Exhibit
      10.10




















**NORTH
      PITTSBURGH TELEPHONE COMPANY**


**RETIREMENT
      INCOME RESTORATION PLAN**


**AS
      AMENDED AND RESTATED**


**AS
      OF JULY 1, 2007**











**TABLE
      OF CONTENTS**




ARTICLE
                  I
              TITLE
                  AND EFFECTIVE DATE
              1ARTICLE
                  II
              DEFINITIONS
                  AND CONSTRUCTION OF THE PLAN
                  DOCUMENT
              2ARTICLE
                  III
              ELIGIBILITY
              4ARTICLE
                  IV
              RETIREMENT
                  BENEFITS
              5ARTICLE
                  V
              DISTRIBUTION
              7ARTICLE
                  VI
              BENEFICIARY
              9ARTICLE
                  VII
              ADMINISTRATION
                  OF THE RESTORATION
                  PLAN
              10ARTICLE
                  VIII
              CLAIMS
                  PROCEDURE
              11ARTICLE
                  IX
              NATURE
                  OF COMPANY’S OBLIGATION
              12ARTICLE
                  X
              MISCELLANEOUS
              13
  -i-





NORTH
      PITTSBURGH TELEPHONE COMPANY


RETIREMENT
      INCOME RESTORATION PLAN


AS
      AMENDED AND RESTATED


AS
      OF
      JULY 1, 2007








The
      purpose of the North Pittsburgh Telephone Company Retirement Income Restoration
      Plan (the “Restoration Plan”) is to permit Executives of the Company to
      supplement retirement benefits payable from the Company’s qualified Retirement
      Plan for those retirement benefits lost through participation in the North
      Pittsburgh Telephone Company Deferred Compensation Plan, to recognize amounts
      paid under the Executive Bonus Plan, to provide additional benefits if an
      Executive’s employment is terminated due to change in control or for reason
      other than for cause, and to supplement retirement benefits payable from the
      Company’s qualified Retirement Plan for those benefits lost as a result of the
      freezing of accrued benefits from that plan effective December 31,
      2006.




This
      Restoration Plan is designed to provide retirement benefits because of the
      following limitations imposed on the Retirement Plan by the Internal Revenue
      Code:




·
              The
                  “section 415 Limits” restrict the benefits payable to certain participants
                  in the Retirement Plan.·
              Effective
                  in 1989, the “section 401 Limits” specify a maximum amount of employee
                  compensation that can be taken into account for determining qualified
                  retirement plan benefits.·
              Income
                  deferred by an Executive under the terms of the North Pittsburgh
                  Telephone
                  Company Deferred Compensation Plan reduces the amount of compensation
                  that
                  would otherwise be taken into account in determining benefits under
                  the
                  Company’s Retirement Plan.·
              Compensation
                  recognized under the Retirement Plan does not include bonuses paid
                  under
                  the Company’s Executive Bonus Plan.·
              Additional
                  retirement benefits provided under individual executive employment
                  agreements in the event of termination of employment due to change
                  in
                  control or by reason other than for cause cannot be provided under
                  the
                  Retirement Plan.




Although
      benefits were frozen under the Company’s qualified Retirement Plan effective
      December 31, 2006, benefits will continue to accrue under the provisions of
      the
      Restoration Plan.




-ii-




ARTICLE
        I
 TITLE
        AND EFFECTIVE DATE
  Section
        1.01 Title.  This
        plan shall be known as the North Pittsburgh Telephone Company Retirement
        Income
        Restoration Plan (hereinafter referred to as the “Restoration
        Plan”).
  Section
        1.02 Effective
        Date.  The effective date of this restated Restoration Plan shall
        be July 1, 2007.  The Restoration Plan was originally effective March
        1, 1990.
  
