exv10w9



 






Exhibit 10.9




WINDSTREAM

SUPPLEMENTAL MEDICAL EXPENSE

REIMBURSEMENT PLAN




     This plan is hereby adopted by Alltel Holding Corp., effective July 1, 2006.



RECITALS




     Pursuant to Section 8.02 of the Employee Benefits Agreement by and between Alltel Corporation
and the Company dated as of December 8, 2005 (the “Employee Benefits Agreement”), Alltel
Corporation agreed to establish, or cause to be established, a plan for certain individuals, the
provisions of which are substantially similar to the provisions of the Alltel Corporation
Supplemental Medical Expense Reimbursement Plan (the “AT Plan”). The Company has adopted this
Windstream Supplemental Medical Expense Reimbursement Plan (the “Plan”) pursuant to the terms of
the Employee Benefits Agreement.



ARTICLE I

DEFINITIONS




     For the purposes hereof, the following words and phrases shall have the meanings indicated:



     “AT Plan” shall mean the Alltel Corporation Supplemental Medical Expense Reimbursement Plan.



     “Claims Fiduciary” shall mean the Insurance Company.



     “COBRA” shall mean the Consolidated Omnibus Budge Reconciliation Act of 1985, as amended.



     “Code” shall mean the Internal Revenue Code of 1986, as the same may be amended from time to
time.



     “Company” shall mean Alltel Holding Corp., a Delaware corporation, its corporate successors,
and the surviving corporation resulting from any merger or acquisition of Alltel Holding Corp. with
or by any other corporation or corporations, including, without limitation, the surviving
corporation resulting from the proposed merger between the Company and Valor Communications Group,
Inc. pursuant to the terms of the Agreement and Plan of Merger, dated as of December 8, 2005, among
Alltel Corporation, Alltel Holding Corp, and Valor Communications Group, Inc. (which merged
corporation is to be known as Windstream Corporation).



     “Covered Employee” shall mean (i) those individuals identified on Exhibit A who participated
in the AT Plan on the date immediately preceding the Effective Date whose participation in the Plan
is provided under the Employee Benefits Agreement and (ii) such
other Employees specifically designated by the Chief Executive Officer of the Company to participate
in the Plan.




 









 







     “Dependent” shall mean dependents as defined in Section 152 of the Code to include generally
any member of a Covered Employee’s family over one-half of whose support is furnished by the
Covered Employee.



     “Effective Date” shall mean July 1, 2006.



     “Employee” shall mean any salaried employee of the Company or of any Subsidiary who is
classified as a management employee by the Company or Subsidiary or is an officer of the Company or
a Subsidiary.



     “Medical Care Expenses” shall herein mean amounts paid for the diagnosis, cure, mitigation,
treatment, or prevention of disease, or for the purpose of affecting any structure or function of
the body, including but not limited to dental expenses, drugs, prescriptions, and prosthetic
devices, together with amounts paid for transportation primarily for and essential to the medical
or dental care defined in the first clause of this sentence, all as defined in Section 213(d)(1) of
the Code.



     “Insurance Company” shall mean the insurance carrier with whom the officers of the Company
have entered into the Policy.



     “Plan” shall mean the supplemental medical expense reimbursement and additional medically
related fringe benefit plan, as set forth herein together with the Policy, which plan shall be
called the “Windstream Supplemental Medical Expense Reimbursement Plan”.



     “Plan Year” shall mean the fiscal year of the Company which is currently the calendar year.



     “Policy” shall mean the insurance contract(s) entered into by the Company with the Insurance
Company for the purpose of paying benefits under this Plan.



     “Subsidiary” shall mean a corporation organized and existing under the laws of the United
States or of any state or the District of Columbia of which 50 percent or more of the issued and
outstanding stock is owned by the Company or by a Subsidiary.



ARTICLE II

PAYMENT OF BENEFITS




     On and after Effective Date, the rights and interests and the amount of benefits with respect
to all Covered Employees, retirees, their surviving spouses and other Dependents, under the Plan
shall be governed by the terms herein provided.



