AMENDED AND RESTATED EMPLOYMENT AGREEMENT


AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
January 1, 2004 , by and among Madison River Telephone Company LLC, a
Delaware limited liability company ("Holdings" or "Company"), and James D.
Ogg ("Executive").



                                   RECITALS
                                   --------
Holdings has acquired and operates rural telephone companies and other
operations in telecommunications.

Holdings has the following classes of equity:  Class A equity, Class B
Incentive equity and Class C Incentive equity.   The Class A equity will be
entitled to distributions prior to the Class B and Class C equities.

Holdings and Executive entered into an employment agreement dated as of June
4, 1996 and such agreement was amended on October 8, 1996, January 24, 1997,
October 16, 1997 and September 15, 1999, and such agreement with its
amendments expired on October 31, 2002.

From November 1, 2002 to November 30, 2002, Holdings and Executive continued
employment based on the terms in effect under the June 4, 1996 agreement
including all amendments.

On December 1, 2002, Executive and Holdings entered into that certain
Employment Agreement (the "2002 Agreement").

Executive and Holdings now desire to amend and supercede the 2002 Agreement
with this Agreement.

In order to induce Executive to agree to serve as a Managing Director,
Holdings desires to provide Executive with compensation and other benefits on
the terms and conditions set forth in this Agreement.

Executive is willing to enter into such employment and perform services for
Holdings on the terms and conditions set forth in this Agreement.

It is therefore hereby agreed by the parties as follows:

        1.  Employment.
            -----------
(a)  Subject to the terms and conditions of this Agreement, Holdings agrees
to employ Executive during the term hereof as a Managing Director.   In that
capacity, Executive shall have the customary powers, responsibilities and
authorities of a Managing Director of companies of the size, type and nature
of Holdings, as they exist from time to time and as are hereinafter
described.  Compensation and expenses of Executive shall be allocated based
on the procedures agreed upon by and between Holdings and its subsidiaries.

(b) Deleted

(c)  Subject to the terms and conditions of this Agreement, Executive hereby
accepts employment as Managing Director of Holdings and agrees to devote
approximately 25 hours per week but less than 30

<PAGE>

hours per week and provide his best efforts, to the best of his ability,
experience and talent, to the performance of services, duties and
responsibilities in connection therewith.  Nothing in this Agreement shall
preclude Executive from engaging, consistent with his duties and
responsibilities hereunder, in charitable and community affairs, from
managing his personal investments or, except as otherwise provided in Section
12 hereof, from serving as a member of boards of directors or as a trustee of
other companies, associations or entities. Additionally, and outside of the
time and effort dedicated to Holdings, Executive may engage in certain
telecommunications consulting endeavors which are associated with entities
that are not in competition with Holdings, as defined in section 12b below,
if and only when he receives advance approval from the Chief Executive
Officer of Holdings. Executive hereby agrees to perform the following
services during the Term (as defined in Section 2 hereof):

  (i)  Services.  Executive agrees to perform the following services
       (hereinafter, the "Services") for Holdings:  Executive will perform
       any services reasonably assigned by Holdings in his capacity as
       Managing Director of the Company, including but not limited to serving
       as trustee for Holdings' 401(k) plan, Holdings' pension plan, serving
       on Holdings' committee to review pension plans, continued work on Gulf
       Telephone Company's Employee Stock Ownership Plan ("ESOP"), providing
       advice and guidance on merger and acquisition efforts, and
       representing the Company at industry, legislative and regulatory
       functions at the specific direction of the Chief Executive Officer of
       Holdings.

  (ii) Board Services.    In addition to the Services above, Executive
       further agrees that in order to be compensated for Board Services as
       described in Section 3.1 hereof, Executive will be present for, attend
       and participate in all of Holdings' meetings of the Board of Directors
       during the Term.  The parties acknowledge and agree that Holdings may
       ask Executive to resign his position on Holdings' Board of Directors.
       If Executive ceases to provide the Board Services by serving on
       Holdings' Board of Directors, Executive will continue to earn his
       Board Services compensation for the remainder of the Term, provided
       that Executive agrees to perform services at the general direction of
       the chief executive officer of Holdings related to one (1) merger or
       acquisition of the Company's choosing (hereinafter "M&A Work"), from
       the beginning of such transaction until such time as the transaction
       closes, regardless of whether the transaction begins or closes after
       the Term so long as Holdings notifies Executive of the specific target
       M&A Work in question of its choosing before the end of the Term.

