Exhibit 4.3

COMPOSITE CONFORMED COPY

# AMENDED AND
RESTATED

# STOCKHOLDERS
AGREEMENT

# AMONG

# NUVOX, INC.

# AND

# ITS
STOCKHOLDERS

# DATED AS OF
MARCH 31, 2001

# (As amended September
20, 2001)

# TABLE OF
CONTENTS

# Page

|§1.  | DEFINITIONS                 | 1                                                               
|---- | --------------------------- | ----------------------------------------------------------------
|§2.  | CERTAIN REGISTRATION RIGHTS | 5                                                               
|§3.  | PREEMPTIVE RIGHTS           | 5                                                               
|     | 3.1                         | Anti-Dilution Provision                                         
|     | 3.2                         | Stockholders' Exercise of Right                                 
|     | 3.3                         | Company's Exercise of Right                                     
|     | 3.4                         | Compliance with Securities Purchase Agreement and Applicable Law
|§4.  | BOARD OF DIRECTORS          | 6                                                               
|     | 4.1                         | [Intentionally Omitted]                                         
|     | 4.2                         | Supermajority Voting of Directors for Certain Corporate Action  
|     | 4.3                         | Supermajority Voting of Stockholders                            
|     | 4.4                         | Proxy                                                           
|     | 4.5                         | Action by Stockholders                                          
|§5.  | TRANSFERS OF STOCK          | 9                                                               
|§6.  | AMENDMENT AND WAIVER        | 10                                                              
|§7.  | SEVERABILITY                | 11                                                              
|§8.  | ENTIRE AGREEMENT            | 11                                                              
|§9.  | SUCCESSORS AND ASSIGNS      | 11                                                              
|§10. | SECURITIES LAWS             | 11                                                              
|§11. | COUNTERPARTS                | 12                                                              
|§12. | REMEDIES                    | 12                                                              
|§13. | EMPLOYMENT                  | 12                                                              
|§14. | NOTICES                     | 12                                                              
|§15. | TERMINATION                 | 13                                                              
|§16. | GOVERNING LAW               | 13                                                              
|§17. | DESCRIPTIVE HEADINGS        | 13                                                              

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# AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT

This Amended and Restated Stockholders' Agreement dated as of March 31, 2000, as amended by
Agreement dated September 20, 2001 (this "Agreement') is among NUVOX, INC. (formerly known as Gabriel
Communications, Inc.), a Delaware corporation (the "Company"), and the stockholders of the Company that are
signatory hereto or that have executed an Instrument of Accession in the form of Schedule 1 hereto. [Note: This
document was created for informational purposes only and represents a composite conformed copy integrating the
amendment dated September 20, 2001.]

# W I T N E S S E T H:

WHEREAS,
pursuant to a Securities Purchase Agreement dated as of the date hereof (as
amended and in effect from time to time, the Series B Purchase
Agreement) among the Company and the Purchasers named therein (the
Purchasers), the Purchasers are purchasing and committing to
purchase shares of the Series B Preferred Stock (as hereinafter defined) of the
Company, as more specifically set forth on Exhibit A attached to the Series
B Purchase Agreement; and

WHEREAS,
certain parties to the Securities Purchase Agreement dated as of November 18,
1998, as amended as of December 14, 1998 (the Series A Purchase
Agreement), providing for the purchase of shares of Series A Preferred
Stock (as hereinafter defined) of the Company, and certain other stockholders of
the Company who are not also parties to the Series B Purchase Agreement desire
to amend and restate the Stockholders Agreement dated as of November 18,
1998, as amended as of December 14, 1998 and July 20, 1999;

WHEREAS,
the execution and delivery of this Agreement is a condition to the purchase by
the Purchasers of such shares of Series B Preferred Stock pursuant to the Series
B Purchase Agreement.

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

§1.   DEFINITIONS. For all purposes of this Agreement, the following terms shall have the
meanings set forth below (capitalized terms not otherwise defined herein shall have the meanings set forth in the
Series D Purchase Agreement for such terms):

Affiliate. Affiliate shall mean, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under direct or indirect common control with such Person and, in
addition, if such Person is a partnership, any limited or general partner of such partnership.

Approved Sale. Approved Sale shall have the meaning specified in Section 4.3 hereof.

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Charter. Charter shall include the articles or certificate of incorporation, statute,
constitution, joint venture or partnership agreement or articles or other organizational document of any Person
other than an individual, each as from time to time amended or modified.

Common Stock. Common Stock shall mean (a) the Common Stock, $.01 par value per share ("Common
Stock"), of the Company and (b) any shares of any other class of capital stock of the Company hereafter issued
which is (i) not preferred in the Company's Charter as to dividends or assets over any class of stock of the
Company, (ii) not subject to redemption in the Company's Charter, or (iii) issued to the holders of shares of
Common Stock upon any reclassification thereof.

Institutional Directors. Institutional Directors shall mean those directors of the Company's
Board of Directors who are not also executive officers of the Company.

