0000950134-07-002636 Sample Contracts

WINDSTREAM CORPORATION 2006 EQUITY INCENTIVE PLAN RESTRICTED SHARES AGREEMENT [OFFICERS – RESTRICTED STOCK]
Restricted Shares Agreement • February 9th, 2007 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware

Windstream Corporation, a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Windstream Corporation 2006 Equity Incentive Plan (the “Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted Shares, on the Date of Grant set forth below:

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WINDSTREAM CORPORATION 2006 EQUITY INCENTIVE PLAN RESTRICTED SHARES AGREEMENT [Non-Employee Directors]
Restricted Shares Agreement • February 9th, 2007 • Windstream Corp • Telephone communications (no radiotelephone) • Delaware

Windstream Corporation, a Delaware corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of the Windstream Corporation 2006 Equity Incentive Plan (the “Plan”) and this Restricted Shares Agreement (the “Agreement”), the following number of Restricted Shares, on the Date of Grant set forth below:

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