Effective as of February 2, 2009, the Compensation Committee of the Board of Directors of Windstream Corporation ("Windstream" or the "Company") adopted new forms of restricted share agreements used by the Company to evidence grants of equity incentive compensation to executive officers under the Windstream Corporation 2006 Equity Incentive Plan. The revised forms of restricted share agreements made the following changes to the forms of restricted share agreements used in prior periods:

(1) Amended Section 8 of the agreement to require an acknowledgement from each grantee of an equity award that neither the agreement nor any other prior agreement under any equity compensation plan of the Company or its subsidiaries has created or shall create (i) a contractual, equitable, or other right to receive future grants of equity awards, or other benefits in lieu of equity awards, or (ii) a fiduciary duty or other comparable duty of trust or confidence owed to the grantee by the Company and its affiliates and their respective officers, directors, employees, agents or contractors;

(2) Amended the performance-based restricted share agreement to specify that the Performance Measure for the fiscal year ending December 31, 2009 shall be based on the Company's operating income before depreciation and amortization and shall be satisfied if the Company's OIBDA for such period is equal to or greater than $1,443.6 million.

The foregoing description of the revised restricted share agreements is qualified in its entirety by reference to the full text of the restricted share agreements for executive officers, which are filed as Exhibits 10.1 to 10.2 and are incorporated herein.

Effective February 3, 2009, the Board of Directors of the Company adopted an amendment to the Bylaws of the Company. The amendment modified Section 4 of Article II of the Bylaws to allow notice of any meeting of stockholders to be delivered to stockholders by a form of electronic transmission consented to by the stockholder to whom the notice is given. The amendment also modified section 2 of Article IV of the Bylaws to remove the requirement that officers be elected annually by the board of directors at its first meeting after each annual meeting of stockholders or as soon thereafter as is convenient and to provide instead that the officers be elected annually.

The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, which are filed as Exhibits 3.2 and incorporated herein.

(d) Exhibits

Exhibit
Number         Description
Exhibit  3.2   Amended and Restated Bylaws, amended as of February 3, 2009

Exhibit 10.1   Form of Restricted Shares Agreement (Officers: Restricted Stock)
               entered into between Windstream Corporation and its executive
               officers.

Exhibit 10.2   Form of Restricted Shares Agreement (Officers: Performance-Based
               Restricted Stock) entered into between Windstream Corporation and
               its executive officers.