  ARTICLE
        II
 DEFINITIONS
        AND CONSTRUCTION OF THE PLAN DOCUMENT
  As
        used
        herein, the following words and phrases shall have the meanings specified
        below
        unless a different meaning is clearly required by the context:
  Section
        2.01 Beneficiary.  “Beneficiary”
        shall mean the person or persons or the estate of a Participant entitled
        to
        receive any benefits under this Restoration Plan.
  Section
        2.02 Board
        of Directors.  The term “Board of Directors” shall mean the Board
        of Directors of the Company.
  Section
        2.03 Company.  “Company”
        shall mean North Pittsburgh Telephone Company, its successors, any subsidiary
        or
        affiliated organizations authorized by the Board of Directors of North
        Pittsburgh Telephone Company to participate in this Restoration Plan with
        respect to their Participants, and any organization into which or with which
        the
        Company may merge or consolidate or to which all or substantially all of
        its
        assets may be transferred.
  Section
        2.04 Deferred
        Compensation.  “Deferred Compensation” means the portion of a
        Participant’s salary for any calendar year, or part thereof, that has been
        deferred pursuant to the Deferred Compensation Plan.
  Section
        2.05 Deferred
        Compensation Plan.  “Deferred Compensation Plan” means the plan
        established by the Board of Directors of the Company, effective March 1,
        1983
        and amended thereafter, pursuant to which certain Executives are permitted
        to
        defer a portion of their monthly compensation.
  Section
        2.06 Executive.  “Executive”
        shall mean any member of management who is eligible to participate in the
        Company’s Retirement Plan and the Deferred Compensation Plan.
  Section
        2.07 Named
        Fiduciary.  “Named Fiduciary”, for purposes of the claims
        procedure of the Restoration Plan, shall mean any Vice President of the Company
        designated by the Board of Directors.
  Section
        2.08 Participant.  “Participant”
        means an Executive who is participating in the Restoration Plan.
  Section
        2.09 Restoration
        Plan.  “Restoration Plan” means the North Pittsburgh Telephone
        Company Retirement Income Restoration Plan, as described in this instrument,
        as
        amended from time to time.
  Section
        2.10 Reserved.
  Section
        2.11 Retirement.  “Retirement”
        means a Participant’s early, normal or late Retirement Date, whichever is
        applicable, as provided under the terms of the Retirement Plan.
  Section
        2.12 Retirement
        Plan.  “Retirement Plan” shall mean the North Pittsburgh Telephone
        Company Retirement Plan, as amended from time to time.
  -2-
  Section
        2.13 Termination
        of Service.  “Termination of Service” or similar expression means
        the termination of the Participant’s employment as a regular employee of the
        Company and any division, subsidiary or affiliate thereof, other than
        Retirement.
  Section
        2.14 Titles.  Titles
        of the Articles of this Restoration Plan are included for ease of reference
        only
        and are not to be used for the purpose of construing any portion or provision
        of
        this Restoration Plan document.
  Section
        2.15 Gender
        and Number.  Wherever the context so requires, masculine pronouns
        include the feminine and singular words shall include the plural.
  Section
        2.16 Actuarial
        Equivalence.  “Actuarial Equivalence” means a benefit of
        equivalent value, as certified by the actuary, computed on the basis of the
        following actuarial assumptions:
  Interest:
              The
                  annual rate of interest on thirty (30) year Treasury Securities
                  in effect
                  for the second month prior to the beginning of the Plan Year in
                  which the
                  distribution will occur.
  Mortality:
                The
                      mortality table prescribed in Revenue Ruling 2001-62 based
                      on a fixed
                      blend of 50% of the unloaded male mortality rates and 50% of
                      the unloaded
                      female mortality rates underlying the mortality rates in the
                      1994 Group
                      Annuity Reserving Table, projected to
                      2002.
 Section
        2.17 Executive
        Bonus Plan.  “Executive Bonus Plan” means the plan of North
        Pittsburgh Systems, Inc, (the corporate parent of the Company) through which
        bonus payments in connection with annual or other periodic performance criteria
        are made to eligible Executives.
  Section
        2.18 Executive
        Employment Agreement.  “Executive Employment Agreement” means the
        employment agreement entered into between the Company and each Executive
        and any
        amendments to such agreement.
  Section
        2.19 Plan
        Year.  “Plan Year” means the twelve (12) month period beginning on
        November 1 and ending on the next following October 31.
  -3-
  