     During the continuance of this Plan, the Policy shall provide for the reimbursement by the
Insurance Company, on a non-contributory basis, except as provided in the following paragraph of
this Article II, to any Covered Employee of all Medical Care
Expenses incurred by that Covered Employee and the spouse and Dependents of such Covered Employee on or after the
Effective Date; provided, however, that reimbursement shall be made only in the event and to the


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extent that payment of such expenses is not provided for under any other insurance policy or
policies, whether owned by the Company or the Covered Employee, or under any other health and
accident plan, wage continuation plan, any amounts recoverable under any State workers compensation
laws, medicare and medicaid to the extent permissible under law, or other similar programs. To the
extent of the coverage providing for reimbursement or payment in whole or in part under such
insurance policy, plan, or program as defined in the preceding sentence, the Policy shall not
provide coverage. The amount to be paid on account of reimbursable Medical Care Expenses for each
Covered Employee (and the spouse and other Dependents of such Covered Employee) under the Policy
shall not exceed the sum of Three Thousand Dollars ($3,000.00) in any Plan Year.




     Coverage in the Plan will cease at the end of the calendar month in which the date of
termination of employment with the Company occurs, except as provided in the immediately following
two paragraphs or as provided under the coverage continuation requirements of COBRA.



     With respect to a Covered Employee who attained disabled or retired status with Alltel
Corporation prior to January 26, 2001, coverage in the Plan will cease at the end of the calendar
month in which death occurs, except as provided in the immediately following paragraph or as
provided under the coverage continuation requirements of COBRA.



     With respect to Covered Employees who retired from service with Alltel Corporation or died
before January 1, 1987, participation by such retired employees, their spouses and other
dependents, or surviving spouses and their dependents, in the Plan shall continue on a
non-contributory basis for the remainder of the retired employee’s lifetime and until the earlier
of the spouse’s death or until the spouse remarries.



ARTICLE III

AMENDMENT AND TERMINATION




     As between the Company and any Covered Employee, or the spouse or Dependents of any Covered
Employee, this Plan (and the Policy) shall be subject to termination or amendment at any time
hereafter by affirmative vote of the Board of Directors of the Company reduced to writing and
incorporated in the minutes of the Company; provided, however, that the Company will not effect any
such termination or amendment so as to affect any right to claim reimbursement for Medical Care
Expenses that arises prior to such termination or amendment.



ARTICLE IV

REVIEW OF CLAIMS FOR BENEFITS




     In the event any claim for benefits under the Policy is wholly or partially denied by the
Insurance Company, notice of the decision shall be furnished to the
claimant within a reasonable period of time after receipt of the claim by the Insurance Company. Such notice shall set
forth the specified reason for the denial and be written in a manner calculated to be understood by
the



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claimant as provided in Section 503 of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”).



ARTICLE V

APPEAL OF DENIED CLAIMS




     The Claims Fiduciary shall, if requested by the claimant in accordance with procedures
established by the Claims Fiduciary, afford such claimant a reasonable opportunity to a full and
fair review thereof by the Claims Fiduciary in accordance with the requirements set forth in
Section 503 of ERISA. The Claims Fiduciary shall provide a Covered Employee or Dependent, upon
request and free of charge, with a copy of its appeals procedures. Upon enrollment in the Plan,
the Company shall provide each Covered Employee with contact information that may be used to make
such a request of the Claims Fiduciary.



ARTICLE VI

MISCELLANEOUS




     1. Plan Documents. A copy of the Plan shall be given to all present and future Covered
Employees.



     2. Legal Status. The Plan is maintained primarily for the purpose or providing
benefits for a select group of management or highly compensated employees and is designed to
qualify as a “top-hat” welfare plan under ERISA, including for purposes of Department of Labor
Regulations Section 2520.104-24.



     3. 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 assets of the Company expressly to assume this Plan. This Plan shall be binding
upon and inure to the benefit of the Company and any successor of or to the Company, including
without limitation any persons acquiring directly or indirectly all or substantially all of the
business and/or assets of the Company whether by sale, merger, consolidation, reorganization or
otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this
Plan), and the heirs, beneficiaries, executors and administrators of each Participant.



     IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this plan as of
July 16, 2006.



	 	 	 	 	 
	 	ALLTEL HOLDING CORP.

 	 
	 	By:  	/s/ John P. Fletcher
 	 
	 	 	John P. Fletcher 	 
	 	 	Executive Vice President and General Counsel 	 
	 




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