Institutional Stock. Institutional Stock shall mean (a) the shares of Preferred Stock held by
the Institutional Stockholders, (b) all shares of Common Stock issued upon the conversion of such Preferred
Stock, (c) all other shares of Common Stock and Preferred Stock of the Company now owned or hereafter acquired by
any Institutional Stockholder and (d) all shares of Common Stock or Preferred Stock issued with respect to the
foregoing by way of stock dividend or stock split or in connection with any merger, consolidation,
recapitalization or other reorganization affecting the Common Stock or Preferred Stock. Institutional Stock will
continue to be Institutional Stock in the hands of any subsequent holder thereof (provided that the transfer to
such subsequent holder is permitted by this Agreement and the Securities Purchase Agreements) and each such
subsequent holder will succeed to the rights and obligations of a holder of Institutional Stock hereunder,
provided that shares of Institutional Stock will cease to be shares of Institutional Stock when transferred (i)
pursuant to a Public Sale or (ii) to the Company or any of its Subsidiaries.

Institutional Stockholders. Institutional Stockholders shall mean, initially, the Stockholders
listed on Exhibit A hereto, and thereafter any Person who becomes a party to this Agreement as an Institutional
Stockholder by executing an Instrument of Accession in connection with the transfer to such Person from any
Stockholder (provided that the transfer to such subsequent holder is permitted by this Agreement and the
Securities Purchase Agreements) or acquisition by such Person of Stock from the Company which such Instrument of
Accession states that the Person is an Institutional Stockholder; provided that a Person shall cease to be an
Institutional Stockholder at such time as such Person ceases to own Stock.

Instrument of Accession. Instrument of Accession shall mean an Instrument of Accession in the
form of Schedule 1 hereto.

Management Stockholders. Management Stockholder shall mean, initially, the Stockholders listed
on Exhibit B hereto, and thereafter any Person who becomes a party to this Agreement as a Management Stockholder
by executing an Instrument of Accession in connection with the transfer to such Person from any Stockholder
(provided that the transfer to such subsequent holder is permitted by this Agreement and the Securities Purchase
Agreements) or acquisition by such Person of Stock from the Company which such Instrument of Accession states
that such Person is a Management Stockholder; provided that a Person shall cease to be a Management Stockholder
at such time as such Person ceases to own Stock.

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Participating Stockholder. Participating Stockholder shall have the meaning specified in
Section 5(c) hereof.

Person. Person shall mean an individual, partnership, corporation, association, trust, joint
venture, unincorporated organization, or any government, governmental department or agency or political
subdivision thereof.

Preferred Stock. Preferred Stock shall mean (a) the Series A Preferred Stock, the Series A-1
Preferred Stock, and the Series B Preferred Stock and (b) any shares of any other class or series of preferred
stock of the Company hereafter issued, including any shares which are issued to the holders of shares of
Preferred Stock upon any reclassification thereof.

Public Sale. Public Sale shall mean any sale of Restricted Securities to the public pursuant
to a public offering registered under the Securities Act or to the public through a broker or market-maker
pursuant to the provisions of Rule 144 (or any successor rule) adopted under the Securities Act.

Purchasers. Purchasers shall mean the Persons identified as such on the signature pages to
this Agreement.

Requisite Investors. Requisite Investors shall have the meaning specified in Section 4.3
hereof.

Restricted Securities. Restricted Securities shall mean at any particular time all of the
Company's then outstanding shares of Stock, and all shares of Stock issuable upon exercise of outstanding options
or warrants, or conversion of outstanding securities convertible therefor which have not been sold in a Public
Sale, or which are not able to be sold in a Public Sale pursuant to the provisions of Rule 144 of the Securities
Act.

Securities Act. Securities Act shall mean the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Securities and Exchange Commission thereunder,
all as the same may be in effect at the time.

Securities Purchase Agreements. The term "Securities Purchase Agreements" shall mean the Series
A Purchase Agreement, the Series A-1 Purchase Agreement, the Series B Purchase Agreement and the Series D
Securities Purchase Agreement.

Selling Stockholder. Selling Stockholder shall have the meaning given to such term in Section
5(b) hereof.

Series A Preferred Stock. Series A Preferred Stock shall mean the Series A Convertible
Preferred Stock, $.01 par value per share, of the Company.

Series A Purchase Agreement. Series A Purchase Agreement shall have the meaning specified in
the recitals hereof.

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Series A-1 Preferred Stock. Series A-1 Preferred Stock shall mean the Series A-1 Convertible
Preferred Stock, $.01 par value per share, of the Company.

Series A-1 Purchase Agreement. Series A-1 Purchase Agreement shall mean the Securities
Purchase Agreement dated as of December 13, 1999 by and among the Company and the purchasers named therein
providing for the purchase of the Series A-1 Preferred Stock.

Series B Preferred Stock. Series B Preferred Stock shall mean the Series B Convertible
Preferred Stock, $.01 par value per share, of the Company.

Series B Purchase Agreement. Series B Purchase Agreement shall have the meaning specified in
the recitals hereof.