 ARTICLE
        III
 ELIGIBILITY
  Section
        3.01 Eligibility.  “Eligibility”
        for participation in this Restoration Plan shall be limited to those individuals
        who are Executives, as such term is defined in Section 2.06 of this Restoration
        Plan, and are participants in this Restoration Plan as of December 31,
        2006.
  Section
        3.02 Participation.  A
        Participant who is eligible to receive a retirement benefit from the Restoration
        Plan shall receive a copy of a duly executed Restoration Plan Acceptance
        form.
  -4-
  
 ARTICLE
        IV
 RETIREMENT
        BENEFITS
  Section
        4.01 Retirement
        Benefit.  A Participant shall be entitled to a retirement benefit
        under this Restoration Plan if benefits from the Retirement Plan are less
        than
        such benefits would have been if Internal Revenue Code Section 415 limits
        did
        not apply, if the Retirement Plan had not been frozen effective December
        31,
        2006, if all service rendered before and after such freeze date of December
        31,
        2006 is taken into account, if, for separations from service that are not
        for
“just or good cause” or “Cause” (as defined in an applicable Executive
        Employment Agreement) or by reason of retirement or purely voluntary
        resignation, the period of time remaining in the term of that Executive
        Employment Agreement shall be included for purposes of calculating the benefit
        under this Plan, and if the definition of “Monthly Earnings” in the Retirement
        Plan did not exclude:
  (a)
              any
                  other additional, special, fringe or supplemental compensation
                  (including
                  amounts deferred under the Deferred Compensation Plan and amounts
                  received
                  under the Executive Bonus Plan);
  (b)
              any
                  other nonqualified deferred compensation plan maintained by the
                  Company;
  (c)
              for
                  years beginning with 1989, compensation in excess of Internal Revenue
                  Code
                  Section 401(a)(17) Limit; and/or
  (d)
              additional
                  compensation or benefits (other than severance payments) under
                  the
                  Executive Employment Agreements upon termination of employment
                  due to
                  change of control or by reason other than for “just or good cause” or
                  “Cause”.
  For
        purposes of determining the retirement benefit under this Section 4.01, Monthly
        Earnings will not include any severance payments.
  Section
        4.02 Calculation
        of the Monthly Benefit.  The monthly benefit to be paid under this
        Restoration Plan shall be:
  (i)
              the
                  monthly benefit determined by applying the accrued benefit formula
                  found
                  at Section 4.01 of the Retirement Plan without regard to the accrued
                  benefit freeze effective December 31, 2006 using (a) all Monthly
                  Earnings
                  as determined under Section 4.01 of this Restoration Plan in place
                  of the
                  definition of average monthly earnings found in the Retirement
                  Plan; (b)
                  age and service as specified in the Participant’s Executive Employment
                  Agreement or, if the age and service for purposes of this Restoration
                  Plan
                  are not specified in the Executive Employment Agreement, the age
                  and years
                  of service (including years of service after December 31, 2006)
                  the
                  Participant would have attained at the end of the term of the Executive
                  Employment Agreement if (1) the Employee did not separate from
                  service and
                  completed the term and (2) the Employee’s termination of employment was
                  for reasons other than “just or good cause”, “Cause” or retirement or
                  purely voluntary resignation; and (c) adding an additional three
                  years of
                  service for Participants who retire under this Restoration Plan
                  between
                  January 1, 2007 and before April 1, 2008, as described more fully
                  below.  A
   -5-
  Participant’s
        age and service may be enhanced pursuant to either subclause (b) or subclause
        (c) of this clause (i) as applicable, but not both.
  LESS
 
 (ii)
              the
                  monthly benefit actually received under the Retirement
                  Plan.
   For
        Participants whose years of service are enhanced with additional service
        time
        pursuant to clause (i)(b) above in this Section, in all calculations of Monthly
        Earnings pursuant to clause (i) above in this Section the Participant shall,
        for
        each month the Participant’s service is enhanced pursuant to such clause (i)(b)
        above, be credited with earnings equal to the highest “monthly W-2 earnings”
paid to the Participant during the 24 full months immediately preceding the
        Participation’s termination of employment; for purposes of this Section 4.02,
“monthly W-2 earnings” means: the sum of (1) the Participant’s monthly gross W-2
        earnings for the month, *less* (2) all amounts paid to the Participant
        under the Executive Bonus Plan (as defined in the Income Restoration Plan)
        during such month, *plus* (3) one twelfth (1/12) of the average of the
        payments received by the Participant under the Executive Bonus Plan in respect
        of the most recently preceding two (2) fiscal years of the Company (or such
        fewer number of years as the Participant was entitled to be a participant
        under
        the Executive Bonus Plan).
 