2.  Term of Employment.
-----------------------
Executive's term of employment (the "Term") under this Agreement shall
commence January 1, 2004 (the "Approval Date") and, subject to the terms
hereof, shall terminate on  December 31, 2004 (unless and until extended from
time to time by mutual written agreement of the parties, the "Termination
Date").

3.  Compensation.
----------------

      3.1 Salary.  Beginning on the Approval Date through January 31, 2004,
          Executive will be paid at an annual rate of $120,000.  From
          February 1, 2004 and continuing until the Termination Date,
          Executive shall be paid a base salary ("Base Salary") at the annual
          rate of $50,000 for providing Services to Holdings.  In addition,
          Holdings will pay Executive at the annual rate of $20,000 (the
          "Board Services Salary") for providing Board Services to Holdings,
          as defined in Section 1(c)(ii) hereof.   The Board Services Salary
          will be earned as follows:  (x) $4,000 per quarter plus (y) $1,000
          for each quarterly meeting attended in person. The Base Salary and
          Board Services Salary will be payable in accordance with the
          ordinary payroll practices of Holdings but in no event less often
          than monthly in arrears.

<PAGE>

      3.2 Adjustments to Base Salary.  Upon advanced approval from the chief
          executive officer of Holdings, Executive shall be paid $1,000 per
          Additional Meeting.  Additional Meetings shall be defined as either
          an in-person or telephonic gathering of more than one person
          scheduled in advance without regard to any duration in length or
          number of subject matters discussed where the objectives of
          Holdings may be advanced.  Additional Meetings shall not include
          in-person or telephonic gatherings of the Board of Holdings, USTA
          matters, retirement plans, bankruptcy matters, directory publishing
          and regulatory matters for Holdings and/or its subsidiaries, and
          M&A Work that is performed by Executive in replacement for Board
          Services.    It is contemplated that an Additional Meeting would
          include such activities as an off-site due diligence or review of
          due diligence materials.  However, a multiple day trip or a trip
          with more than one gathering or topic would still be considered as
          one Additional Meeting.

      3.3 Compensation Plans and Programs.  Executive will not be entitled to
          any short term incentive, annual bonus or long term incentive plans
          other than Class B and Class C Incentive Equity Units, which, as of
          September 29, 2003 are already 100% vested with Executive.
          However, during the Term, Executive shall be paid an annual amount
          equal to $23,333.35 that shall be withheld and directly paid as
          interest on a certain note owed by Executive to a subsidiary of
          Holdings.

      3.4 Expenses.  Executive is authorized to incur reasonable expenses in
          carrying out his duties and responsibilities on behalf of the
          Company under this Agreement, including, without limitation,
          expenses for travel and similar items related to such
          responsibilities which are consistent with Holdings' policies in
          effect from time to time with respect to travel and other business
          expenses.  Executive's principle place of business expenses related
          to rent, communications (other than directly charged long distance
          and 50% of the base fee for wireless service) shall be the
          responsibility of Executive and not reimbursed by the Company.
          Further, reimbursement of expenses related to travel shall be for
          Executive only and any other travel related expenses for other than
          Executive shall be approved in advance by the chief executive
          officer of Holdings.  Holdings will reimburse Executive for all
          such expenses upon presentation by Executive from time to time of
          an itemized account of such expenditures; provided that such
          expenses are in compliance with any other Holdings' policies in
          effect from time to time with respect to reporting and
          documentation of such expenses; it being understood, furthermore,
          that the cost of travel between Executive's residence and Holdings'
          principal place of business shall be reimbursed.

      3.5 Deleted.


      4.  Employee Benefits.
      ----------------------
      4.1 Employee Benefit Programs, Plans and Practices.  During the term
of his employment hereunder, Holdings shall provide to Executive coverage
under any employee benefit programs, plans and practices (commensurate with
his position in Holdings and to the extent possible under any employee
benefit plan), in accordance with the terms hereof, which Holdings makes
available to its senior executive officers generally, including but not
limited to retirement, pension and profit-sharing, life insurance and travel
accident coverage.  However, Executive does not qualify for medical, dental,
hospitalization, short-and long-term disability or  accidental death and
dismemberment coverage of Holdings.