Series D Purchase Agreement. The term "Series D Purchase Agreement" shall mean the Securities
Purchase Agreement dated as of September 20, 2001 among the Company and the Purchasers named therein providing
for the purchase by such Purchasers of certain Units, with each Unit consisting of one share of Series D
Convertible Preferred Stock of the Company, one warrant to purchase one share of Series D Convertible Preferred
Stock of the Company at $1.50 per share and additional warrants expiring March 31, 2002 to acquire shares of
various of the series of Series E Convertible Preferred Stock at $1.00 per share ($1.75 per share for holders of
Series B Convertible Preferred Stock who subscribe for less than 125% of their pro rata portion of the offering
based on their investment in Series B Preferred Stock).

Stock. Stock shall mean all shares of Common Stock or Preferred Stock now or hereafter owned
by the Stockholders. Stock will continue to be Stock in the hands of any subsequent holder thereof (provided
that the transfer to such subsequent holder is permitted by this Agreement and the Securities Purchase
Agreements) and, except as otherwise expressly provided herein, each such subsequent holder will succeed to the
rights and obligations of a holder of Stock hereunder, provided that shares of Stock will cease to be shares of
Stock when transferred (i) pursuant to a Public Sale or (ii) to the Company or any of its Subsidiaries.

Stockholders. Stockholders shall mean, initially, the Institutional Stockholders and the
Management Stockholders of the Company, and thereafter any Person who becomes a party to this Agreement by
executing an Instrument of Accession in connection with the transfer to or acquisition by such Person of any
Stock from the Company or any Stockholder or any subsequent transferee of a Stockholder; provided that a Person
shall cease to be a Stockholder hereunder at such time as such Person ceases to own Restricted Securities.

Subsidiary. Subsidiary shall mean any Person of which the Company or other specified Person
now or hereafter shall at the time own directly or indirectly through a Subsidiary at least a majority of the
outstanding capital stock (or other shares of beneficial interest) entitled to vote generally.

Transferee. Transferee shall have the meaning given to such term in Section 5(b) hereof.

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§2.   CERTAIN REGISTRATION RIGHTS. Each of the parties to this Agreement, contemporaneously
with the execution and delivery hereof, has executed and delivered an Amended and Restated Registration Rights
Agreement which entitles the Stockholders to certain registration rights in respect of Restricted Securities as
provided therein.

§3.   PREEMPTIVE RIGHTS.

3.1   
Anti-Dilution Provision. Subject to the terms of the Securities
Purchase Agreements and except for the issuance or sale of Stock (or securities
convertible into or containing options or rights to acquire shares of Stock)
(i) pursuant to a Public Sale, (ii) upon the exercise of any outstanding
warrants or options or the conversion of any outstanding convertible securities
the issuance of which does not violate the provisions of this Section 3,
(iii) pursuant to the Equity Incentive Plan as permitted under the Securities
Purchase Agreements, (iv) in an Acquisition approved by the Board of Directors
as provided in Section 4.2 hereof and (v) pursuant to the Securities Purchase
Agreements, if, after the date hereof, the Company authorizes the issuance and
sale of any equity securities or any securities convertible into or containing
options or rights to acquire any equity securities, the Company will first offer
to sell to the Stockholders who are accredited investors as defined
under Rule 501(a) under the Securities Act an aggregate of not less than eighty
percent (80%) of such securities. Each of the Stockholders who are
accredited investors as defined under Rule 501(a) under the
Securities Act shall be entitled to purchase that portion of such securities
equal to the percentage determined by dividing (A) the sum of (1) the
number of shares of Common Stock held by such Stockholder and (2) the
number of shares of Common Stock then purchasable by, or issuable to, such
Stockholder upon the exercise of all outstanding options, warrants and other
purchase rights and the conversion or exchange of all outstanding convertible or
exchangeable securities held by such Stockholder, by (B) the sum of
(x) the number of shares of Common Stock held by all Stockholders and
(y) the number of shares of Common Stock then purchasable or issuable upon
exercise of all outstanding options, warrants and other purchase rights and the
conversion or exchange of all outstanding convertible or exchangeable securities
held by all Stockholders. In the event the parties to that certain Shareholders
Agreement dated as of August 14, 1998, as amended, do not fully exercise
any of their respective options under Section 3, 4 or 5 thereof, each of
the Stockholders who are accredited investors as defined under Rule
501(a) under the Securities Act will be entitled to purchase its applicable
percentage (calculated as aforesaid) of any shares of Common Stock not so
purchased, in the same manner and upon the same terms as provided in
Section 3 of said Shareholders Agreement, within ten (10) days after the
expiration of the option periods specified therein. Stockholders who are
accredited investors as defined under Rule 501(a) under the
Securities Act will be entitled to purchase all or part of such stock or
securities at the same price and on the same terms as such stock or securities
are to be offered to any other Person.

3.2   Stockholders' Exercise of Right.  Each  Stockholder  must exercise  such  Stockholder's
purchase  rights  hereunder  within 35 days  after  receipt  of  written  notice  from the  Company  describing  in
reasonable  detail the stock or securities  being offered,  the purchase price thereof,  the payment terms and such
Stockholder's  percentage  allotment.  If all of the stock or securities  offered to the Stockholders are not fully
subscribed by the  Stockholders,  the stock or securities  which are not so subscribed for will be reoffered to the
Stockholders  purchasing  their  full  allotment  upon the  terms  set forth in this  Section 3,  except  that such
Stockholders must exercise their purchase rights within ten (10) days after receipt of such reoffer.