 As
        amplification of clause (i)(c) above in this Section, any Participant who
        retires from the Company under this Restoration Plan between January 1, 2007
        and
        March 31, 2008 will have his Retirement benefit calculated under this Section
        4.02 by adding three additional years of service to his actual service that
        otherwise would have been used in the calculation, in recognition of that
        Participant’s choice not to participate in the early retirement window program
        under the Retirement Plan offered in 2006.  For purposes of
        determining early retirement eligibility and the reduction for early benefit
        commencement as described in Section 4.04 of the Retirement Plan, three (3)
        years shall be added to the age and service of a Participant who retires
        from
        the Company between January 1, 2007 and March 31, 2008.
   -6-
  
 ARTICLE
        V
 DISTRIBUTION
  Section
        5.01 Distribution
        of Retirement Benefit.  Retirement benefits shall be paid at such
        time as the Participant has a separation from service (as defined in the
        regulations issued under Code Section 409A) with the Company with a vested
        benefit.  Effective January 1, 2005, benefits shall not be paid before
        the date that is 6 months after the date of separation from service with
        the
        Company (or if earlier, date of the Participant’s death).  For all
        benefit payments that begin after January 1, 2001, the form of distribution
        will
        be a lump sum payment of the entire benefit.  The lump sum will be (a)
        minus (b) and, effective July 1, 2006, increased by the adjustment factor
        in
        (c):
  (a)
              the
                  Actuarial Equivalent of the gross monthly benefit determined under
                  Section
                  4.02(i) of this Restoration Plan, payable as a life annuity at
                  the
                  earliest commencement date provided under the Retirement Plan or,
                  if
                  earlier, the earliest commencement date provided under the Executive
                  Employment Agreement.
  (b)
              the
                  Actuarial Equivalent of the monthly benefit payable from the Retirement
                  Plan determined in Section 4.02(ii) of this Restoration Plan, payable
                  as a
                  life annuity (Basic Form) at the earliest commencement date provided
                  under
                  the Retirement Plan.
  (c)
              The
                  lump sum resulting from (a) minus (b) will be increased by an adjustment
                  factor to recognize the difference in tax treatment between benefits
                  payable from the Restoration Plan and benefits that could have
                  been
                  received from the Retirement Plan.  The adjustment factor will
                  be determined at the beginning of each Plan Year and will apply
                  to
                  distributions to be made during such Plan Year.  For
                  distributions in the Plan Year beginning November 1, 2005, the
                  adjustment
                  factor shall be 41%, as developed in Appendix A.  In subsequent
                  Plan Years, the adjustment factor will be developed in accordance
                  with the
                  calculation algorithm in Appendix A which shall reflect the
                  following:
  -
              Federal,
                  state, Medicare and local tax rates applicable for the calendar
                  year
                  beginning on the January 1 during the Plan Year;
                  and
 -
              the
                  interest rate and mortality assumption specified in Section 2.16
                  for
                  Actuarial Equivalence during the Plan
                  Year.
 
