exv10w1



 





Exhibit
10.1



 






Windstream 




2007 Deferred Compensation Plan
















 








	 	 	 	 	 
	Article I
	 	 	1	 
	Establishment and Purpose
	 	 	1	 
	Article II
	 	 	1	 
	Definitions
	 	 	1	 
	Article III
	 	 	7	 
	Eligibility and Participation
	 	 	7	 
	Article IV
	 	 	7	 
	Deferral Elections
	 	 	7	 
	Article V
	 	 	10	 
	Modifications to Payment Schedules
	 	 	10	 
	Article VI
	 	 	11	 
	Company Contributions
	 	 	12	 
	Article VII
	 	 	12	 
	Valuation of Account Balances; Investments
	 	 	12	 
	Article VIII
	 	 	13	 
	Distribution and Withdrawals
	 	 	13	 
	Article IX
	 	 	15	 
	Administration
	 	 	15	 
	Article X
	 	 	16	 
	Amendment and Termination
	 	 	16	 
	Article XI
	 	 	18	 
	Informal Funding
	 	 	18	 
	Article XII
	 	 	18	 
	Claims
	 	 	18	 
	Article XIII
	 	 	20	 
	General Conditions
	 	 	20	 
	Article XIV
	 	 	22	 
	Prior Plans and Benefit Restoration Plan
	 	 	22	 






 









 





Article I

Establishment and Purpose



Windstream Corporation (the “Company”) hereby establishes the Windstream 2007 Deferred Compensation
Plan (the “Plan”). This Plan is effective on the Effective Date. The purpose of the Plan is to
attract and retain key employees by providing each Participant with an opportunity to defer receipt
of a portion of their salary, bonus, and other specified compensation and to provide for the
payment of certain amounts deferred under the prior plans maintained by the Company.




Article II

Definitions





	2.1	 	Account. Account means a bookkeeping account maintained by the Committee to record
the Company’s payment obligation to a Participant under the Plan. The Committee may maintain
an Account to record the total obligation to a Participant and component Accounts to reflect
amounts payable at different times and in different forms pursuant to the terms of a
Participant’s Deferral Election. The Account shall be a bookkeeping entry only and shall be
used solely as a device to measure and determine the amounts, if any, to be paid to a
Participant or his Beneficiary under the Plan.
	 
	2.2	 	Account Balance. Account Balance means, with respect to any Account, the total
amount of the Company’s payment obligation from such Account as of the most recent Valuation
Date.
	 
	2.3	 	Affiliate. Affiliate means any corporation, joint venture, partnership, limited
liability company, unincorporated association or other entity in which the Company has a
direct or indirect ownership or other equity interest and directly or indirectly owns or
controls fifty percent (50%) or more of the total combined voting or other decision-making
power.
	 
	2.4	 	Beneficiary or Beneficiaries. Beneficiary or Beneficiaries means the person
or persons, including one or more trusts, designated by a Participant in accordance with the
Plan to receive payment of the remaining balance of the Participant’s Account in the event of
the death of the Participant prior to the Participant’s receipt of the entire vested amount
credited to his Account.
	 
	2.5	 	Beneficiary Designation Form. Beneficiary Designation Form means the form
established from time to time by the Committee that a Participant completes signs and returns
to the Committee to designate one or more Beneficiaries.
	 
	2.6	 	Benefit Restoration Plan. Benefit Restoration Plan means the Windstream Benefit
Restoration Plan.
	 
	2.7	 	BRP Transferred Amounts. BRP Transferred Amounts has the meaning given to such term
in Section 14.2 hereof.






 









 






	2.8	 	Business Day. A Business Day is each day on which the New York Stock Exchange is
open for business.
	 
	2.9	 	Change in Control. Change in Control has the meaning given to such term in the
Windstream 2006 Equity Incentive Plan, as amended from time to time. Notwithstanding the
foregoing, to the extent that any event or occurrence described in the preceding definition
does not constitute a “change in the ownership or effective control” or a “change in the
ownership of a substantial portion of the assets” of the Company within the meaning of Code
Section 409A, such event or occurrence shall not constitute a Change in Control for purposes
of Sections 8.6 and 10.1(b)(2) hereof.
	 
	2.10	 	Claimant. Claimant means a Participant or Beneficiary filing a claim under Article
XII of this Plan.
	 
	2.11	 	Code. Code means the Internal Revenue Code of 1986, as amended from time to
time. 
	 
	2.12	 	Code Section 409A. Code Section 409A means section 409A of the Code, and regulations
and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.
For purposes of the Plan, the phrase “permitted by Code Section 409A,” or words or phrases of
similar import, shall mean that the event or circumstance shall only be permitted to the
extent it would not cause an amount deferred or payable under the Plan to be includible in the
gross income of a Participant or Beneficiary under Code Section 409A(a)(1).
	 
	2.13	 	Commencement Date. Commencement Date has the meaning given to such term in Section
3.1 hereof.
	 
	2.14	 	Committee. Committee means the committee appointed to administer the Plan. Unless
and until otherwise specified by the Compensation Committee of the Board of Directors of the
Company, the Committee under the Plan shall be the Company’s Benefits Committee, or its
delegate.
	 
	2.15	 	Company. Company means Windstream Corporation and its successors, including, without
limitation, the surviving corporation resulting from any merger or consolidation of Windstream
Corporation with any other corporation, limited liability company, joint venture, partnership
or other entity or entities.







 









 






	2.16	 	Company Contribution. Company Contribution means a credit by the Company or any
Affiliate to a Participant’s Account(s) in accordance with the provisions of Article VI of
the Plan. Company Contributions are credited at the sole discretion of the Company and its
Affiliates and the fact that a Company Contribution is credited in one year shall not
obligate the Company or any Affiliate to continue to make such Company Contribution in
subsequent years.
	 
	2.17	 	Compensation. Compensation means a Participant’s base salary and annual bonus payable
under the Windstream Corporation Performance Incentive Compensation Plan or the Windstream
Corporation Executive Incentive Compensation Plan, or their successors, and such other cash or
equity-based compensation (if any) approved by the Committee as Compensation that may be
deferred under this Plan. For purposes of this Plan, base salary payable after the last day
of a Plan Year solely for services performed during the final payroll period described in Code
Section 3401(b) containing December 31 of such year shall be treated as earned during the
subsequent Plan Year.
	 
	2.18	 	Death Benefit. Death Benefit means payment to a Participant’s Beneficiary(ies) of
all remaining unpaid Account Balances as provided in Section 8.4 of the Plan.
	 
	2.19	 	Deferral. Deferral means the credits to a Participant’s Accounts attributable to
deferrals of Compensation and Earnings on such amounts, in each case as described in Code
Section 409A, except where the context of the Plan clearly indicates otherwise.
	 
	2.20	 	Deferral Election. Deferral Election means an agreement between a Participant and
the Company specifying any or all of the following: (i) the amount of each component of
Compensation subject to the Deferral Election; (ii) the investment allocation described in
Section 7.2; and (iii) the Payment Schedule applicable to the Deferral Election. The Committee
may permit different deferral amounts for each component of Compensation and may establish a
minimum or maximum deferral amount for each such component. Unless otherwise specified by the
Committee in the Deferral Election agreement, Participants may defer up to 25% of their base
salary and up to 50% of their annual bonus and/or other types of Compensation (if any) for a
Plan Year.
	 
	 	 	To the extent permissible under Code Section 409A, the Committee may reduce a Participant’s
Deferral Election as necessary to permit sufficient non-deferred Compensation from which the
Company may satisfy a Participant’s obligations regarding welfare plans and from which to
satisfy tax withholding obligations, and/or to conform the Deferral Election and the Plan to
applicable law.
	 
	2.21	 	Disability. Disability means that a Participant either (i) is unable to engage in any
substantial gainful activity by reason of any medically-determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or (ii) is, by reason of any
medically-determinable physical or mental impairment which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under an
accident and health plan covering employees of the Participant’s employer. The determination
of the existence of a Disability shall be made by the Committee in accordance with Code
Section 409A.








 









 






	2.22	 	Disability Benefit. Disability Benefit means a payment by the Company to a
Participant of all remaining unpaid Account Balances in a single lump sum as provided in
Section 8.3 of the Plan.
	 