<PAGE>

      4.2 Vacation and Fringe Benefits.

(a)  Executive shall be entitled to paid vacation each calendar year of no
less than 20 working days.  Holdings may grant additional vacation time to
Executive.

(b) In addition, Executive shall be entitled to all of the other perquisites
and fringe benefits accorded the senior officers of Holdings generally.


                     5. Incentive Equity.
                     --------------------
      5.1 Purchase Rights; Vesting.

(a) As of the date hereof, Executive has purchased from Holdings Class B
Incentive equity of Holdings equal to 15% of the total Class B Incentive
equity of Holdings for an aggregate purchase price of $1,500 and Class C
Incentive equity of Holdings equal to 11.50% of the total Class C Incentive
equity of Holdings for an aggregate purchase price of $1,150.  Hereinafter,
Class B and Class C Incentive equity collectively shall be referred to as
"Incentive Equity". Within 30 days after such purchase of Incentive Equity,
Executive made an election with the Internal Revenue Service under Section
83(b) of the Internal Revenue Code and the regulations promulgated
thereunder. The parties agree that the purchase price for Incentive Equity at
the time of purchase was at fair market value, and for Class B is $1,500 and
for Class C is $1,150, and that parties shall use and have used such value
for all Federal income tax purposes.

(b) Twenty percent (20%) of Executive's Incentive Equity vested on January
18, 1998, and the remainder vested over time such that as of September 29,
2003 Executive became fully vested in all Incentive Equity.

      5.2 deleted.

      5.3  Repurchase.  Executive's vested Incentive Equity will not be
subject to repurchase in whole or in part by Holdings.


      5.4  Investors' Agreement.  Holdings has entered into a
securityholder's agreement (the "Investors' Agreement"), registration
agreement, and certain other agreements with Executive and the other members
of Holdings (collectively, the "Investors") embodying the relevant terms set
forth in the Letter of Intent between the Executive, Madison Dearborn
Partners and certain other parties ("LOI") prior to the adoption of Holding's
Operating Agreement.

      5.5 Restrictions on Transfer of Incentive Equity. Other than pursuant
to Tag-Along Rights, Registration Rights, and other Exit Rights with respect
to his vested Incentive Equity (as such terms are defined in the LOI and as
such concepts may be incorporated in the agreements referred to in Section
5.4) Executive may not transfer his Incentive Equity at any time (other than
transfer of Incentive Equity for estate planning purposes to immediate family
members and trusts and/or other vehicles for the benefit of immediate family
members) without the approval of members of the Board holding a majority of
the votes of all members of the Board who do not have a  pecuniary interest
in such transfer, which majority shall include approval by members of the
Board holding a majority of the votes of all of the members of the Board
designated by the Institutional Investors.

<PAGE>

                    6.  Termination of Employment.
                    ------------------------------

      6.1  Termination Not for Cause or Termination for Good Reason.

(a)
  (i)  Holdings may terminate Executive's employment at any time, and
       Executive may terminate his employment at any time.  If Executive's
       employment is terminated by Holdings other than for Cause (as defined
       herein) or due to Executive's death or Disability (as defined herein)
       or Executive terminates his employment for Good Reason prior to the
       Termination Date, Executive shall be entitled to receive from Holdings
       continued Base Salary and Board Services Salary in effect  (payable in
       accordance with the last sentence of Section 3.1 hereof) for three
       months after date of the termination.  There would be no short term,
       annual bonus or other long term incentive payments (other than Class B
       and Class C Incentive Equity Units described in section 3.3 and 5.1
       above) to Executive in whole or part since Executive is not a
       participant in these plans or programs.

 (ii)  deleted

(b)  For purposes of this Agreement, "Good Reason" shall mean the occurrence
of any of the following events without Executive's express prior written
consent:

       (i)  the assignment to Executive by Holdings of duties not appropriate
            to Executive's positions, responsibilities, titles and offices as
            set forth in Section 1 hereof, or any material reduction by
            Holdings of Executive's duties or responsibilities or any removal
            of Executive as the Managing Director, except in connection with
            the termination of Executive's employment (and not cured after 15
            days prior notice to all of the members of the Board);

      (ii)  a reduction by Holdings in Executive's Base Salary and/or Board
            Services Salary as set forth in this agreement and as the same
            may be increased from time to time during the terms of this
            Agreement;

     (iii)  any material breach by Holdings of any provision of this
            Agreement (not cured after 15 days' prior written notice);

      (iv)  requiring Executive to relocate his primary residence or locating
            the principal executive office of the Company outside the United
            States of America.