 Section
        5.02 Distribution
        in the Event of Death.  In the event of the death of the
        Participant prior to his retirement, the retirement benefits payable hereunder
        shall be payable to his Beneficiary.  The benefit shall be calculated
        in the same manner as the preretirement survivor benefit payable under the
        Retirement Plan.
  For
        all
        death benefit payments that begin after January 1, 2001, the form of
        distribution will be a lump sum payment of the entire benefit.  The
        lump sum will be (a) minus (b) and, effective July 1, 2006, increased by
        the adjustment factor contained in Section 5.01(c):
  (a)
              the
                  Actuarial Equivalent of the gross monthly benefit determined under
                  Section
                  4.02(i) of this Restoration Plan, payable to the survivor at the
                  earliest
   -7-
  commencement
        date provided in the Retirement Plan and reduced for early retirement and
        joint
& survivor coverage as specified in the Retirement Plan.
  (b)
              the
                  Actuarial Equivalent of the survivor benefit payable from the Retirement
                  Plan determined in Section 4.02(ii) of this Restoration Plan, payable
                  as a
                  life annuity (Basic Form) at the earliest commencement date provided
                  under
                  the Retirement Plan.
  Section
        5.03 Vesting
        of Retirement Benefit.  The Participant shall vest in any
        Retirement Benefits under Section 4.01 of this Restoration Plan following
        the
        completion of five years of service with the Company.  For purposes of
        this Section, years of service are calculated in the same manner as under
        the
        Retirement Plan.
  Section
        5.04 Withholding
        for Taxes.  The Company shall be entitled to withhold from payments
        due under the Restoration Plan any and all taxes of any nature required by
        any
        government to be withheld from compensation paid to employees.
   -8-
  
 ARTICLE
        VI
 BENEFICIARY
  Section
        6.01 Beneficiary
        Designation.  A Participant shall designate a Beneficiary to
        receive benefits under Article IV of the Restoration Plan by completing a
        Beneficiary designation form.  If more than one Beneficiary is named,
        the shares and/or precedence of each Beneficiary shall be
        indicated.  A Participant shall have the right to change the
        Beneficiary by submitting to the Board of Directors a change of Beneficiary
        form.  However, no change of Beneficiary shall be effective until
        acknowledged in writing by the Company.
  Section
        6.02 Proper
        Beneficiary.  If the Company has any doubt as to the proper
        Beneficiary to receive payments hereunder, the Company shall have the right
        to
        withhold such payments until the matter is finally
        adjudicated.  However, any payment made by the Company in good faith
        and in accordance with this Restoration Plan shall fully discharge the Company
        from all further obligations with respect to that payment.
  Section
        6.03 Minor
        or Incompetent Beneficiary.  In making any payments to or for the
        benefit of any minor or an incompetent Beneficiary, the Company in its sole
        and
        absolute discretion may make a distribution to a legal or natural guardian
        or
        other relative of a minor or court appointed committee of such
        incompetent.  Or, it may make a payment to any adult with whom the
        minor or incompetent temporarily or permanently resides.  The receipt
        by a guardian, committee, relative or other person shall be a complete discharge
        to the Company.  The Company shall not have any responsibility to see
        to the proper application of any payments so made.
   -9-
  
 ARTICLE
        VII
 ADMINISTRATION
        OF THE RESTORATION PLAN
  Section
        7.01 Decisions
        of the Board of Directors.  All resolutions or other actions taken
        by the Board of Directors shall be in compliance with the by-laws of the
        Company.
  Section
        7.02 Finality
        of Determination.  Subject to the Restoration Plan, the Company
        shall, from time to time, establish rules, forms and procedures for the
        administration of the Restoration Plan.  Except as herein otherwise
        expressly provided, the Company shall have the exclusive right to interpret
        the
        Restoration Plan and to decide any and all matters arising thereunder or
        in
        connection with the administration of the Restoration Plan, and it shall
        endeavor to act, whether by general rules or by particular decisions, so
        as not
        to discriminate in favor of or against any person.  The decisions,
        actions and records of the Company shall be conclusive and binding upon the
        Company and all persons having or claiming to have any right or interest
        in or
        under the Restoration Plan.
  Section
        7.03 Certificates
        and Reports.  The Company shall be entitled to rely on all
        certificates and reports made by any duly appointed accountants or actuaries
        and
        on all opinions given by any duly appointed legal counsel, which legal counsel
        may be counsel for the Company.
  Section
        7.04 Expenses.  The
        expenses of administering the Restoration Plan shall be borne by the
        Company.
   -10-
  