	2.23	 	Earnings. Earnings means an adjustment to the value of an Account in accordance with
Article VII.
	 
	2.24	 	Effective Date. Effective Date means December 31, 2006.
	 
	2.25	 	Eligible Employee. Eligible Employee means any employee of the Company or its
Affiliates who is (i) expressly selected by the Compensation Committee of the Board of
Directors of the Company, in its sole discretion, to participate in the Plan, and (ii) a
member of a “select group of management or highly compensated employees,” within the meaning
of Sections 201, 301 and 401 of ERISA. In lieu of expressly selecting Eligible Employees for
Plan participation, the Compensation Committee of the Board of Directors of the Company may
establish eligibility criteria (consistent with the requirements of (i) and (ii) of this
section) providing for automatic participation of all Eligible Employees who satisfy such
criteria. Unless and until modified or revoked by the Compensation Committee of the Board of
Directors of the Company, such eligibility criteria are set forth on Exhibit A hereto.
	 
	2.26	 	ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time.
	 
	2.27	 	Participant. Participant means an Eligible Employee who has received notification of
his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other
person with an Account Balance greater than zero, regardless of whether such individual
continues to be an Eligible Employee. Moreover, any individual with respect to whom receives
a credit to his or her Account under Article XIV as of the Effective Date shall automatically
participate, and be a “Participant,” in the Plan with respect to such amounts as of the
Effective Date. A Participant’s continued participation in the Plan shall be governed by
Section 3.2 and Section 3.3 of the Plan.
	 
	2.28	 	Payment Schedule. Payment Schedule means the date as of which payment under the Plan
will commence and the form in which such payment will be made.






	 	(a)	 	Retirement/Termination Account. Payment of a Participant’s vested
Retirement/Termination Account will be made (or will commence) on the later of: (i)
January of the Plan Year following the Plan Year of the Participant’s Separation from
Service; or (ii) the first Business Day of the seventh month following such Separation
from Service (or, if earlier, upon the Participant’s death as provided in Section 8.4
of the Plan). Payment will be made in a single lump sum unless the Participant
specifies an alternative form of payment in his first Deferral Election that he
delivers to the Committee pursuant to which amounts are credited to his
Retirement/Termination Account (or, if earlier, prior to the date that the Participant
obtains a legally binding right to Company Contributions under his
Retirement/Termination Account or such other date as permitted by the Committee in
accordance with Code Section 409A). Alternative forms of








 









 






	 	 	 	payment include (i) a lump sum payment between 0% and 100% of the Account Balance
and (ii) any remaining Account Balance payable in a series of substantially equal
annual installments from two (2) to ten (10) years. If a lump sum equal to less
than 100% of the Retirement/Termination Account is paid, the payment commencement
date for the installment form of payment will be the first anniversary of the
payment of the lump sum.
	 
	 	(b)	 	Specified Date Account. Payment from a Participant’s Specified Date Account
will be made (or will commence) as of the first day of a specified month of a
specified year (or if no month is specified, as of February 1 of the specified year),
or upon attaining a specified age, under the elections described in Section 4.4 as
modified under Section 5.1. Payment will be made in a single lump sum unless the
Participant specifies an alternative form of payment in his first Deferral Election
that he delivers to the Committee pursuant to which amounts are credited to that
Specified Date Account. Alternative forms of payment include a series of substantially
equal annual installments payable over two (2) to five (5) years. The time and form of
payment upon an earlier Separation from Service, death, Disability is specified in
Section 4.4(b).
	 
	 	(c)	 	Death Benefit. Payment to a Participant’s Beneficiary(ies) in the event of
death shall be paid in a single lump sum. Payment will be made as of the first day of
the first month following the Participant’s death.
	 
	 	(d)	 	Disability Benefit. Payment due to Disability will be made in a single lump
sum on the later of (i) the first day of the first month following the Participant’s
Disability, or (ii) to the extent required to comply with Code Section 409A, the first
Business Day of the seventh month following the Participant’s Separation from Service
(or, if earlier, upon the Participant’s death as provided in Section 8.4 of the Plan).
	 
	 	(e)	 	Prior Plan Account. Payment from a Participant’s Prior Plan Account will be
governed by Section 14.1.






	2.29	 	Performance-Based Compensation. Performance-Based Compensation means Compensation
where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of
pre-established organizational or individual performance criteria relating to a performance
period of at least twelve (12) consecutive months in which the Participant performs services
for the Company or its Affiliates. Organizational or individual performance criteria are
considered pre-established if established in writing by not later than ninety (90) calendar
days after the commencement of the period of service to which the criteria relate, provided
that the outcome is substantially uncertain at the time the criteria are established.
Performance-Based Compensation does not include any amount or portion of any amount that will
be paid either regardless of performance, or based upon a level of performance that is
substantially certain to be met at the time the criteria is established. Performance criteria
may be subjective but must relate to the performance of the Participant, a group of employees
that includes the Participant or a business unit (which may include the Company) for which the
Participant provides services. The determination of whether Compensation qualifies as
“Performance-Based Compensation” will be made in accordance with Code Section 409A.








 









 






	2.30	 	Plan. Plan means the “Windstream 2007 Deferred Compensation Plan” as amended from
time to time.
	 
	2.31	 	Plan Year. Plan Year means January 1 through December 31.
	 
	2.32	 	Prior Plans. Prior Plans means the Windstream Executive Deferred Compensation Plan
and the Windstream Management Deferred Compensation Plan.
	 
	2.33	 	Prior Plan Account. Prior Plan Account means the Account established on behalf of
certain Participants in accordance with Section 14.1 of the Plan.
	 
	2.34	 	Retirement/Termination Account. Retirement/Termination Account means an Account
established by the Committee to record the amount payable to a Participant due to his or her
Separation from Service.
	 
	2.35	 	Separation from Service. A Participant incurs a Separation from Service upon
termination of employment with the Company other than due to death or Disability. The
occurrence of a Separation from Service is determined by the Committee in its sole discretion
under the facts and circumstances and in accordance with Code Section 409A.
	 
	2.36	 	Specified Date Account. A Specified Date Account means an Account established
pursuant to Section 4.4 that will be paid (or that will commence to be paid) at a future date
as specified in the Participant’s Deferral Election. Unless otherwise determined by the
Committee, a Participant may maintain no more than five (5) Specified Date Accounts. A
Specified Date Account may be identified in enrollment materials as an “In-Service Account”.
	 
	2.37	 	Subsequent Payment Election. Subsequent Payment Election has the meaning given to
such term in Section 5.1 hereof.
	 
	2.38	 	Unforeseeable Emergency. An Unforeseeable Emergency is a severe financial hardship
of the Participant or Beneficiary resulting from an illness or accident of the Participant or
Beneficiary, the Participant’s or Beneficiary’s spouse, or the Participant’s or Beneficiary’s
dependent (as defined in Code Section 152(a)); loss of the Participant’s or Beneficiary’s
property due to casualty (including the need to rebuild a home following damage to a home not
otherwise covered by insurance, for example, as a result of a natural disaster); or other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant or Beneficiary. For example, the imminent foreclosure of or
eviction from the Participant’s or Beneficiary’s primary residence may constitute an
Unforeseeable Emergency. In addition, the need to pay for medical expenses, including
non-refundable deductibles, as well as for the costs of prescription drug medication, may
constitute an Unforeseeable Emergency. Finally, the need to pay for the funeral expenses of a
spouse or a dependent (as defined in Code Section 152(a)) may also constitute an Unforeseeable
Emergency. Except as otherwise provided in this section, the purchase of a home and the
payment of college tuition are not Unforeseeable Emergencies. Whether a Participant or
Beneficiary is faced with an Unforeseeable Emergency permitting a distribution under section
8.5 of the Plan is to be determined by the Committee, in its sole discretion, based on the
relevant facts and








 









 






	 	 	circumstances of each case, but, in any case, a distribution on account of Unforeseeable
Emergency may not be made to the extent that such emergency is or may be reimbursed through
insurance or otherwise, by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not cause severe financial hardship, or by cessation of
Deferrals under this Plan.
	 
	2.39	 	Valuation Date. Valuation Date shall mean each Business Day.





Article III

Eligibility and Participation





	3.1	 	Eligibility and Participation. An Eligible Employee becomes eligible to file a
Deferral Election on the date designated by the Committee or its designee (the “Commencement
Date”) that such Eligible Employee becomes a Participant upon the earlier to occur of (i) a
credit of Company Contributions under Article VI or (ii) filing his or her initial Deferral
Election in accordance with Article IV. If an Eligible Employee has not satisfied the
applicable enrollment requirements of Section 3.1 within thirty (30) days of his Commencement
Date (or such earlier date as specified by the Committee), such Eligible Employee must wait to
participate in the Plan until the start of the next Plan Year following the date the Eligible
Employee satisfies such enrollment requirements.
	 