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3.3   Company's  Exercise of Right.  Upon the  expiration  of the offering  periods  described
above,  the  Company  will be free to sell such stock or  securities  which the  Stockholders  have not  elected to
purchase  during  the 135 days  following  such  expiration  on  terms  and  conditions  no more  favorable  to the
purchasers  thereof  than  those  offered  to the  Stockholders.  Any stock or  securities  offered  or sold by the
Company after such 135-day period must be reoffered to the Stockholders pursuant to the terms of this Section.

3.4   Compliance  with  Securities  Purchase  Agreements and  Applicable  Law. The Company and
each Stockholder hereby  acknowledges and agrees that,  notwithstanding  anything contained in this Section 3,  the
Company  will not  issue or sell any  shares of  Common  Stock or any  securities  convertible  into or  containing
options  or rights to  acquire  any  shares  of Common  Stock  except  in  accordance  with the  provisions  of the
Securities  Purchase  Agreements,  the Securities Act and applicable state blue sky laws and except to Stockholders
and `Persons who execute Instruments of Accession in accordance with Section 5(d) hereof.

§4.   BOARD OF DIRECTORS.

4.1   [Intentionally Omitted]

4.2   Supermajority Voting of Directors for Certain Corporate Action.

(a)     The  affirmative  vote of at least a majority of the  directors  of the Company
present  at any  meeting  at which a quorum  is  present  shall be  required  to take any  action  by the  Board of
Directors  not  specifically  addressed in  subsections  (b) below.  As set forth in the by-laws of the Company,  a
quorum  shall  consist  of a majority  of the  members of the Board of  Directors  of which at least  three must be
Institutional Directors.

(b)     Until the date of the consummation of the Public Sale of the Common Stock
pursuant to which all shares of Series A Preferred Stock are automatically
converted into shares of Common Stock pursuant to the Companys Charter,
the affirmative vote of at least 66-2/3% of the directors of the Company present
at any meeting at which a quorum is present, which vote shall include the
affirmative vote of at least four Institutional Directors if there are six or
five Institutional Directors present at the meeting at which such vote occurs or
three Institutional Directors if there are four or three Institutional Directors
present at the meeting at which such vote occurs, shall be required for any of
the following corporate actions:

| | (i)     
any Capital Transaction;                                             
| | ------------------------------------------------------------------------------
| | (ii)     
any material Acquisition;                                           
| | (iii)     
the approval of annual budgets of the Company and its
Subsidiaries;
| | (iv)     
any amendment to the Charter or By-Laws of the Company;             

6

| | (v)     
any action  requiring  such vote under Section 7.20 of each of
the Securities Purchase Agreements;                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi)     
any increase in the number of shares available for grants
under
the Equity Incentive Plan and the determination of the prices of any Awards
granted thereunder and the adoption of any other employee benefit plan
authorizing the issuance of or the grant of Awards based on Stock;
| | (vii)     
any transaction with any Affiliate (other than Subsidiaries)
except for transactions contemplated by the Related Agreements but including any amendments to
any Related Agreement;                                                                                                  
| | (viii)     
the  selecting of investment  bankers to  underwrite  the sale
of securities of the Company; and                                                                                                                                                                                   
| | (ix)     
the  purchase  by the  Company of any  shares of Common  Stock
held by any of the Management Stockholders.                                                                                                                                                                           

(c)     The Board of Directors voting provisions provided for in this Section 4
shall terminate upon consummation of the Public Sale of shares of Common Stock
pursuant to which all shares of Preferred Stock are automatically converted into
shares of Common Stock pursuant to the Companys Charter.

4.3   
Supermajority Voting of Stockholders. The affirmative vote of the
holders of 66-2/3% of the outstanding Common Stock and Preferred Stock, voting
as a single class (the Requisite Investors), shall be required for
(i) the authorization of any additional class of capital stock or increase
in the number of shares of authorized capital stock from that set forth in
Section 4.5 of the Series D Purchase Agreement, except to the extent
specifically contemplated by the Equity Incentive Plan in effect on the date of
the Series D Purchase Agreement, and (ii) the approval of a sale of the
Company, whether by means of a merger, consolidation, sale of stock or assets or
otherwise (an Approved Sale). In the event of an Approved Sale, each
Stockholder, whether or not such Stockholder voted to approve such Approved
Sale, shall consent to and raise no objections against the Approved Sale;
provided that the terms of the Approved Sale do not provide that the
Stockholders would receive less than the amount that would be distributed to
such Stockholders in the event the proceeds of the Approved Sale were
distributed in accordance with the Companys Amended and Restated
Certification of Incorporation. If such Approved Sale is structured as a merger
or consolidation of the Company, or a sale of all or substantially all of the
Companys assets, then each Stockholder shall waive any dissenters
rights, appraisal rights or similar rights in connection with such merger,
consolidation or asset sale. If such Approved Sale is structured as a sale of
the stock of the Company, then each Stockholder shall agree to sell his
respective Stock on the terms and conditions approved by the Requisite
Investors. The Stockholders shall take all necessary and desirable actions
approved by the Requisite Investors in connection with the consummation of the
Approved Sale, including the execution of such agreements and instruments and
the taking of such other actions reasonably necessary to (i) provide the
representations and warranties as to their title and ownership of their Stock,
and (ii) effectuate the allocation and distribution of the aggregate
consideration upon consummation of the Approved Sale.