      6.2  Disability.  If (i) Executive shall fail for a period of six
consecutive months during the term of his employment hereunder, because of
illness, physical or mental disability or other similar incapacity, to
effectively and actively render the services provided for by this Agreement
or (ii) at such earlier time as Executive submits satisfactory medical
evidence that he has or the Board in its reasonable judgment determines that
Executive has an illness, physical or mental disability or other incapacity
which is expected to prevent him from returning to the performance of his
work duties for six months or longer ("Disability"), Holdings or Executive
may terminate Executive's employment upon written notice thereof, setting
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive's employment under this Section 6.2, and
Executive shall receive or continue to receive, as the case may be:

           for the lesser of the period from the date of termination
Disability to the Termination Date or a period of six months after
termination for Disability, amounts, payable on Holdings' regular payroll
schedule, equal to no less than 60% of Executive's then annual Base Salary
and Board Services Salary, reduced by any amounts received by Executive under
any disability insurance policies with respect to which Holdings paid the
premiums.

<PAGE>

      6.3  Death.  In the event of Executive's death during the term of his
employment hereunder, Executive's estate or designated beneficiaries shall
receive:

      (a)  payments of Base Salary and Board Services Salary for the lesser
of a period of three months after his date of death or from the date of death
to the Termination Date;

      (b)-(d) reserved.

      (e)  any death benefits provided under the employee benefit programs,
plans and practices described in Section 4.1 hereof, in accordance with their
terms; and

      (f)  such other payments under applicable plans or programs accrued to
Executive on date of termination, including, but not limited to those
described in Section 3.3 hereof, as may be appropriate pursuant to the terms
of such plans or programs.

      6.4  Voluntary Termination by Executive; Discharge for Cause.

      (a) In the event that Executive's employment is terminated by Holdings
for Cause, as hereinafter defined, or by Executive other than for Good Reason
or other than as a result of Disability or death, prior to the Termination
Date, Executive shall be entitled to receive all salary and benefits to which
Executive is entitled up to and including the date of Executive's termination
of employment hereunder.  The obligations of Holdings under this Agreement to
make any further payments, or provide any benefits specified herein, to
Executive shall cease and terminate on the date on which Executive's
employment is terminated by Holdings for Cause or by Executive other than for
Good Reason or other than as a result of Permanent Disability or death.
Termination of Executive in accordance with this Section 6.4 shall be
communicated to Executive pursuant to a notice of a resolution of a majority
of the Board determining that Executive is subject to discharge for Cause as
defined herein.

      (b)  As used herein, the term "Cause" shall mean commission of a felony
or crime involving moral turpitude, repeated failure to comply with the
Board's instructions (after 30 days' prior notice), and any other material
breach of this Agreement by Executive (after 30 days' prior notice).

      6.5 deleted.

      7.0  Notices.   All notices or communications hereunder shall be in
writing, addressed as follows:

To Holdings:   Madison River Telephone Company LLC
               P.O. Box 430
               103 South Fifth Street
               Mebane, NC 27302
               Attn:  Board of Members
               Facsimile: (919) 563-4993
               Confirmation: (919) 563-8222

<PAGE>

To Executive:        James D. Ogg
                     405 Balbion Drive
                     Earlysville, VA 22936
                     Facsimile: (804) 975-0024
                     Confirmation: (804) 975-0023


Any such notice or communication shall be sent certified or registered mail,
return receipt requested, postage prepaid, or by facsimile (with confirmation
of receipt) addressed as above (or to such other address as such receiving
party may have designated in a notice duly delivered as described above), and
the actual date of mailing shall constitute the time at which notice was
given (except, in the case of facsimile, the time and date of confirmation
shall be the time at which notice was given).