	3.2	 	Duration. A Participant shall be eligible to defer Compensation and receive
allocations of Company Contributions, subject to the terms of the Plan, for as long as such
Participant is an Eligible Employee. A Participant’s entitlement to defer Compensation and
receive allocations of Company Contributions shall cease with respect to the calendar year
following the calendar year in which he ceases to be an Eligible Employee, although such
individual shall continue to be subject to all of the terms and conditions of the Plan for as
long as he remains a Participant. On and after a Separation from Service, a Participant shall
remain a Participant as long as his or her Account Balance is greater than zero and during
such time may continue to make investment allocation elections as provided in Section 7.2. An
individual shall cease being a Participant in the Plan when all benefits under the Plan to
which he or she is entitled have been paid.
	 
	3.3	 	Revocation of Future Participation. Notwithstanding the provisions of Section 3.2,
the Committee may, in its sole discretion, revoke a Participant’s eligibility to make future
Deferrals under this Plan effective as of the Plan Year commencing after such revocation.
Such revocation will not affect in any manner a Participant’s Account Balance or other terms
of this Plan.





Article IV

Deferral Elections





	4.1	 	Deferral Elections, Generally.






	 	(a)	 	An Eligible Employee shall submit a Deferral Election during the enrollment
periods established by the Committee and in the manner specified by the








 









 






	 	 	 	Committee, but in any event, in accordance with Section 4.2. A Deferral Election
that is not timely filed with respect to a service period or component of
Compensation shall be considered void and shall have no effect with respect to such
service period or Compensation.
	 
	 	(b)	 	Each Deferral Election will specify the amount of Deferrals and the allocation
of Deferrals to the Participant’s Accounts. A Participant may specify in his or her
initial Deferral Election the Payment Schedule for the Retirement/Termination Account.
A Participant may specify in the Deferral Election that establishes a Specified Date
Account the Payment Schedule for such Account in the manner set forth in Section 4.4.
If the Payment Schedule is not specified in a Deferral Election as provided in the
preceding sentence, the form of payment shall be the form specified in Section 2.28.
If the Deferral Election does not specify the allocation of the deferrals among the
Participant’s Retirement/Termination Account and the Specified Date Account(s), the
Deferrals shall be credited to the Participant’s Retirement/Termination Account.
	 
	 	(c)	 	Each Participant shall file a Beneficiary Designation Form with the Committee
at the time the Participant files an initial Deferral Election. A Participant’s
Beneficiary Designation Form may be changed at any time prior to his death by the
execution and delivery of a new Beneficiary Designation Form. The Beneficiary
Designation Form on file with the Company that bears the latest date at the time of the
Participant’s death shall govern. If a Participant fails to properly designate a
Beneficiary in accordance with this Section 4.1(c), then his Beneficiary shall be based
on the beneficiary designation in effect for such Participant under the Company’s group
term life insurance plan, or if none, his estate.






	4.2	 	Timing Requirements for Deferral Elections.






	 	(a)	 	First Year of Eligibility. Except as provided in Section 4.2(c) or (d), upon
notification of his or her eligible status under Section 3.1, and subject to this
paragraph (a), an Eligible Employee has up to thirty (30) calendar days from his
Commencement Date to submit a Deferral Election with respect to Compensation earned
during such year. The Deferral Election described in this paragraph becomes
irrevocable on the close of business on such 30th day. An Eligible Employee
may file a Deferral Election under this Section 4.2(a) only if he or she (i) does not
participate in any other “account balance plan” as defined in Code Section 409A
maintained by the Company or an Affiliate, and (ii) his or her Commencement Date occurs
after the first day of a Plan Year but prior to November 1 of such Plan Year.
	 
	 	 	 	A Deferral Election filed under this Section 4.2(a) applies to:






	 	(i)	 	Base salary earned during such Plan Year beginning with the
with the first payroll period that begins as soon as administratively
practicable after the date that the Deferral Election becomes irrevocable.








 









 






	 	(ii)	 	Unless otherwise provided in Section 4.2(c), the portion of the
annual bonus, if any, earned under the Windstream Corporation Performance
Incentive Compensation Plan or its successor for such Plan Year equal to the
total amount of the annual bonus earned during such period multiplied by a
fraction, the numerator of which is the number of calendar days beginning on
the day immediately after the date that the Deferral Election becomes
irrevocable and ending on the last day of the Plan Year, and the denominator of
which is the total number of calendar days in the performance period.
	 
	 	(iii)	 	The portion of the quarterly bonuses, if any, earned under the
Windstream Corporation Executive Incentive Compensation Plan or its successor
beginning with the first calendar quarter that commences as soon as
administratively practicable after the date that the Deferral Election becomes
irrevocable.
	 
	 	(iv)	 	With respect to other Compensation not described in (i) through
(iii) above, the Deferral Election shall only apply to Compensation earned
after the date that the Deferral Election becomes irrevocable in accordance
with procedures adopted by the Committee.






	 	(b)	 	Prior Year Deferrals. Except as provided in Section 4.2(a), (c), and (d),
Participants may defer Compensation by filing a Deferral Election no later than
December 31 of the Plan Year prior to the Plan Year in which such Compensation is
earned (or such earlier date as specified by the Committee from time to time). A
Deferral Election described in this paragraph shall become irrevocable with respect to
such Compensation as of such December 31 (or such earlier date as specified by the
Committee from time to time).
	 
	 	(c)	 	Performance-Based Compensation. To the extent permitted by the Committee, a
Deferral Election may be filed with respect to Performance-Based Compensation, provided
that:






	 	(i)	 	the Participant performs services continuously from a date no
later than the date upon which the performance criteria for such
Performance-Based Compensation are established and through a date no earlier
than the date upon which the Participant submits a Deferral Election;
	 
	 	(ii)	 	the Deferral Election is submitted no later than (and shall
become irrevocable as of) the date that is six (6) months before the end of the
performance period during which such Performance-Based Compensation is earned
(or such earlier date as specified by the Committee from time to time); and
	 
	 	(iii)	 	in no event may an election to defer Performance-Based
Compensation be made after such Performance-Based Compensation has become both
substantially certain to be paid and readily ascertainable.






	 	(d)	 	Deferral Election With Respect to Certain Forfeitable Rights. With respect to
a legally binding right to a payment in a subsequent Plan Year that is subject to a








 









 






	 	 	 	forfeiture condition requiring the Participant’s continued services for a period of
at least twelve (12) months from the date the Participant obtains the legally
binding right, the Committee may, in its sole discretion, permit an election to
defer such Compensation to be made on or before the 30th day after the
Participant obtains the legally binding right to the Compensation, provided that the
election is made at least twelve (12) months in advance of the earliest date at
which the forfeiture condition could lapse. The Deferral Election described in this
paragraph becomes irrevocable on the close of business of such 30th day.






	4.3	 	“Evergreen” Deferral Elections. The Committee, in its sole discretion, may provide
in the Deferral Election that such Deferral Election will continue in effect for each
subsequent Plan Year or performance period. Such “evergreen” Deferral Elections will become
effective with respect to an item of Compensation on the date such election becomes
irrevocable under Section 4.2. An evergreen Deferral Election may be terminated or modified
prospectively with respect to Compensation for which such election remains revocable under
Section 4.2. A Participant whose Deferral Election is suspended due to an Unforeseeable
Emergency will be required to file a new Deferral Election under this Article IV in order to
continue making Deferrals under the Plan.
	 
	4.4	 	Specified Date Elections. A Participant’s Deferral Election may establish a
Specified Date Account by specifying the Payment Schedule for Deferrals and Earnings credited
to such Account.






	 	(a)	 	Allocation of Deferrals. A Deferral Election may allocate Deferrals to one or
more Specified Date Accounts. The Committee may, in its sole discretion, establish a
minimum deferral period. Unless otherwise provided by the Committee, the minimum
deferral period shall be two (2) years following the year the Compensation subject to
the Deferral Election is earned.
	 
	 	(b)	 	Effect of Earlier Separation from Service, Death, Disability. In the event of
a Separation from Service, death, or Disability, the unpaid balance of a Specified Date
Account will be paid in accordance with the Payment Schedule for the earlier event.






	4.5	 	Deductions from Pay. The Committee has the authority to determine the payroll
practices under which any component of Compensation subject to a Deferral Election will be
deducted from a Participant’s Compensation.





Article V

Modifications to Payment Schedules





	5.1	 	Participant’s Right to Modify. Subject to Section 5.2, a Participant may modify the
Payment Schedule with respect to an Account, provided such modification complies with the
requirements of Sections 5.1 and 5.2 (a “Subsequent Payment Election”).