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4.4   Proxy.  IN THE  EVENT OF ANY  BREACH BY ANY  STOCKHOLDER  OF ITS  OBLIGATIONS  UNDER THE
VOTING  AGREEMENT  CONTAINED  HEREIN,  SUCH  STOCKHOLDER  HEREBY GRANTS TO THE  NON-BREACHING  STOCKHOLDERS  ACTING
THROUGH A MAJORITY IN INTEREST OF NON-BREACHING  STOCKHOLDERS AN IRREVOCABLE  PROXY,  COUPLED WITH AN INTEREST,  TO
VOTE ALL SHARES OF SUCH STOCKHOLDER'S STOCK,  INCLUDING THE RIGHT TO VOTE TO REMOVE SUCH STOCKHOLDER'S  DESIGNEE AS
DIRECTOR, TO THE EXTENT NECESSARY TO CARRY OUT THE PROVISIONS OF SECTIONS 4.1, 4.3 AND 4.5.

4.5   Action by  Stockholders.  Each  Stockholder  further agrees that such  Stockholder  will
not vote any shares  owned by such  Stockholder  or over which such  Stockholder  has voting  control,  or take any
action by written  consent,  or take any other action as a stockholder  of the Company,  to  circumvent  the voting
arrangements  required by Sections 4.1, 4.3 and this Section 4.5. Each Stockholder  further agrees to vote or cause
to be voted all shares owned by such  Stockholder  or over which such  Stockholder  has voting control to carry out
any provisions of the Securities  Purchase  Agreements,  as they may apply to such shares,  requiring a stockholder
vote,  including without  limitation,  Section 7.26 of the Series D Purchase Agreement or Section 8.2 of any of the
Securities Purchase Agreements.

4.6     Series E Voting Agreement.          Under    Section    242(b)(2)    of   the   General
Corporation  Law of the  State of  Delaware,  holders  of shares of each  series  of Series E  Preferred  Stock (as
defined  in the Series D  Purchase  Agreement)  are  entitled  to vote  separately  as a series  upon any  proposed
amendment to the Charter  which would alter or change the powers,  preferences  or special  rights of the shares of
such series to affect them adversely.  In exercising rights under Section 242(b)(2) or otherwise,  each Stockholder
agrees,  when and as requested by the Company in connection with a proposed amendment to the Company's Charter,  to
vote, or cause to be voted,  all shares of any series of Series E Preferred Stock which such  Stockholder owns from
time to time in favor of any  amendment to the Charter  provided  that (i) at least a majority of the shares of all
of the  series  of  Series E  Preferred  Stock,  voting  as a single  class,  have  agreed to vote in favor of such
amendment,  and (ii) to the extent that such  amendment  would affect the powers,  preferences or special rights of
the holders of the various  series of Series E Preferred  Stock,  it would  affect the holders of all of the series
of Series E Preferred Stock in an equivalent or  proportionate  manner (it being understood that, by way of example
only, the  requirements of (ii) above shall be deemed  satisfied in any situation where the respective  liquidation
preferences,  conversion  prices or conversion ratios applicable to all such series of Series E Preferred Stock are
affected or adjusted  proportionately  as among the various series of Series E Preferred  Stock,  regardless of the
fact that the actual effect upon or  adjustments  to each such series would involve  different  actual numbers as a
result of each such series  having  different  initial  liquidation  preferences,  conversion  prices or conversion
ratios).

§5.     TRANSFERS OF STOCK.

(a)     [Intentionally omitted]