 ARTICLE
        VIII
 CLAIMS
        PROCEDURE
  Section
        8.01 Written
        Claim.  Retirement benefits shall be paid in accordance with the
        provisions of this Restoration Plan.  The Participant, or a designated
        recipient or any other person claiming through the Participant, shall make
        a
        written request for benefits under this Restoration Plan.  This
        written claim shall be mailed or delivered to the Company.
  Section
        8.02 Denied
        Claim.  If the claim is denied, in full or in part, the Named
        Fiduciary shall provide a written notice within ninety (90) days setting
        forth
        the specific reasons for denial, any additional material or information
        necessary to perfect the claim, an explanation of why such material or
        information is necessary, and appropriate information and explanation of
        the
        steps to be taken if a review of the denial is desired.
  Section
        8.03 Review
        Procedure.  If the claim is denied and a review is desired, the
        Participant (or Beneficiary) shall notify the Named Fiduciary in writing
        within
        sixty (60) days after receipt of the written notice of denial (a claim shall
        be
        deemed denied if the Named Fiduciary does not take any action within the
        aforesaid ninety (90) day period).  In requesting a review, the
        Participant or his Beneficiary may request a review of the Restoration Plan
        Document or other pertinent documents with regard to the employee benefit
        plan
        created under this Restoration Plan, may submit any written issues and comments,
        may request an extension of time for such written submission of issues and
        comments, and may request that a hearing be held, but the decision to hold
        a
        hearing shall be within the sole discretion of the Company.
  Section
        8.04 Company
        Review.  The decision on the review of the denial claim shall be
        rendered by the Company within sixty (60) days after the receipt of the request
        for review (if a hearing is not held) or within sixty (60) days after the
        hearing if one is held.  The decision shall be written and shall state
        the specific reasons for the decision including reference to specific provisions
        of this Restoration Plan on which the decision is based.
   -11-
  
 ARTICLE
        IX
 NATURE
        OF COMPANY’S OBLIGATION
  Section
        9.01 Company’s
        Obligation.  The Company’s obligations under this Restoration Plan
        shall be an unfunded and unsecured promise to pay.  The Company shall
        not be obligated under any circumstances to fund its financial obligations
        under
        this Restoration Plan.
  Section
        9.02 Creditor
        Status.  Any assets which the Company may acquire or set aside to
        help cover its financial liabilities are and must remain general assets of
        the
        Company subject to the claims of its creditors.  Neither the Company
        nor this Restoration Plan gives the Participant any beneficial ownership
        interest in any asset of the Company.  All rights of ownership in any
        such assets are and remain in the Company and Participants and their
        Beneficiaries shall have only the rights of general creditors of the
        Company.
   -12-
  
 ARTICLE
        X
 MISCELLANEOUS
  Section
        10.01 Written
        Notice.  Any notice which shall be or may be given under the
        Restoration Plan shall be in writing and shall be mailed by United States
        mail,
        postage prepaid.  If notice is to be given to the Company, such notice
        shall be addressed to the Company at 4008 Gibsonia Road, Gibsonia, PA 15044-9311
        or if notice to a Participant, addressed to the address of the Participant
        or
        his Beneficiary shown on the most recent records of the Company.
  Section
        10.02 Change
        of Address.  Any party may, from time to time, change the address
        to which notices shall be mailed by giving written notice of such new
        address.
  Section
        10.03 Merger,
        Consolidation or Acquisition.  The Restoration Plan shall be
        binding upon the Company, its assigns, and any successor company or other
        entity
        which shall succeed to substantially all of its assets and business through
        merger, acquisition or consolidation, and upon an Executive, his Beneficiary,
        assigns, heirs, executors and administrators.
  Section
        10.04 Amendment
        and Termination.  The Company retains the sole and unilateral
        right to terminate, amend, modify, or supplement this Restoration Plan, in
        whole
        or in part, at any time, provided, however, in the event of a change in
        ownership or control of the Company or its parent or a change in the ownership
        of the Company’s assets, as such terms are defined in Treas. Reg. §1.409A-3(i),
        no amendment can have the effect of reducing or eliminating the accrued benefit
        of any then Participant, eliminating any optional form of benefit or otherwise
        diminishing the then Participant’s rights or entitlements under this Restoration
        Plan.  Prior to a change in ownership or control, the right to make
        amendments or to terminate includes the right to make retroactive
        amendments.
  Section
        10.05 Nontransferability.  No
        sale, transfer, alienation, assignment, pledge, collateralization or attachment
        of any benefits under this Restoration Plan shall be valid or recognized
        by the
        Company.  Neither the Participant, his spouse, or designated
        Beneficiary shall have any power to hypothecate, mortgage, commute, modify,
        or
        otherwise encumber in advance of payment any of the benefits payable hereunder,
        nor shall any of said benefits be subject to seizure for the payment of any
        debts, judgments or alimony maintenance, owed by the Participant or his
        Beneficiary, or be transferable by operation of law in the event of bankruptcy,
        insolvency, or otherwise.
  Section
        10.06 Legal
        Fees.  All reasonable legal fees incurred by any Participant (or
        former Participant) or Beneficiary to successfully enforce his valid rights
        under this Restoration Plan shall be paid by the Company in addition to sums
        due
        under this Restoration Plan.
  Section
        10.07 Acceleration
        of Payment.  The Company reserves the right to accelerate the
        payment of any benefits payable under this Restoration Plan at any time without
        the consent of the Participant, his estate, his Beneficiary or any other
        person
        claiming through the Participant.
   -13-
  Section
        10.08 Applicable
        Law.  This Restoration Plan shall be governed by the laws of the
        Commonwealth of Pennsylvania.
   -14-
  IN
        WITNESS WHEREOF, the Company has caused this restated instrument to be executed
        by its duly authorized officer on this 6th day of July, 2007, effective as
        of
        the first day of July, 2007.
  NORTH
                PITTSBURGH TELEPHONE
                COMPANYBY
              /s/
                H. R.
                BrownHarry
                R. BrownPresident
  -15-
  North
        Pittsburgh Telephone Company Retirement Income Restoration Plan
 