	 	(a)	 	In General. The Subsequent Payment Election may not take effect until at least
twelve (12) months after the date on which it is accepted by the Committee. The








 









 






	 	 	 	Subsequent Payment Election most recently accepted by the Committee and that
satisfies the requirements of this Section 5.1 shall govern the payout of the
specified Accounts notwithstanding any prior Payment Schedule to the contrary.
	 
	 	(b)	 	Retirement/Termination Account. A Participant may make a one-time election to
change the form of payment of his Retirement/Termination Account to a form otherwise
permitted under the Plan. If such a Subsequent Payment Election is accepted by the
Committee, then except in the event of the death, Disability or Unforeseeable Emergency
of the Participant, the payment of such Retirement/Termination Account will be delayed
until the fifth (5th) anniversary of the date that the Retirement/Termination Account
would otherwise have been paid under the Plan if such Subsequent Payment Election had
not been made (or, in the case of installment payments, which are treated as a single
payment for purposes of this Section 5.1, on the fifth (5th) anniversary of the date
the first installment payment was scheduled to be made).
	 
	 	(c)	 	Specified Date Account. A Participant may make one or more elections to delay
the payment date or change the form of payment of one or more Specified Date Account(s)
to a time or form permitted under the Plan. Such Subsequent Payment Election must be
filed with the Committee at least twelve (12) months prior to the previously scheduled
payment date (or, in the case of installment payments, at least twelve (12) months from
the date the first installment payment was scheduled to be made). On such Subsequent
Payment Election, the Participant must delay the payment date for a period of at least
five (5) years after the previously scheduled payment date (or, in the case of
installment payments, at least five (5) years from the date the first installment
payment was scheduled to be made).
	 
	 	(d)	 	Acceleration Prohibited. The Committee shall disregard any Subsequent Payment
Election by a Participant to the extent such election would result in an acceleration
of the time or schedule of any payment or amount scheduled to be paid under the Plan
within the meaning of Code Section 409A.






	5.2	 	Modifications Authorized Under Notice 2005-1, Proposed Regulations, and Notice
2006-79. Notwithstanding Section 5.1 of this Plan to the contrary, during calendar years
2006 and 2007, a Participant selected by the Committee may make one or more elections to
change the payment date or the form of payment of one or more Account(s) (including, without
limitation, a Prior Plan Account) to a time or form permitted under the Plan without regard to
the requirements of Section 5.1; provided, however, that any modification
election purporting to modify an Account with a Payment Schedule commencing during the same
Plan Year as the Plan Year in which the modification is made, or which would cause the
commencement date of the Payment Schedule for an Account to be accelerated into the same Plan
Year as the Plan Year in which the modification is made, shall be null and void to the extent
such election is inconsistent with the requirements of Code Section 409A. The Committee has
the sole authority to prescribe the time and manner under which such modifications may be
made.








 









 





Article VI

Company Contributions





	6.1	 	Discretionary Company Contributions. The Company or any Affiliate may, from time to
time in its sole and absolute discretion, credit Company Contributions to any Participant in
any amount determined by the Company or an Affiliate. Such contributions will be credited to
a Participant’s Retirement/Termination Account.
	 
	6.2	 	Vesting. Company Contributions described in Section 6.1, above, and the Earnings
thereon, shall vest in accordance with the vesting schedule(s) established by the Committee at
the time that the Company Contribution is made. All Company Contributions shall become 100%
vested upon the occurrence of the earliest of: (i) the death of the Participant; or (ii) the
Disability of the Participant. The Company may, at any time, in its sole discretion, increase
a Participant’s vested interest in a Company Contribution. The portion of a Participant’s
Accounts that remains unvested upon his or her Separation from Service after the application
of the terms of this Section 6.2 shall be forfeited.





Article VII

Valuation of Account Balances; Investments





	7.1	 	Valuation. Deferrals shall be credited to appropriate Accounts on the date such
Compensation would have been paid to the Participant absent the Deferral Election. Company
Contributions shall be credited in accordance with the provisions of Article VI, as determined
by the Committee. Valuation of Accounts shall be performed under procedures approved by the
Committee.
	 
	7.2	 	Earnings Credit. Each Account will be credited with Earnings on each Business Day,
based upon the Participant’s investment allocation among a menu of investment options selected
in advance by the Committee, in accordance with the provisions of this Section 7.2
(“investment allocation”).






	 	(a)	 	Investment Options. Investment options will consist of actual investments,
which may include stocks, bonds, mutual fund shares and other investments. Investment
options may also include a fixed interest crediting rate, as established by the
Committee. The Committee, in its sole discretion, shall be permitted to add or remove
investment options from the Plan menu from time to time provided that any such
additions or removals of investment options shall not be effective with respect to any
period prior to the effective date of such change.
	 
	 	(b)	 	Investment Allocations. A Participant’s investment allocation constitutes a
deemed, not actual, investment among the investment options comprising the investment
menu. At no time shall a Participant have any real or beneficial ownership in any
investment option included in the investment menu, nor shall the Company or any trustee
acting on its behalf have any obligation to purchase actual securities as a result of a
Participant’s investment allocation. A Participant’s investment allocation shall be
used solely for purposes of adjusting the value of a Participant’s Account Balances.








 









 






	 	 	 	A Participant’s Deferral Election shall specify the investment allocation for
Deferrals. Deferrals may be allocated among the investment options in increments
of 1%. The Participant’s investment allocation will become effective on the same
Business Day or, in the case of investment allocations received after a time
specified by the Committee, the next Business Day. The investment allocation
specified in such Deferral Election will remain in effect until the Participant
modifies the investment allocation in accordance with procedures adopted by the
Committee.
	 
	 	 	 	Participants also may re-allocate current Account Balances among the investment
options in increments of 1% by filing a new investment allocation at the time and in
the form specified by the Committee. The Participant’s investment allocation will
become effective on the same Business Day or, in the case of investment allocations
received after a time specified by the Committee, the next Business Day. The
investment allocation shall apply prospectively to the Account or Accounts
identified in the allocation.
	 
	 	(c)	 	Unallocated Deferrals and Accounts. If any portion of a Deferral or Account
Balance has not been allocated to an investment option, such portion shall be invested
in an investment option, the primary objective of which is the preservation of capital,
as determined by the Committee. 





Article VIII

Distribution and Withdrawals





	8.1	 	Separation Payments. The vested Account Balance of the Retirement/Termination
Account will be paid in accordance with the Payment Schedule in effect for such Account and
the provisions of Section 8.7.
	 
	8.2	 	Specified Date Accounts. Subject to Section 4.4(b), the vested Account Balance of
each Specified Date Account will be paid in accordance with the Payment Schedule in effect for
such Account and the provisions of Section 8.7.
	 
	8.3	 	Disability Benefit. Upon the Committee’s determination that a Participant is
Disabled, the Company shall pay all unpaid Account Balances as a Disability Benefit in
accordance with the Disability Benefit Payment Schedule and the provisions of Section 8.7.
	 
	8.4	 	Death Benefit. In the event of the Participant’s death prior to receiving all
payments from his or her Accounts, the Participant’s remaining Account Balances will be paid
to the Participant’s Beneficiaries in accordance with the Death Benefit Payment Schedule and
the provisions of Section 8.7.
	 
	8.5	 	Unforeseeable Emergency. A Participant may submit a written request to the Committee
to receive a distribution from his or her vested Account Balance(s) if the Participant









 










 






experiences an Unforeseeable Emergency. Distributions of amounts in the event of an
Unforeseeable Emergency are limited to the extent reasonably needed to satisfy the emergency
need which cannot be met from other sources. The amount of such distribution shall be
subtracted first from the vested portion of the Participant’s Retirement/Termination Account
until depleted and then from the vested Specified Date Accounts, beginning with the Specified
Date Account with the latest payment commencement date. For purposes of the preceding
sentence, any minimum deferral requirement specified in the Plan or Section 5.1 shall not
apply. Payment shall be made ten (10) calendar days following the determination by the
Committee that a hardship withdrawal will be permitted.




	8.6	 	Change in Control. To the extent permitted under Code Section 409A, a Participant
who incurs a Separation from Service within twenty four (24) months following the date of a
Change in Control shall receive payment of his or her vested Accounts in a single lump sum.






	8.7	 	Valuation and Payment. Payment amounts will be based on the valuation of the
applicable Account Balance as of the Valuation Date specified by the Committee in its sole
discretion.






Payment is treated as made upon the payment commencement date under the applicable Payment
Schedule if the payment is made on or after such date in the same calendar year or, if
later, by the 15th day of the third calendar month following the date specified
under the arrangement. If a calculation of the amount of the payment is not
administratively practical due to events beyond the control of the Participant, a
Beneficiary or the Participant’s estate, the payment will be treated as made upon the date
specified under the Payment Schedule if the payment is made during the first calendar year
in which the payment becomes administratively practicable.