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(b)     Other than in the event that any Stockholder or group of Stockholders shall
desire to sell more than fifty-one percent (51%) of the Stock then issued and
outstanding and shall have received a bona fide written offer for the purchase
thereof, in which event Section 5(c) applies, if any holder of Stock
desires to sell, assign, pledge, encumber or otherwise transfer any of its
shares of Stock (other than to an Affiliate or pursuant to a Public Sale or a
Capital Transaction or in a distribution to its partners, members or
stockholders and other than any holder of Stock whose shares of such Stock are
subject to the provisions of Section 3 of the Shareholders Agreement, in
which case the provisions of said Section 3 and not this Section 5(b) shall
apply to such shares of Stock), such holder (a Selling Stockholder)
shall so notify the Company and the other Stockholders in writing and shall
negotiate in good faith with the Company concerning the sale of such shares of
Stock to the Company or the other Stockholders during the 30 day period
following the receipt of such notice. If, after the expiration of such 30 day
period, the Company or the other Stockholders and such holder have not agreed to
the terms of the sale of such shares of Stock to the Company (or its designees),
such holder shall be entitled for a period of 90 days thereafter to sell such
shares of Stock to any Person (a Transferee) on terms no less
favorable to the Selling Stockholder than those offered to the Company and the
other Stockholders, so long as the Transferee executes an Instrument of
Accession and agrees in writing that it will not acquire additional shares of
the capital stock of the Company (other than such shares of capital stock which
such Transferee may be entitled to acquire or receive pursuant to the terms of
this Agreement, the Companys Charter or in a transaction (such as a stock
split or dividend) in which such Transferee is treated equally with other
shareholders holding the same class of capital stock as such Transferee) without
the prior approval of the Board of Directors. Any right of the Selling
Stockholder to attend meetings of the Board of Directors of the Company pursuant
to Section 7.5 of the Securities Purchase Agreements will not inure (a) to the
benefit of the Transferee without the affirmative vote of the Board of Directors
or (b) to any partner, member or stockholder of an Institutional Stockholder who
receives such Stock in a distribution from such Institutional Stockholder.

(c)     Notwithstanding the provisions of Section 5(b) above which shall not
apply under the following circumstances, in the event that any Stockholder or
group of Stockholders shall desire to sell not less than fifty-one percent (51%)
of the Stock then issued and outstanding and shall have received a bona fide
written offer for the purchase thereof, they shall furnish written notice, to
the Corporation and the other Stockholders of their intention to sell. Each
other Stockholder (a Participating Stockholder) may elect to
participate in the contemplated sale by delivering written notice to each
Selling Stockholder and to the Corporation not more than twenty-five (25) days
after the date of the notice provided by the Selling Stockholder(s). Each
Selling Stockholder and each Participating Stockholder shall be entitled to sell
in the contemplated sale, at the same price and on the same terms, a number of
shares of Stock equal to the product of (a) the number of shares of Stock to be
sold in the contemplated sale, and (b) a fraction, the numerator of which is the
number of shares of Stock held by such person and the denominator of which is
the aggregate number of shares of Stock held by all Stockholders participating
in the contemplated sale. Each Selling Stockholder agrees to use its best
efforts to obtain the agreement of the prospective transferee(s) to the
participation of the Participating Stockholders and agrees not to transfer any
shares of Stock to the prospective transferee(s) if such transferee(s) decline
to allow the participation of the Participating Stockholders in accordance with
the terms of this Section 5(c).

9

(d)     Every Stockholder shall become a party to this Agreement by signing or
causing to be signed on its behalf and delivering to the Company an Instrument
of Accession if such Person is not already a party to this Agreement. Except as
set forth herein, no Person shall become an owner of record of any shares of
Stock of the Company through subsequent transfer from any Stockholder unless and
until the Company has received an Instrument of Accession signed by such Person,
and no transfer of shares of Stock shall be effective for any purpose unless and
until recorded on the Companys record of Stockholders upon surrender of
the certificates representing such Stock, duly endorsed for transfer. Stock
shall be issued and recorded only in the name of the beneficial owner thereof or
in the name or name(s) of the trustee or nominee or trustees or nominees holding
legal title thereto for such beneficial owner on a fully disclosed basis.

(e)     All  certificates  representing  shares  of Stock  issued  on or after the date
hereof shall be endorsed with the following statement:

| | THE
SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE AND VOTING OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED AS OF MARCH 31, 2000, AS
AMENDED AS OF SEPTEMBER 20, 2001, AMONG NUVOX, INC. AND HOLDERS OF THE STOCK OF
SUCH CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN
REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF
NUVOX, INC. | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

Each Stockholder, by
signing this Agreement or causing it to be signed, represents and warrants to
the Company that such Stockholder is acquiring or has acquired its or his shares
of Stock for its or his own account for investment and not with a view to, or
for resale in connection with, the distribution thereof.

(f)     Notwithstanding  the  foregoing,  this  Section  5 shall  not apply to a Person
acquiring shares of Stock in a Public Sale, and such Persons shall not be bound by this Agreement on
account of any such purchase.

§6.     AMENDMENT  AND WAIVER.  No  modification,  amendment or waiver of any  provision of this
Agreement will be effective against the Company or the Stockholders  unless such modification,  amendment or waiver
is approved  in writing by the  holders of at least  66-2/3% of the total  number of  outstanding  shares of Stock;
provided,  however,  that no amendment,  modification or waiver of any provision of this Agreement that affects one
particular group of Stockholders  party to this Agreement (e.g., the Institutional  Stockholders and the Management
Stockholders,  without  limitation) in a manner  different from any other group of Stockholders  shall be effective
against such group of Stockholders  without the approval in writing of 66-2/3% of such group of  Stockholders,  and
no  modification,  amendment  or waiver of any  provision  of this  Agreement  that affects only one party shall be
effective  against such party  without the  approval in writing of such party.  The failure of any party to enforce
any of the  provisions of this  Agreement  will in no way be construed as a waiver of such  provisions and will not
affect the right of such party  thereafter  to enforce  each and every  provision of this  Agreement in  accordance
with its terms.