      8.0  Separability; Legal Fees; Arbitration.   If any provision of this
Agreement shall be declared to be invalid or unenforceable, in whole or in
part, such invalidity or unenforceability shall not affect the remaining
provisions hereof, which shall remain in full force and effect.   Any
controversy or claim arising out of or relating to this Agreement or the
breach of this Agreement (other than Section 12 hereof) that cannot be
resolved by Executive on the one hand and Holdings on the other, including
any dispute as to the calculation of Executive's benefits or any payments
hereunder, shall be submitted to arbitration in Raleigh-Durham metropolitan
area of North Carolina in accordance with Delaware law and the procedures of
the American Arbitration Association.  The determination of the arbitrators
shall be conclusive and binding on Holdings and Executive, and judgment may
be entered on the arbitrators' award in any court having jurisdiction.  The
expense of such arbitration including reasonable legal fees in connection
therewith shall be borne in accordance with the direction of the arbitrators.

      9.0  No Obligation to Mitigate Damages.  Executive shall not be
required to mitigate damages or the amount of any payment provided for under
this Agreement by seeking other employment or otherwise.

      10.  Assignment.  This contract shall be binding upon and inure to the
benefit of the heirs and representatives of Executive and the assigns and
successors of Holdings, but neither this Agreement nor any rights hereunder
shall be assignable or otherwise subject to hypothecation by Executive
(except by will or by operation of the laws of intestate succession) or by
Holdings, except that Holdings may assign this Agreement to any successor
(whether by merger, purchase or otherwise) to all or substantially all of the
stock, assets or businesses of Holdings or to an affiliate of Holdings.

      11.  Amendment.  This Agreement may only be amended by written
agreement of the Board and Executive.

      12.  Nondisclosure of Confidential Information; Non-Competition.

      (a)  From and after the date hereof and at all times thereafter (except
as otherwise provided in Section 12(e)), Executive shall not, without the
prior written consent of Holdings, at any time divulge, disclose, use to the
detriment of Holdings or make accessible to any other person, firm,
partnership, corporation or other entity any Confidential Information, except
(i) while employed by Holdings, in the business of and for the benefit of
Holdings and to the extent such use or disclosure is required or deemed
advisable by Executive in the performance of his assigned duties (provided
that any Confidential Information disclosed pursuant to this clause (i) shall
remain Confidential Information hereunder, except as provided below), or (ii)
when required to do so by a court of competent jurisdiction, by any
governmental agency having supervisory authority over the business of
Holdings, or by any administrative body or legislative body (including a
committee thereof) with purported or apparent jurisdiction to order Executive
to divulge, disclose or make accessible such information.  Executive agrees
to notify Holdings if Executive discloses such information and to take
reasonable efforts to preserve the confidential nature of such information.
For purposes of this Section 12(a), "Confidential Information" shall mean
information concerning Holdings' and its subsidiaries' financial data,
strategic business plans, business development (or other proprietary product
data), marketing plans, know-how, customer lists, information about potential
acquisition targets, acquisition strategies and targets and other non-public,
proprietary and confidential information of Holdings, provided that
Confidential Information shall not include information if and solely to the
extent that such information is or has become publicly available through no
wrongful act or breach of confidentiality by Executive.


<PAGE>

      (b)  Executive agrees that he shall not directly or indirectly, either
as principal, manager, agent, consultant, officer, stockholder, partner,
member, investor, lender or employee or in any other capacity, carry on, be
engaged in or have any financial interest in, (i) during the time that
Executive is employed hereunder and for a period of three months thereafter,
any business that is engaged in the telephone or telecommunications industry
other than as a passive stockholder of The Grand Oaks Corporation and (ii)
for a period of 12 months after such three-month period, any business which
is in competition with the business of Holdings and/or its subsidiaries in a
geographic market where Holdings and/or its subsidiaries do business.  In
addition, during the time that Executive is employed hereunder and for a
period of 15 months thereafter, Executive agrees that, without the prior
written consent of Holdings, he shall not solicit for employment any person
who at any time during Executive's employment hereunder was an employee of
Holdings or any of its subsidiaries.

      (c)  For purposes of Section 12(b)(ii) hereof, a business shall be
deemed in competition with Holdings and/or its subsidiaries if at the time of
Executive's proposed relationship with such business, such business is
rendering services being rendered by Holdings and/or its subsidiaries in one
or more areas that, at the time of Executive's termination hereunder, in the
aggregate accounted for more than 5% of operating gross annual sales of
Holdings and its subsidiaries.  Nothing in this Section 12 shall be construed
so as to preclude Executive from investing in publicly traded securities of
any company provided Executive's beneficial ownership of any class of such
company's securities does not exceed 5% of the outstanding securities of such
class.