	8.8	 	Installments; Declining Balance Calculation. If a Payment Schedule specifies
installment payments, annual payments will be made beginning as of the payment commencement
date for such installments and shall continue on each anniversary thereof until the number of
installment payments specified in the Payment Schedule has been paid. The amount of each
installment payment shall be determined by dividing (a) by (b):






	 	(a)	 	equals the Account Balance as of the Valuation Date and
	 
	 	(b)	 	equals the remaining number of installment payments.






	8.9	 	“De Minimis Account” Balance. In the event that a Participant’s vested Account has a
balance of less than $10,000 on the date of his Separation from Service (including upon his
death), his entire vested Account shall be paid in cash in a single lump sum on the date the
Account is otherwise payable under the Plan. Any Payment Schedule contrary to the provisions
of this Section 8.9 shall be null and void.






	8.10	 	Domestic Relations Order. Notwithstanding any benefit, Payment Schedule or other
provision of this Plan regarding the time and form of payment, the Committee may pay all or a
portion of a Participant’s Accounts to an “alternate payee” as specified under the terms of a
domestic relations order (defined in Code Section 414(p)(1)(B)). If a time or form of payment
is not specified in such order, payment will be made to such alternate













 












payee(s) in a single lump sum as soon as is administratively practical following the
Committee’s determination that the order meets the requirements of this Section 8.10.




	8.11	 	Conflicts of Interest. The Committee may permit such acceleration of the time or
schedule of a payment under the Plan as may be necessary to comply with a certificate of
divestiture (as defined in Code Section 1043(b)(2)), or which may be necessary to satisfy
requirements established pursuant to a written determination by the Office of Government
Ethics that: (1) divestiture of the financial interest or termination of the financial
arrangement is reasonably necessary to comply with any Federal conflict of interest statute,
regulation, rule or executive order (including section 208 of title 18, United States Code),
or is requested by a congressional committee as a condition of confirmation; and (2) specifies
the financial interest to be divested or terminated.






	8.12	 	Permissible Payment Delays. The Company will delay any payment to a Participant upon
the Committee’s reasonable determination of one or more of the following:






	 	(a)	 	Making such payment would violate a term of a loan agreement to which the
Company or an Affiliate is a party, or other similar contract to which the Company, or
an Affiliate, is a party, and such violation would cause material harm to the Company
or an Affiliate; provided that payment will be made at the earliest date on which the
Committee reasonably anticipates that making the payment will not cause such violation
or such violation will not cause material harm to the Company and subject to such other
requirements as are specified under Code Section 409A; or
	 
	 	(b)	 	Making such payment would violate federal securities laws or other applicable
law; provided that payment will be made at the earliest date which the Committee
anticipates that the making of the payment will not cause such violation, and subject
to such other requirements as are specified under Code Section 409A.





Article IX

Administration





	9.1	 	Plan Administration. The Company, through the Committee, shall be responsible for the
general administration of the Plan and for carrying out the provisions hereof. The Committee
shall have the full power, discretion and authority to carry out the provisions of the Plan,
including the authority to (a) resolve all questions relating to eligibility for participation
in the Plan and the amount in the Account of any Participant and all questions pertaining to
claims for benefits and procedures for claim review, (b) resolve all other questions arising
under the Plan, including any factual questions and questions of construction, and (c) take
such further action as the Company shall deem advisable in the administration of the Plan.
The actions taken and the decisions made by the Committee hereunder shall be final,
conclusive, and binding on all persons, including the Company, its shareholders, Affiliates,
employees, Participants, and their estates and Beneficiaries.













 












	9.2	 	Withholding. To the extent permitted under Code Section 409A, and to the extent
required by the law in effect at the time payments are made, the Company and its Affiliates
may withhold or cause to be withheld from any amounts deferred or payable under the Plan all
federal, state, local and other taxes as shall be legally required. The Company and its
Affiliates shall have the right in their sole discretion to (i) require a Participant to pay
or provide for payment of the amount of any taxes that the Company or its Affiliates may be
required to withhold with respect to interest or other amounts that the Company credits to a
Participant’s Account or (ii) deduct from any amount of salary, bonus or other payment
otherwise payable in cash to the Participant the amount of any taxes that the Company may be
required to withhold with respect to interest or other amounts that the Company credits to a
Participant’s Account.






	9.3	 	Indemnification. The Company shall indemnify and hold harmless each employee,
officer, director, agent or organization, to whom or to which it delegated duties,
responsibilities, and authority under the Plan or otherwise with respect to administration of
the Plan, including, without limitation, the Committee and the Committee’s agents, against all
claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed
upon him or it (including but not limited to reasonable attorney fees) which arise as a result
of his or its actions or failure to act in connection with the operation and administration of
the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine,
penalty, or expense is not paid for by insurance purchased or paid for by the Company.
Notwithstanding the foregoing, the Company shall not indemnify any person or organization if
his or its actions or failure to act are due to gross negligence or willful misconduct or for
any such amount incurred through any settlement or compromise of any action unless the Company
consents in writing to such settlement or compromise.






	9.4	 	Delegation of Authority. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with legal counsel who shall be legal counsel to the
Company.





Article X

Amendment and Termination





	10.1	 	Amendment and Termination. The Company may at any time and from time to time amend
the Plan or may terminate the Plan as provided in this Section 10.1.






	 	(a)	 	Amendments. The Company reserves the right to amend, terminate or freeze the
Plan, in whole or in part, at any time by action taken by its Board of Directors or its
designee. The Committee may amend the Plan at any time in its sole discretion to
ensure that the Plan complies with the requirements of Code Section 409A or other
applicable law. In no event shall any such action by the Board of Directors of the
Company or Committee reduce the amounts that have been credited to the Account(s) of
any Participant prior to the date such action is taken without the consent of the
Participant or Beneficiary, unless the Board of Directors of the Company or the
Committee, as the case may be, determines in good faith that such action is necessary
to ensure compliance with Code Section 409A or other applicable law.













 














	 	(b)	 	Termination. In the event that the Plan is terminated, a Participant’s vested
Account Balance shall be distributed to the Participant or his Beneficiary on the dates
on which the Participant or his Beneficiary would otherwise receive benefits hereunder
without regard to the termination of the Plan. Notwithstanding the preceding sentence,
and to the extent permitted under Code Section 409A, the Company, by action taken by
its Board of Directors or its designee, may terminate the Plan and pay Participants and
Beneficiaries their Account Balances in a single lump sum at any time under the
following conditions:






	 	(1)	 	Company’s Discretion. The Company may terminate the
Plan in its discretion, provided that (i) all arrangements sponsored by the
Company that would be aggregated with any terminated arrangement under Code
Section 409A if the same Participant participated in all of the arrangements,
are terminated; (ii) no payments other than payments that would be payable
under the terms of the arrangements if the termination had not occurred are
made within twelve (12) months of the termination of the arrangements; (iii)
all payments are made within twenty-four (24) months of the termination of the
arrangements; and (iv) the Company or its Affiliates do not adopt a new
arrangement that would be aggregated with any terminated arrangement under Code
Section 409A if the same Participant participated in both arrangements, at any
time within five (5) years following the date of termination of the
arrangement.
	 
	 	(2)	 	Change in Control. The Company may terminate the Plan
within the thirty (30) calendar days preceding or the twelve (12) months
following a Change in Control. The Plan is considered terminated under this
paragraph only if all substantially similar arrangements are terminated, and
all participants under such arrangements are required to receive all amounts of
compensation deferred under the terminated arrangements within twelve (12)
months of the termination of such arrangements.
	 
	 	(3)	 	Dissolution; Bankruptcy Court Order. The Company may
terminate the Plan within 12 months of a corporate dissolution taxed under Code
Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C.
Section 503(b)(1)(A), provided that the vested Account Balances are included in
Participants’ gross incomes in the latest of (i) the calendar year in which the
Plan terminates; (ii) the calendar year in which the amount is no longer
subject to a substantial risk of forfeiture, or (iii) the first calendar year
in which the payment is administratively practicable.






