 8 and “AGAINST” Proposals 59. Continued and 6.to be signed on reverse side   D   Non-Voting Items Change of Address —Please print your new address below. Comments— Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. ¨ n IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD. +