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Appendix C

PROPOSAL NO. 5

AMENDMENTS TO THE WINDSTREAM CERTIFICATE AND WINDSTREAM BYLAWS

TO ELIMINATE SUPER-MAJORITY VOTING REQUIREMENTS

Proposed Amendments to the Windstream Certificate

ARTICLE

Seven

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly

authorized to amend, alter, change or repeal the Bylaws of the Corporation. Any amendment, alteration, change

or repeal of the Corporation’s Bylaws by the stockholders of the Corporation shall require the affirmative vote of

a majority of the outstanding shares of the Corporation entitled to vote on such amendment, alteration, change or

repeal; provided, however, that Section 11 of ARTICLE TWO and Sections 2, 3, and 4 of ARTICLE THREE and

ARTICLE SEVEN of the Corporation’s Bylaws shall not be amended, altered, changed or repealed and no provision

inconsistent therewith shall be adopted without the affirmative vote of the holders of at least two thirds of the

combined voting power of all of the then outstanding shares of the Corporation entitled to vote on such amendment,

alteration, change or repeal.

ARTICLE

Eleven

[RESERVED] Notwithstanding any other provisions of this Restated Certificate or any provision of law which

might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of the capital

stock required by law or this Restated Certificate, the affirmative vote of the holders of at least two-thirds of the

combined voting power of all of the then outstanding shares of the Corporation eligible to be cast in the election of

directors shall be required to amend, alter, change or repeal ARTICLES EIGHT, TEN or THIRTEEN hereof, or this

ARTICLE ELEVEN, or any provision thereof or hereof.

Conforming Amendment to the Windstream Bylaws

ARTICLE VII

AMENDMENTS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the

Corporation is expressly authorized to make, alter, amend, change, add to or repeal these Bylaws by the affirmative

vote of a majority of the total number of Directors then in office. Any alteration or repeal of these Bylaws by the

stockholders of the Corporation shall require the affirmative vote of a majority of the votes cast by the holders of

shares entitled to vote thereon at a duly organized regular or special meeting of stockholders at which a quorum is

present. outstanding shares of the Corporation entitled to vote on such alteration or repeal; provided, however, that

Section 11 of ARTICLE II and Sections 2, 3, and 4 of ARTICLE III and this ARTICLE VII of these Bylaws shall

not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative

vote of the holders of at least two-thirds of the combined voting power of all of the then outstanding shares of the

Corporation entitled to vote on such alteration or repeal.