10

§7.     SEVERABILITY.  Whenever  possible,  each provision of this Agreement will be interpreted
in such manner as to be effective and valid under  applicable  law, but if any provision of this  Agreement is held
to be invalid,  illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,  such
invalidity,  illegality or  unenforceability  will not affect any other provision or other  jurisdiction,  but this
Agreement  will  be  reformed,  construed  and  enforced  in  such  jurisdiction  as if such  invalid,  illegal  or
unenforceable provision had never been contained herein.

§8.     ENTIRE  AGREEMENT.   Except  as  otherwise   expressly  set  forth  herein  and  in  the
Securities  Purchase  Agreements and the Related  Agreements and except for the  Shareholders  Agreement made as of
August 14,  1998,  as amended as of November 18, 1998 and  December  13,  1999,  by and between the Company and the
parties named therein,  this document embodies the complete  agreement and  understanding  among the parties hereto
with  respect to the subject  matter  hereof and thereof and  supersedes  and  preempts  any prior  understandings,
agreements  or  representations  by or among the  parties,  written or oral,  which may have related to the subject
matter hereof in any way.

§9.     SUCCESSORS  AND  ASSIGNS.  This  Agreement  will bind and inure to the benefit of and be
enforceable  by (i) the  Company and its  successors  and assigns  and (ii) the  Stockholders  and,  subject to the
provisions  of  Sections 5  and 10 hereof,  any  subsequent  holders of Restricted  Securities  and the  respective
successors and permitted assigns of each of them so long as they hold Restricted Securities.

§10.     SECURITIES  LAWS.  (a)  Prior to any  transfer  of any  shares  of Stock  which  are not
registered under an effective  registration  statement under the Securities Act (other than a transfer  pursuant to
Rule 144 or any  comparable  rule under the  Securities  Act),  the holder  thereof will give written notice to the
Company of such holder's  intention to effect such  transfer and to comply in all other  respects with this Section
10. Each such  notice (i) shall  describe  the manner and  circumstances  of the  proposed  transfer in  sufficient
detail to enable counsel to render the opinion  referred to below,  and (ii) shall  designate  independent  counsel
for the holder  giving such  notice  (which  counsel  shall be  experienced  in  securities  law matters and may be
outside  counsel  for such  holder).  The holder  giving  such  notice  will  submit a copy  thereof to the counsel
designated in such notice.  The following provisions shall then apply:

| | (i)     
If in the written opinion of such counsel addressed to the Company and
reasonably satisfactory in form and substance to the Company, the proposed
transfer may be effected without registration, such holder shall thereupon be
entitled to transfer such security in accordance with the terms of the notice
delivered by such holder to the Company. Each certificate, if any, or other
evidence of ownership issued upon or in connection with such transfer shall bear
the restrictive legend set forth in Article V of the Securities Purchase
Agreements unless, in the opinion of counsel to the Company, such legend is no
longer required to insure compliance with the Securities Act.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

| | (ii)     
If the condition set forth in clause (i) is not satisfied (unless waived in
writing by the Company), such holder shall not be entitled to transfer such
security (other than in a transfer pursuant to Rule 144 or any comparable rule
under the Securities Act) until the conditions specified in clause (a) of this
Section 10 shall be satisfied or until registration of such security under the
Securities Act has become effective.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The  holder of the  Stock  will pay the  reasonable  fees and  disbursements  of its  counsel  in
connection with all opinions rendered pursuant to this Section 10.

(b)     The  restrictions  imposed by this Section 10 upon the  transferability  of the
shares of Stock shall cease
and terminate as to any particular security (i) when such securities shall have
been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering such securities, or (ii)
when, in the written opinion of counsel for the Company or counsel to any
Stockholder reasonably satisfactory to the Company addressed to the Company and
reasonably satisfactory in form and substance to the Company such restrictions
are no longer required in order to assure compliance with the Securities Act.
Whenever such restrictions shall terminate as to any securities, the holder
thereof shall be entitled to receive from the Company, without expense (other
than transfer taxes, if any), new securities of like tenor not bearing the
legend set forth in Article V of the Securities Purchase Agreements.

§11.     COUNTERPARTS.  This  Agreement  may be executed in separate  counterparts  each of which
will be an original and all of which taken together will constitute one and the same agreement.

§12.     REMEDIES.  The  Stockholders  will be  entitled  to  enforce  their  rights  under  this
Agreement  specifically  (without posting a bond or other  security),  to recover damages by reason of any material
breach of any  provision of this  Agreement and to exercise all other rights  existing in their favor.  The parties
hereto agree and  acknowledge  that money damages may not be an adequate remedy for any breach of the provisions of
this  Agreement  and that any  Stockholder  may in its sole  discretion  apply  to any  court of law or  equity  of
competent  jurisdiction  for  specific  performance  and/or  injunctive  relief in order to enforce or prevent  any
violation  of the  provisions  of  this  Agreement.  In the  event  of any  dispute  involving  the  terms  of this
Agreement,  the  prevailing  party  shall be  entitled  to collect  reasonable  fees and  expenses  incurred by the
prevailing party in connection with such dispute from the other parties to such dispute.