	10.2	 	Accounts Taxable Under Code Section 409A.






	 	(a)	 	It is intended that the Plan comply with the provisions of Code Section 409A,
so as to prevent the inclusion in gross income of any amounts deferred hereunder in a
taxable year that is prior to the taxable year or years in which such amounts would
otherwise actually be distributed or made available to Participants or Beneficiaries.
This Plan shall be construed, administered, and governed in a













 












manner that effects such intent, and the Committee shall not take any action that
would be inconsistent with such intent. Any provisions that would cause any amount
deferred or payable under the Plan to be includible in the gross income of any
Participant or Beneficiary or subject to interest or penalties under Code Section
409A(a)(1) shall have no force and effect unless and until amended to cause such
amount to not be so includible (which amendment may be retroactive to the extent
permitted by Code Section 409A). Although the Committee shall use its best efforts
to avoid the imposition of taxation, interest and penalties under Code Section 409A,
the tax treatment of deferrals under this Plan is not warranted or guaranteed.
Neither the Company, its Affiliates, directors, officers, nor the Committee shall be
held liable for any taxes, interest, penalties or other monetary amounts owed by any
Participant, Beneficiary or other taxpayer as a result of the Plan.




	 	(b)	 	If, after application of the preceding sentence, the Committee determines that
the Plan fails to meet the requirements of Code Section 409A, the Company will pay all
Accounts to Participants or their Beneficiaries in a single lump sum as provided
herein. The amount of the payment shall not exceed the lesser of (i) the Participant’s
Account Balance or (ii) an amount equal to the amount of income included in the
Participant’s taxable income as a result of such violation, plus an additional amount,
to the extent permissible under Treasury Department regulations, for penalties under
Code Section 409A, other taxes and interest or other costs. Payment under this Section
10.2, including the amount of any taxes, penalties, interest or other costs, shall be
applied against the Participant’s Accounts and shall constitute fulfillment of the
Company’s payment obligation to such Participant under the Plan to the extent of any
such payments.





Article XI

Informal Funding



The obligation of the Company and the Affiliates under the Plan to make payment of amounts
reflected in an Account merely constitutes the unsecured promise of the Company and the Affiliates
to make payments from their general assets and no Participant or Beneficiary shall have any
interest in, or a lien or prior claim upon, any property of the Company or any Affiliate. It is
the intention of the Company and the Affiliates that the Plan be unfunded for tax purposes and for
purposes of Title I of ERISA. The Company may create a trust to hold funds to be used in payment
of its and the Affiliates’ obligations under the Plan, and may fund such trust; provided,
however, that any funds contained therein shall remain liable for the claims of the
Company’s and any Affiliate’s general creditors.




Article XII

Claims





	12.1	 	Claim for Benefits. Any person who thinks that he is entitled to receive a benefit
under the Plan shall make application in writing on the form and in the manner prescribed by













 












the Committee. If any claim for benefits filed by any person under the Plan (the
“Claimant”) is denied in whole or in part, the Committee shall issue a written notice of
such adverse benefit determination to the Claimant. The notice shall be issued to the
Claimant within a reasonable period of time but in no event later than ninety (90) calendar
days from the date the claim for benefits was filed. The notice issued by the Committee
shall be written in a manner calculated to be understood by the Claimant, and shall include
the following:




	 	(a)	 	the specific reason or reasons for any adverse benefit determination;
	 
	 	(b)	 	the specific Plan provisions on which any adverse benefit determination is
based;
	 
	 	(c)	 	a description of any further material or information which is necessary for the
Claimant to perfect his claim and an explanation of why the material or information is
needed; and
	 
	 	(d)	 	an explanation of the Plan’s claim review procedure and time limits applicable
to the Plan’s claim review procedures, including a statement of the Claimant’s right to
bring a civil action under Section 502(a) of ERISA following an adverse benefit
determination on review.






The Committee shall comply with the additional requirements prescribed by Department of
Labor Reg. 2560.503-1 for claims regarding the determination of disability.




	12.2	 	Review. If the Committee denies a claim for benefits in whole or in part, or the
claim is otherwise deemed to have been denied, the Claimant or his duly authorized
representative may submit to the Committee a written request for review of the claim denial
within sixty (60) calendar days of the receipt of the notice of adverse benefit determination,
which request shall contain the following information:






	 	(a)	 	the date on which the Claimant’s request was filed with the Committee;
provided, however, that the date on which the Claimant’s request for review was in fact
filed with the Committee shall control in the event that the date of the actual filing
is later than the date stated by the Claimant pursuant to this paragraph (a);
	 
	 	(b)	 	the specific portions of the adverse benefit determination which the Claimant
requests the Committee to review;
	 
	 	(c)	 	a statement by the Claimant setting forth the basis upon which he believes the
Committee should reverse the previous adverse benefit determination and accept his
claim as made; and
	 
	 	(d)	 	any written material (offered as exhibits) which the Claimant desires the
Committee to examine in its consideration of his position as stated pursuant to
paragraph (c).






The Claimant or his duly authorized representative may:




	 	(a)	 	submit written comments, documents, records and other information relating to
the claim for benefits, and













 






	 	(b)	 	review pertinent documents, including, upon request in the manner and form
prescribed by the Committee and free of charge, be provided reasonable access to, and
copies of, all documents, records, and other information relevant to the Claimant’s
claim for benefits.






The review by the Committee shall take into account all comments, documents, records, and
other information submitted by the Claimant relating to the claim, without regard to whether
such information was submitted or considered in the initial benefit determination. The
Committee shall furnish a written decision on review not later than sixty (60) calendar days
after receipt of the written request for review of the adverse benefit determination, unless
special circumstances require an extension of the time for processing the appeal. If an
extension of time for review is required because of special circumstances, written notice of
the extension shall be furnished to the Claimant prior to the commencement of the extension,
and the Committee shall furnish a written decision on review not later than one hundred and
twenty (120) calendar days after receipt of the written request for review of the adverse
benefit determination. The decision on review shall be in writing, shall be written in a
manner calculated to be understood by the Claimant, and, in the case of an adverse benefit
determination on review, shall include (i) specific reasons for the adverse benefit
determination, (ii) references to the specific Plan provisions on which the decision is
based, (iii) a statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other information
relevant to the Claimant’s claim for benefits, (iv) a statement that there is no voluntary
appeal procedure offered by the Plan, and (v) a statement of the Claimant’s right to bring a
civil action under Section 502(a) of ERISA following an adverse benefit determination on
review.




The Committee shall comply with the additional requirements prescribed by Department of
Labor Reg. 2560.503-1 for review of claims regarding the determination of disability.




	12.3	 	Exhaustion of Remedies. No action for benefits under the Plan shall be brought unless
and until the aggrieved person has (a) submitted a written claim for benefits in accordance with
this Article XII within twelve (12) months of the date the first payment would have been due the
aggrieved person under the Plan, (b) been notified by the Committee that the claim has been denied,
filed a written request for a review of the claim in accordance with this Article XII, (c) been
notified in writing of an adverse benefit determination on review, and (d) filed the action within
three (3) years of the date the first payment (or amount, as applicable) would have been due the
aggrieved person under the Plan.








Article XIII

General Conditions





	13.1	 	Anti-assignment Rule. Except as permitted by the Plan, no right or interest under
the Plan of any Participant or Beneficiary shall, without the written consent of the Company,
be (i) assignable or transferable in any manner, (ii) subject to alienation, anticipation,
sale, pledge, encumbrance, attachment, garnishment or other legal process or (iii) in any
manner liable for or subject to the debts or liabilities of the Participant or Beneficiary.
Notwithstanding the foregoing, to the extent permitted by Code Section 409A and subject to
Section 8.10 hereof, the Committee shall honor a judgment, order or decree from a state
domestic relations court which requires the payment of part or all of a Participant’s













 












or Beneficiary’s interest under this Plan to an “alternate payee” as defined in Code Section
414(p).




	13.2	 	Claims of Other Persons. The provisions of the Plan shall in no event be construed
as giving any other person, firm or corporation any legal or equitable right as against the
Company or any Affiliate or the officers, employees or directors of the Company or any
Affiliate, except any such rights as are specifically provided for in the Plan or are
hereafter created in accordance with the terms and provisions of the Plan.






	13.3	 	Participation by Employees of Affiliates. Any Affiliate may, by action of its board
of directors or equivalent governing body and with the consent of the Company’s Board of
Directors, adopt the Plan; provided that the Company’s Board of Directors may waive the
requirement that such board of directors or equivalent governing body effect such adoption.
By its adoption of or participation in the Plan, an Affiliate shall be deemed to appoint the
Company its exclusive agent to exercise on its behalf all of the power and authority conferred
by the Plan upon the Company and accept the delegation to the Committee of all the power and
authority conferred upon it by the Plan. The authority of the Company to act as such agent
shall continue until the Plan is terminated as to the participating Affiliate. An Eligible
Employee who is employed by an Affiliate and who elects to participate in the Plan shall
participate on the same basis as an Eligible Employee of the Company. The Account of a
Participant employed by an Affiliate shall be paid in accordance with the Plan solely by such
Affiliate to the extent attributable to Compensation that would have been paid by such
Affiliate in the absence of deferral pursuant to the Plan, unless the Company’s Board of
Directors otherwise determines that the Company shall be the obligor.






