Windstream Corporation Director Compensation Program (as Amended)

Summary

This agreement outlines the compensation program for non-officer directors of Windstream Corporation. Directors receive an initial grant of $60,000 in restricted stock upon joining the Board, an annual cash retainer of $60,000, and additional fees for attending meetings and chairing committees. The Chairman receives a supplemental annual retainer. Directors also receive an annual grant of restricted stock. Compensation is prorated for partial years of service. The terms of restricted stock grants are set by the Compensation Committee.

EX-10.6 2 d43950exv10w6.htm DIRECTOR COMPENSATION PROGRAM exv10w6

Exhibit 10.6

WINDSTREAM CORPORATION
Director Compensation Program
Approved June 1, 2006
and Amended August 3, 2006,
November 7, 2006, and February 7, 2007

Compensation for directors who are not officers of the Corporation will consist of the following components:

	1.		Initial Retainer. Each new member will receive a grant of $60,000 in restricted stock under the 2006 Equity Incentive Plan in connection with his or her appointment or election to the Board.

	2.		Annual Retainer. Each member will receive an annual cash retainer of $60,000. Commencing January 1, 2007, the Chairman will receive a supplemental annual cash retainer of $25,000.

	3.		Meeting Fees. Each member will receive a cash fee of $1,750 for each Board and Committee meeting attended.

	4.		Committee Chair Fees. Each member who serves as Chair of a Board Committee will receive the following indicated annual cash fee:


• Audit	—	$	12,500
• Compensation	—	$	12,500
• Governance	—	$	12,500

5. Annual Restricted Stock. Each member will receive an annual grant of $60,000 in restricted stock under the 2006 Equity Incentive Plan.

All other terms and conditions of the grants of restricted stock shall be determined and approved by the Compensation Committee.

Members will receive a prorated amount of the Annual Retainer, Committee Chair Fees and Annual Restricted Stock Grant for the portion of the first year for which they are appointed or elected to serve as a Board member or Committee Chair. For future years, directors will receive the Annual Retainer, Committee Chair Fees and Restricted Stock grants at the first regularly scheduled board meeting of the year.