§13.     EMPLOYMENT.  Nothing  contained  in  this  Agreement  is  intended  to  create  for  any
Stockholder  who is employed by the Company a right to continued  employment  with the Company or employment in the
same position or on the same terms as those currently in effect.

§14.     NOTICES.  Any notice or other  communication  in  connection  with this  Agreement,  any
Related  Agreement  or the Stock shall be deemed to be  delivered  and  received if in writing (or in the form of a
telex or  telecopy)  addressed  as provided  below (a) when  actually  delivered,  in person,  (b) when  telexed or
telecopied  to said address,  confirmed by  registered  or certified  mail, or (c) in the case of delivery by mail,
three  business  days shall have  elapsed  after the same shall have been  deposited  in the United  States  mails,
postage prepaid and registered or certified:

12

| | (i)
     
If to the Company, at its principal executive offices, to the attention of the
Chief Executive Officer (FAX: 636/757-0000), or at such other address as the Company shall
have specified by notice actually received by the addressor,

with copies to:

        Bryan Cave LLP
        One Metropolitan Square
        211 North Broadway, Suite 3600
        St. Louis, Missouri 63102
        Attention: Denis McCusker, Esq.
        FAX: 314/259-2020
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)     
If to any purchaser of Series A Preferred Stock, Series A-1 Preferred Stock or
Series B Preferred Stock, then to its address set forth on Exhibit A to the
corresponding Securities Purchase Agreement, or at such other address as such
purchaser shall have specified by notice actually received by the addressor,
with a copy as provided on said Exhibit A; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)     
If to any other holder of record of any Stock, to it at its address set forth in
the stock records of the Company.
| | -----------------------------------------------------------------------------------------------------------------------------

§15.     TERMINATION.  This  Agreement  will terminate upon the earliest to occur of (i) the date on
which no Institutional Stock remains outstanding,  (ii) upon  consummation of the initial Public Sale of the Common
Stock pursuant to which all shares of Series A Preferred  Stock are  automatically  converted into shares of Common
Stock pursuant to the Company's  Charter,  or (iii) the  completion of any voluntary or involuntary  liquidation or
dissolution  of the  Company.  The voting  provisions  of  Section 4  of this  Agreement  will  terminate  upon the
termination of this Agreement pursuant to the preceding sentence.

§16.      GOVERNING LAW. ALL QUESTIONS  CONCERNING THE CONSTRUCTION,  VALIDITY AND  INTERPRETATION OF
THIS  AGREEMENT  WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW EXCEPT THAT ALL MATTERS OF CORPORATE  GOVERNANCE  OF THE COMPANY  SHALL BE GOVERNED BY THE GENERAL  CORPORATION
LAW OF THE STATE OF DELAWARE.

§17.   DESCRIPTIVE  HEADINGS.  The  descriptive  headings  of  this  Agreement  are  inserted  for
convenience only and do not constitute a part of this Agreement.

13

IN WITNESS WHEREOF, the parties hereto have executed this Amended  Stockholders'  Agreement as of
the day and year first above written.

| | THE COMPANY:NUVOX, INC.
| | -----------------------
| | By:                    
| | Title:                 

[Signatures of stockholders]

14

# EXHIBIT
A

# List of Institutional
Stockholders

# EXHIBIT
B

# List of Management
Stockholders

Schedule 1
to Stockholders' Agreement

Instrument of Accession

Reference  is made to that  certain  Amended and  Restated  Stockholders'  Agreement  dated as of
March  31,  2000,  as amended as of  September  20,  2001,  a copy of which is  attached  hereto (as amended and in
effect  from time to time,  the  "Stockholders'  Agreement"),  among  NuVox,  Inc.,  a  Delaware  corporation  (the
"Company"), and the Stockholders of the Company (as defined therein).

The undersigned,
__________________________________ in order to become the owner or
holder of _____________ shares (the "Shares") of _______________ $.01 par value per share, of the Company,
hereby agrees that by the undersigned's execution hereof (a) the undersigned is [an Institutional] [a]
Stockholder party to the Stockholders' Agreement subject to all of the restrictions, conditions and obligations
applicable to [Institutional] Stockholders set forth in the Stockholders' Agreement and the Securities Purchase
Agreements (as defined in the Stockholders' Agreement), and (b) all of the Shares (and any and all shares of
stock of the Company issued in respect thereof) constitute Restricted Securities subject to all the rights,
restrictions, conditions and obligations applicable to Restricted Securities as set forth in the Stockholders'
Agreement and such Securities Purchase Agreements. This Instrument of Accession shall take effect and shall
become a part of said Stockholders' Agreement immediately upon execution.

Executed as of the date set forth below under the laws of the State of Delaware.

| | Signature: | 
| | ---------- | 
| | Address:   | 
| |            | 
| | Date:      | 

|Accepted:NUVOX, INC. | 
|-------------------- | 
|By:                  | 
|Date:                |