	13.4	 	No Employment Contract. Nothing contained in this Plan shall confer upon a
Participant any right with respect to continuance of employment by the Company and its
Affiliates, nor limit or affect in any manner the right of the Company and its Affiliates to
terminate the employment or adjust the compensation of the Participant.






	13.5	 	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.






	13.6	 	Relationship to Other Plans. The Plan is intended to serve the purposes of and to be
consistent with any incentive compensation plan approved by the Committee for purposes of the
Plan.






	13.7	 	Notice. Any notice or filing required or permitted to be delivered to the Committee
under this Plan shall be delivered in writing, in person, or through such electronic means as
is established by the Committee. Notice shall be deemed given as of the date of delivery or,













 












if delivery is made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Written transmission shall be sent by certified mail to:



Windstream Corporation

Attn: Senior Vice President of Human Resources

4001 Rodney Parham Road

Little Rock, Arkansas 72212





Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing or hand-delivered, or sent by mail to the last known
address of the Participant.




	13.8	 	Headings. The headings of Sections are included solely for convenience of reference,
and if there is any conflict between such headings and the text of this Plan, the text shall
control.






	13.9	 	Invalid or Unenforceable Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof and the Committee may elect in its sole discretion to construe such invalid
or unenforceable provisions in a manner that conforms to applicable law or as if such
provisions, to the extent invalid or unenforceable, had not been included.






	13.10	 	Governing Law. To the extent not preempted by federal law, the laws of the State of
Delaware shall govern the construction and administration of the Plan.






	13.11	 	Electronic or Other Media. Notwithstanding any other provision of the Plan to the
contrary, including any provision that requires the use of a written instrument, the Committee
may establish procedures for the use of electronic or other media in communications and
transactions between the Plan or the Committee and Participants and Beneficiaries. Electronic
or other media may include, but are not limited to, e-mail, the Internet, intranet systems and
automated telephonic response systems.






	13.12	 	Participants Deemed to Accept Plan. By accepting any benefit under the Plan, each
Participant and each person claiming under or through any such Participant shall be
conclusively deemed to have indicated his acceptance and ratification of, and consent to, all
of the terms and conditions of the Plan and any action taken under the Plan by the Board of
Directors of the Company, the Committee or the Company or its Affiliates, in any case in
accordance with the terms and conditions of the Plan.





Article XIV

Prior Plans and Benefit Restoration Plan





	14.1	 	Establishment of Prior Plan Accounts; Transfer of Balances From Prior Plans. The
Company will establish and maintain a Prior Plan Account in the name of each Participant who,
as of the day immediately prior to the Effective Date, had an outstanding













 












account balance under a Prior Plan. Each Participant’s outstanding account balances under
the Prior Plans (as adjusted for earnings through December 31, 2006) will be transferred and
credited to the Participant’s Prior Plan Account as of the Effective Date and, as a result
of such transfer and crediting, all of the Company’s obligations and Participant’s rights
under each Prior Plan shall automatically be extinguished and become obligations and rights
under this Plan without further action. Notwithstanding any provision of the Prior Plans to
the contrary, and the provision of this Plan will govern and control the payment and deemed
investment of all Prior Plan Accounts, and a Participant’s rights with respect to any such
Prior Plan Accounts will be determined exclusively under this Plan, as modified by
paragraphs (a), (b), (c) and (d) below:




	 	(a)	 	Each Prior Plan Account shall be treated as a single Specified Date Account for
all purposes of the Plan; provided, however, that with respect to
Participants who are not employed by the Company and its Affiliates as of January 1,
2007 (each a “Terminated Participant”):






	 	(i)	 	Section 4.4(b) shall not apply. Instead, in the event of a
Separation from Service, death, or Disability, the unpaid balance of each Prior
Plan Account of a Terminated Participant shall continue to be paid to the
Terminated Participant (or his or her designated Beneficiary) in accordance
with the Payment Schedule in effect for such account.
	 
	 	(ii)	 	Section 8.6 shall not apply. Instead, the unpaid balance of
each Prior Plan Account of a Terminated Participant shall be distributed in a
single lump sum within ten (10) calendar days following a Change in Control.






	 	(b)	 	Notwithstanding anything contained herein to the contrary, including without
limitation Section 4.1(c) and Article VIII, the amounts credited to the Prior Plan
Account hereunder shall remain subject to the same distribution elections and
beneficiary designations (which are attached hereto as Exhibit B) that were
controlling under the Prior Plans immediately prior to the Effective Date until a new
election is made in accordance with the terms of this Plan that by its terms supersedes
the prior election; provided, however, that a Participant who was not
employed by the Company or its Affiliates as of January 1, 2007 shall not be entitled
to change his or her distribution election under this Plan (unless otherwise provided
by the Committee) with respect to such amounts.
	 
	 	(c)	 	Notwithstanding anything contained herein to the contrary, including without
limitation Article VII, each Prior Plan Account shall be comprised of the following
three deemed investment funds:






	 	(i)	 	1993 Plan Fund. As of January 1, 2007, each Participant
designated on Exhibit C shall have credited to his 1993 Plan Fund the
amounts transferred on his or her behalf from his or her account under the
prior Windstream Executive Deferred Compensation Plan. Notwithstanding
anything contained in this Plan to the contrary, including without limitation
Article VII, amounts credited to the 1993 Plan Fund are credited as cash and
are adjusted as follows: As of the close of business on each December 31st
occurring after December 31, 2006 and prior to the full













 












payment thereof, the then current balance (if any) of a Participant’s 1993
Plan Fund shall be credited with an amount equal to the product of: (a) the
balance of the Participant’s 1993 Plan Fund as of the close of business on
that December 31st; and (b) 5.00%. As of the time at which payment of an
amount from a Participant’s 1993 Plan Fund occurs, there shall be added to
the amount paid an amount equal to the product of: (a) the amount to be paid
from the 1993 Plan Fund (determined without regard to this sentence); (b)
5.00%; and (c) a fraction, the numerator of which is the number of calendar
days elapsed subsequent to the immediately preceding December 31st and prior
to the date that payment is to occur, and the denominator of which is 365.




	 	(ii)	 	1998 Plan Fund. As of January 1, 2007, each Participant
designated on Exhibit D shall have credited to his 1998 Plan Fund the
amounts transferred on his or her behalf from his or her account under the
prior Windstream Executive Deferred Compensation Plan and/or the prior
Windstream Management Deferred Compensation Plan, as the case may be.
Notwithstanding anything contained in this Plan to the contrary, including
without limitation Article VII, amounts credited to the 1998 Plan Fund are
credited as cash and are adjusted as follows: As of the close of business on
each December 31st occurring after December 31, 2006 and prior to the full
payment thereof, the then current balance (if any) of a Participant’s 1998 Plan
Fund shall be credited with an amount equal to the product of: (a) the balance
of the Participant’s 1998 Plan Fund as of the close of business on that
December 31st; and (b) a percentage equal to the “Prime Rate” as published in
the first issue (in which the “Prime Rate” is published) of the Wall Street
Journal for the immediately succeeding Plan Year, plus two hundred (200) basis
points (the “Interest Rate”). As of the close of business on the day
immediately preceding the date as of which payment of a 1998 Plan Fund occurs,
the 1998 Plan Fund shall be credited with an amount equal to the product of:
(a) the balance of the 1998 Plan Fund as of the close of business on that day;
(b) the Interest Rate for the year during which the payment occurs; and (c) a
fraction, the numerator of which is the number of calendar days that have
elapsed subsequent to the immediately preceding December 31st through (and
including) the date that payment occurs, and the denominator of which is 365.
For purposes of the immediately preceding sentence, payment shall be deemed to
occur as of the date on which payment is transmitted to the payee in accordance
with the terms of the Plan. If the Interest Rate is no longer published, or
the basis on which the Interest Rate is changed significantly as determined by
the Committee in its sole and absolute discretion, the Committee shall timely,
in its sole and absolute discretion but in good faith, determine by written
action a substitute interest rate reasonably comparable to the Interest Rate,
which prospectively shall be used as the “Interest Rate” for purposes of the
Plan. If any substitute interest rate is no longer published, or the basis on
which the substitute interest rate is changed significantly as determined by
the Committee in its sole and absolute discretion, the Committee shall timely,
in its sole and absolute discretion but in good faith, determine by written
action another substitute interest rate













 












reasonably comparable to the substitute interest rate, which prospectively
shall be used as the “Interest Rate” for the purposes of this Section
14.1(b).