 **Appendix
        A**
 
 **Development
        of Tax and Investment Earnings Adjustment Factor**
 **for
        Plan Year Beginning November 1, 2005**
 
 *Tax
        Rate Adjustment*
 
 1.           Pre-retirement
        tax rates applicable to the 2006 calendar year:
 a.           Highest
        Federal income tax
        rate                                                               35.00%
 b.           PA
        state income tax
        rate                                                                           3.07%
 c.           Medicare
        tax
        rate                                                                                       
1.45%
 d.           Local
        wage tax
        rate                                                                                    1.00%
 e.           Total
        Pre-retirement tax
        rates                                                                   40.52%
 
 2.           Post-retirement
        tax rates applicable to the 2006 calendar year:
 a.           Federal
        income tax
        rate*                                                                           25.00%
 b.           PA
        state income tax
        rate**                                                                      0.00%
 c.           Other                                                                                                           
        0.00%
 d.           Total
        Post-retirement tax
        rates                                                                25.00%
 
 3.           Tax
        Adjustment
 =
        [1 - (2d)]  ̧ [1 - (1e)]
        -
        1                                                                                        26.09%
 
 *Post-retirement
        Investment Earnings Adjustment*
 
 4.           Investment
        assumptions:
 a.           Pre-tax
        risk-free return
 =
                  interest rate for Restoration Plan lump
                  sum
 conversion
        for distributions in Plan
        Year beginning
 November
        1, 2005 (average 30-year
        Treasury rate
 for
        September
        2005)                                                                               
4.47%
 b.           Post-tax
        return = (4a) x [1 -
        (2d)]                                                             3.35%
 
 5.           Annuity
        factors***
 a.           Assumed
        retirement
        age                                                                           62
 b.           Lump
        sum factor at pre-tax rate
        (4a)                                                       13.3204
 c.           Lump
        sum factor at after-tax rate
        (4b)                                                     14.8670
 
 6.           Earnings
        Adjustment = [(5c)  ̧ (5b)]
        -
        1                                                                  11.61%
 
 7.           Combined
        Adjustment = [1 + (3)] x [1 + (6)] -
        1                                                      40.73%
 
 *Adjustment
        Factor = rounded
        result                                                                                    41%*
 ----------------
 *
        Next-higher tax rate for income above $50,000 for married filing jointly
        status
 **
        Qualified retirement benefit payments are not subject to PA income
        tax
 ***
        Monthly life annuity payable beginning at retirement age; mortality table
        prescribed in Revenue Ruling 2001-62
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