      (d)  Executive and Holdings agree that the foregoing covenant not to
compete is a reasonable covenant under the circumstances, and further agree
that if in the opinion of any court of competent jurisdiction such restraint
is not reasonable in any respect, such court shall have the right, power and
authority to excise or modify such provision or provisions of such covenant
as to the court shall appear not reasonable and to enforce the remainder of
the covenant as so amended.  Executive agrees that any breach of the
covenants contained in this Section 12 would irreparably injure Holdings.
Accordingly, Holdings may, in addition to pursuing any other remedies it may
have in law or in equity, obtain an injunction against Executive from any
court having jurisdiction over the matter, restraining any further violation
of this Section 12 by Executive.

      (e)  Executive hereby assigns and from time to time assigns to Holdings
all right, title and interest in and to any Intellectual Property conceived,
contributed to or made by Executive at any time during his employment with
Holdings (whether alone or jointly with others) to the extent such
Intellectual Property is not owned by Holdings as a matter of law.  Executive
shall thereafter promptly and fully communicate to Holdings all such
Intellectual Property and shall cooperate with Holdings to protect Holdings'
interests in such Intellectual Property.  Any copyrightable work prepared in
whole or in part by Executive in the course of his employment with Holdings
shall be deemed "a work made for hire" under the copyright laws, and Holdings
shall own all of the rights comprised in the copyright therein.  This
cooperation shall include providing assistance in securing patent protection
and copyright registrations and signing all documents reasonably requested by
Holdings, even if such request occurs after termination of his employment
with Holdings.  Executive understands that this Agreement does not apply to
an invention for which no equipment, supplies, facilities or trade secret
information of Holdings was used and which was developed entirely on his own
time, unless: (a) the invention relates (i) to the business (actual or
reasonably proposed) of Holdings or its subsidiaries, or (ii) to Holdings' or
its subsidiaries' research or development (actual or reasonably proposed); or
(b) the invention results from any work performed by Executive for Holdings
or its subsidiaries.  "Intellectual Property" shall mean patent applications,
copyrightable works, mask works and applications for registration related
thereto, all Confidential Information, and all other intellectual property
rights created, conceived or owned by, Holdings or any of its subsidiaries or
for the benefit of an enterprise similar to Holdings or any of its
subsidiaries.

<PAGE>

      (f)  Executive shall deliver to Holdings or at any other time Holdings
may request, all Intellectual Property in his possession and control, and all
copies thereof, in whatever form or medium.  Upon Holdings requests,
Executive shall sign a written confirmation that Executive has returned all
such materials.  Executive agrees that the limitations in this Section 12 are
reasonable and necessary to protect the legitimate business interests of
Holdings and its affiliates.


      13.  Indemnification; Director and Officer Insurance.

      (a)  Holdings hereby agrees, commencing on the date hereof, to
indemnify and hold harmless Executive to the maximum extent permitted by the
General Corporation Law of the State of Delaware (the "DGCL"), as the same
now exists or may hereafter be amended, substituted or replaced (but, in the
case of any such amendment, only to the extent that such amendment permits
Holdings to provide broader indemnification rights than DGCL permitted prior
to such amendment), and to the extent permitted under the charter and Bylaws
of Holdings, against all expenses, liabilities and losses (including
attorneys' fees, judgments, fines, settlements, excise taxes or penalties)
reasonably incurred or suffered by Executive in connection with serving as an
officer, director, employee or agent of Holdings or for serving at the
request of Holdings as an officer, director, manager, member, partner,
employee, trustee or agent of another corporation, partnership, joint
venture, limited liability company, trust or other enterprise.  Expenses,
including attorneys' fees, incurred by Executive in defending a proceeding
shall be paid by Holdings in advance of the final disposition of such
proceeding, including any appeal therefrom, upon receipt of an undertaking by
or on behalf of Executive to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by Holdings.  This
Section 13(a) shall survive termination of this Agreement.  The right of
indemnification provided herein shall inure to the benefit of the heirs and
legal representatives of Executive and shall be applicable to proceedings
commenced or continuing after the date hereof, whether arising from acts or
omissions occurring before or after the date hereof.