	 	(iii)	 	Alltel Phantom Stock Fund. As of January 1, 2007, each
Participant designated on Exhibit E shall have credited to his Alltel
Phantom Stock Fund the amounts transferred on his or her behalf from his or her
account under the prior Windstream Executive Deferred Compensation Plan.
Notwithstanding anything contained in this Plan to the contrary, including
without limitation Article VII, amounts credited to the Alltel Phantom Stock
Fund are credited as cash and are adjusted as follows:






	 	(A)	 	As of the close of business on December 31 of
each year, and prior to the date specified in Section 14.1(c)(iii)(B),
the Participant’s Deferred Compensation Account for the Plan Year shall
be credited with earnings in an amount, if any, equal to the greater of
(1) or (2) below:






	 	(1)	 	The balance of the Alltel Phantom
Stock Fund as of the close of business on the immediately
preceding December 31 after the crediting required by this
Section 14.1(c)(iii)(A), if any, multiplied by a percentage
determined by dividing the cash dividends paid during the
current Plan Year (the Plan Year for which the crediting, if
any, is to be made) on one share of Alltel Corporation common
stock by the book value of each share of Alltel Corporation
common stock as of the end of the Plan Year as reflected in its
published consolidated financial statements and as computed in
accordance with Exhibit E-2 attached hereto (“Book Value”) for
the Plan Year immediately preceding such current Plan Year; or
	 
	 	(2)	 	The balance of the Deferred
Compensation account as of the close of business on the
immediately preceding December 31 after the crediting required
by this Section 14.1(c)(iii)(A), if any, multiplied by a
percentage equal to the sum of (x) and (y) below:






	 	(x)	 	the percentage
increase (if any) in the closing sales price of one
share of the common stock of Alltel Corporation on the
New York Stock Exchange (or such other securities
exchange on which the shares of common stock of Alltel
Corporation are traded) on the last trading day of
Alltel Corporation’s fiscal year (the “Market Value”)
from the Plan Year immediately preceding the current
Plan Year (the Plan Year for which the crediting, if
any, is to be made) to the current Plan Year, except
that, if the Market Value for such immediately preceding
Plan













 






	 	 	 	Year is less than the Market Value used in
calculating earnings for any preceding Plan Year,
then the foregoing percentage increase shall instead
be the percentage increase (if any) in the Market
Value from the prior highest market value used in
calculating earnings to the Market Value for the
current Plan Year; and






	 	(y)	 	a percentage
determined by dividing the cash dividends paid during
the current Plan Year (the Plan Year for which the
crediting, if any, is to be made) on one share of Alltel
Corporation common stock by the Market Value for the
Plan Year immediately preceding the current Plan Year.






The Company’s Board of Directors may make or provide for such
adjustments in the cash dividends, Market Value and Book Value and in
the kind of shares upon which the Alltel Phantom Stock Fund is based,
as the Board of Directors, in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result
from (a) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the
Alltel Corporation, or (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete
liquidation or other distribution of assets (including, without
limitation, a special or large non-recurring dividend), issuance of
rights or warrants to purchase securities, or (c) any other corporate
transaction or event having an effect similar to any of the
foregoing. The actions taken and the decisions made by the Company’s
Board of Directors hereunder shall be final, conclusive, and binding
on all persons, including the Company, its shareholders, Affiliates,
employees, Participants, and their estates and Beneficiaries.




	 	(B)	 	If the date of payment of a Participant’s
Alltel Phantom Stock Fund occurs on any date other than December 31,
the portion of his Alltel Phantom Stock Fund consisting of deferrals
and earnings previously credited thereon under the Alltel Corporation
Executive Deferred Compensation Plan that related to elections made by
the Participant prior to February 18, 1993 (the “Separate Portion”)
shall not be credited as provided in Section 14.1(c)(iii)(A) for the
Plan Year in which such date occurs, but instead shall be credited with
interest on the basis specified in Section 14.1(c)(iii)(C) from January
1 of the Plan Year in which such date occurs through such date (after
which the provisions of Section 14.1(c)(iii)(C) shall apply).













 






	 	(C)	 	The amount of the Participant’s Alltel Phantom Stock Fund, together
with any interest and earnings credited to the Alltel Phantom Stock
Fund in accordance with this Section 14.1(c)(iii)(C), shall be paid to
the Participant in a lump sum or in a number of approximately equal
annual installments, as provided under the terms of the Plan. The
amount of the Alltel Phantom Stock Fund remaining unpaid shall bear
interest or be credited with earnings, beginning on the date of the
termination of a Participant’s employment with the Company and/or any
Subsidiary, the date of death of a Participant or, if earlier, on the
date elected by a Participant for commencement of payments, and
continuing until the lump sum payment or the last annual installment is
made, at which time the entire remaining balance shall be paid to the
Participant. In the case of any Separate Portion, interest to be
credited thereon shall be credited at the end of each calendar quarter
or, if earlier, on the date the Separate Portion and any earnings
thereon (a “Separate Portion Balance”) is paid in full, at the rate in
effect at the beginning of each calendar quarter at Key Bank or its
successor for one year Certificates of Deposit. In the case of the
remaining portion of a Participant’s Alltel Phantom Stock Fund (the
“Remaining Portion”), earnings thereon shall be credited at the end of
each Plan Year or, if earlier, on the date the Remaining Portion and
any earnings thereon are paid in full, at the rate determined in
accordance with Section 14.1(c)(iii)(A) for the corresponding period,
except that, in the case of a final payment or installment payable as
of a date other than December 31, earnings thereon shall be credited
using the rate applicable for the Plan Year immediately preceding the
Plan Year in which the final payment or installment is payable.






	 	(d)	 	Each of the 1993 Fund and the 1998 Fund shall be closed to additional Deferrals
and to transfers from any other investment option (including transfers between the two
funds). A Participant may elect, pursuant to rules and procedures prescribed by the
Committee, to reallocate amounts deemed invested in each of the 1993 Fund and the 1998
Fund into any other open investment option, but no amount so removed from the 1993 Fund
or the 1998 Fund may be transferred back to either such fund.






	14.2	 	BRP Transferred Amounts. Each Participant’s outstanding account balances under the
Profit-Sharing Plan portion and the Thrift Plan portion of the Benefit Restoration Plan for
services through December 31, 2006 (as adjusted for earnings through December 31, 2006) (the
“BRP Transferred Amounts”) as of the day immediately prior to the Effective Date will be
transferred and credited to the Participant’s Retirement/Termination Account as of the
Effective Date and, as a result of such transfer and crediting, all of the Company’s
obligations and Participant’s rights under the Profit-Sharing Plan portion and the Thrift Plan
portion (but not the Retirement and Spousal Death Benefit Plan portion) of the Benefit
Restoration Plan shall automatically be extinguished and become obligations and rights under
this Plan without any further action. Notwithstanding any provision of the Benefit
Restoration Plan to the contrary, or any elections made by a













 












Participant under the Benefit Restoration Plan (including any distribution or investment
election), the provision of this Plan, including without limitation, the provisions of
Article VII and VIII, will govern and control the payment and deemed investment of all BRP
Transferred Amounts credited to the Participant’s Retirement/Termination Accounts as
provided in this Section 14.2, and a Participant’s rights with respect to any such BRP
Transferred Amounts will be determined exclusively under this Plan, as modified by
paragraphs (a), (b) and (c) below:




	 	(a)	 	Notwithstanding anything contained herein to the contrary, including without
limitation Section 6.2, the BRP Transferred Amounts shall be subject to the same
vesting schedule that was controlling under the Benefit Restoration Plan immediately
prior to the Effective Date.
	 
	 	(b)	 	Notwithstanding anything contained herein to the contrary, including without
limitation Section 4.1(c), the BRP Transferred Amounts shall be subject to the same
beneficiary designations that were controlling under the Benefit Restoration Plan
immediately prior to the Effective Date.
	 
	 	(c)	 	Notwithstanding anything contained herein to the contrary, including without
limitation Article V and VIII, any BRP Transferred Amounts that were in pay status
under the Benefit Restoration Plan immediately prior to the Effective Date shall remain
subject to the same distribution schedule that was controlling under the Benefit
Restoration Plan immediately prior to the Effective Date. A Participant who was in pay
status under the Benefit Restoration Plan immediately prior to the Effective Date shall
not be entitled to change his or her distribution election under this Plan unless
otherwise provided by the Committee.





     IN WITNESS WHEREOF, the undersigned executed this Plan as of the 29th day of
December, 2006 to be effective as of the Effective Date.



Windstream Corporation




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