**AMENDMENT
      NO. 1 TO RIGHTS AGREEMENT**






Amendment
      No. 1, dated as of July 1, 2007 (the “Amendment”), between North
      Pittsburgh Systems, Inc., a Pennsylvania corporation (the “Company”), and
      Wells Fargo Bank Minnesota, N.A., a National Association, as Rights Agent (the
      “Rights Agent”).




WHEREAS,
      the Company and the Rights Agent entered into a Rights Agreement, dated as
      of
      September 25, 2003 (the “Rights Agreement”);




WHEREAS,
      the Company intends to enter into an Agreement and Plan of Merger with
      Consolidated Communications Holdings, Inc., a Delaware corporation
      (“Parent”), and Fort Pitt Acquisition Sub Inc., a Pennsylvania
      corporation and a wholly-owed subsidiary of Parent (“Merger Sub”);
      and




WHEREAS,
      the Company desires to amend the Rights Agreement as set forth herein and to
      direct the Rights Agent to execute this Amendment in accordance with Section
      28
      of the Rights Agreement;




NOW,
      THEREFORE, in consideration of the premises and mutual agreements set forth
      in
      the Rights Agreement and this Amendment, the parties hereby agree as
      follows:




1.           *Amendment
      to**Definition of**Acquiring Person.*Section 1(a) of the
      Rights Agreement is hereby amended to add the following sentence at the end
      thereof:




Notwithstanding
      anything to the contrary in this Agreement, neither Parent, Merger Sub nor
      any
      of their respective Affiliates or Associates shall be, or shall be deemed to
      be,
      an Acquiring Person solely by virtue of (w) the execution and delivery of the
      Merger Agreement or any agreements, arrangements or understandings entered
      into
      by Parent or Merger Sub contemplated by the Merger Agreement if such agreements,
      arrangements or understandings are in accordance with the terms and conditions
      of the Merger Agreement, (x) the announcement of the Merger Agreement or the
      Merger, (y) the consummation of the Merger or (z) the consummation of the other
      transactions contemplated by the Merger Agreement upon the terms and conditions
      of the Merger Agreement (each of the events set forth in the foregoing clauses
      (w), (x), (y) and (z), an “Exempt Event”).




2.           *New
      Definitions*.  Section 1 of the Rights Agreement is hereby amended
      to add the following defined terms at the end thereof:




(dd)           “Exempt
      Event” shall have the meaning set forth in Section 1(a) hereof.




(ee)           “Merger
      Agreement” shall mean the Agreement and Plan of Merger, dated as of July 1,
      2007, by and among the Company, Consolidated Communications Holdings, Inc.,
      a
      Delaware corporation (“Parent”), and Fort Pitt Acquisition Sub Inc., a
      Pennsylvania corporation and a wholly-owned subsidiary


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of
      Parent
      (“Merger Sub”) (as it may be amended or supplemented from time to
      time).




(ff)           “Merger
      Sub” shall have the meaning set forth in Section 1(ee) hereof.




(gg)           “Parent”
      shall have the meaning set forth in Section 1(ee) hereof.




2.           *Amendment
      to Definition**of Final Expiration Date*.  Section 7(a) of
      the Rights Agreement is hereby amended by replacing clause (i) thereof with
      the
      following (and Exhibit B to the Rights Agreement shall be deemed amended
      accordingly):




(i)
      (x)
      the Close of Business on October 6, 2013 or (y) if earlier, the time immediately
      prior to the Effective Time (as defined in the Merger Agreement), if the
      Effective Time shall occur (the earlier to occur of (x) and (y), the “Final
      Expiration Date”)




3.           *Amendment
      to Section 13(a)*.  Section 13(a) of the Rights Agreement is
      hereby amended by adding the following sentence at the end thereof:




Notwithstanding
      anything to the contrary in this Agreement, the provisions of this Section
      13
      and Section 14 hereof shall not apply to any Exempt Event.




4.           *Amendment
      to Section 31.*  Section 31 of the Rights Agreement is hereby
      amended by adding the following sentence at the end thereof:




Notwithstanding
      the foregoing, nothing in this Agreement shall be construed to give any holder
      of Rights or any other Person any legal or equitable rights, remedy or claim
      under this Agreement in connection with any Exempt Event.




5.           *Directions
      to Rights Agent; Officer’s Certificate*.  The Company hereby
      directs the Rights Agent, in accordance with the terms of Section 28 of the
      Rights Agreement, to execute this Amendment in its capacity as Rights
      Agent.  The undersigned officer of the Company, being duly authorized
      on behalf of the Company, hereby certifies on behalf of the Company that (a)
      he
      holds the office set forth under his name on the signature page hereto and
      (b)
      this Amendment is in compliance with Section 28 of the Rights
      Agreement.




6.           *Miscellaneous*.  The
      term “Agreement” as used in the Rights Agreement shall be deemed to refer to the
      Rights Agreement as amended hereby.  In accordance with the
      resolutions adopted by the Company’s Board of Directors, this Amendment is
      effective as of the time at which such resolutions were so
      adopted.  Except as set forth in this Amendment, the Rights Agreement
      shall remain in full force and effect and shall be otherwise unaffected
      hereby.  This Amendment may be executed in any number of counterparts,
      and each of such counterparts shall for all purposes be deemed an original,
      but
      all such counterparts shall together constitute but one and the same instrument,
      it being understood that counterparts may be delivered by facsimile or
      .pdf.  Headings of the several Sections of the Amendment are inserted
      for convenience only and shall not control or affect the meaning or construction
      of any of the provisions hereof.


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IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed as of the day and year first above written.








NORTH
                PITTSBURGH SYSTEMS, INC.By:
            /s/
                Harry R. BrownName:
            Harry
                R. BrownTitle:
            President
                and Chief Executive OfficerWELLS
                FARGO BANK MINNESOTA, N.A., as Rights AgentBy:
            /s/
                Barbara M. NovakName:
            Barbara
                M. NovakTitle:
            Vice
                President