      (b)  Holdings agrees it will maintain director and officer liability
insurance for the purpose of covering all actions taken by Executive as an
officer, director, employee or agent of Holdings which insurance is
reasonably deemed necessary by Executive and is approved by the Board (which
approval shall not be unreasonably withheld).

<PAGE>

      14.  Beneficiaries; References.  Executive shall be entitled under the
ordinary practices of Holdings to select (and change, to the extent permitted
under any applicable law) a beneficiary or beneficiaries to receive any
compensation or benefit payable hereunder in accordance with the terms hereof
following Executive's death, and to the extent no such practices are
available, then Executive may make such election by giving Holdings written
notice thereof.  In the event of Executive's death or a judicial
determination of his incompetence, reference in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or
other legal representative.

      15.  Survivorship.  The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.
The provisions of this Section 15 are in addition to the survivorship
provisions of any other section of this Agreement.

      16.  Governing Law.  This Agreement shall be construed, interpreted and
governed in accordance with the laws of the State of Delaware, without
reference to rules relating to conflict of laws.

      17.  Withholding.  Holdings shall be entitled to withhold from any
payment hereunder any amount required by law to be withheld.

      18.  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original.

      19.  Executive Representations.  Executive hereby represents and
warrants to Holdings that (i) the Incentive Equity already acquired or that
may be acquired will be for the Executive's own account and not with a view
to, or intention of, distribution thereof in violation of the Securities Act
of 1933, as amended (the "Securities Act"), or any applicable state
securities laws, and the Incentive Equity will not be disposed of in
contravention of the Securities Act or any applicable state securities laws,
(ii) the Executive is an executive officer of Holdings, is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Incentive Equity, (iii) the Executive is able to bear the
economic risk of his investment in the Incentive Equity for an indefinite
period of time and the Executive understands that the Incentive Equity has
not been registered under the Securities Act and, therefore, cannot be sold
unless subsequently registered under the Securities Act or an exemption from
such registration is available and all other applicable restrictions on
transfer have been satisfied, (iv) the Executive has participated
significantly in the structuring of the equity of Holdings, has had an
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering of the Incentive Equity and has had full access to
such other information concerning Holdings as he has requested, (v) the
execution, delivery, and performance of this Agreement by Executive does not
and will not conflict with, breach, violate or cause a default under any
contract, agreement, instrument, order, judgment or decree to which Executive
is a party or by which he is bound, (vi) Executive is not a party to or bound
by any employment agreement, non-compete agreement or confidentiality
agreement with any other Person and (vii) upon the execution and delivery of
this Agreement by the Company, this Agreement shall be the valid and binding
obligation of Executive, enforceable in accordance with its terms.  Executive
hereby acknowledges and represents that he has consulted with independent
legal counsel regarding his rights and obligations under this Agreement and
that he fully understands the terms and conditions contained herein.

      20.  Stock Legends.  Executive agrees that (i) in the event that any of
Executive's equity interest in Holdings is evidenced by a certificate, such
certificate shall contain an appropriate legend referring to this Agreement
and (ii) no transfers of any equity interest or portion thereof in Holdings
shall be made except in compliance with applicable securities laws.

      21.  Complete Agreement.  This Agreement, embodies the complete
agreement and understanding among the parties and supersedes and preempts any
prior understandings, agreements or representations by or among Holdings and
Executive, written or oral, including but not limited to the 2002 Agreement,
which may have related to the subject matter hereof in any way.  No waiver of
this Agreement or of any of the terms or provisions hereof shall be binding
upon either party hereto unless confirmed by a written instrument signed by
such party.  No waiver by Executive or Holdings of any term or provision of
this Agreement or of any default hereunder, nor any failure or delay in
exercising any right, option, power or privilege hereunder, shall affect
Executive's or Holdings' respective rights hereafter to enforce such term or
provision or to exercise any such right, option, power or privilege, or to
exercise any right or remedy in the event of any other default, whether or
not similar.

<PAGE>

IN WITNESS WHEREOF, Executive and Holdings have caused this Amended and
Restated Employment Agreement to be executed as of the date first written
above.



                                  MADISON RIVER TELEPHONE COMPANY LLC


					By: /s/ J. STEPHEN VANDERWOUDE
                                  ------------------------------------




                                  /s/ James D. Ogg
                                 -------------------------------------
                                  Executive













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