Kentucky Alltel, Inc.

ARTICLE 40

GROUP INSURANCE

For the term of this Agreement the Company will maintain and make available to employees the Medical PPO benefits, Dental benefits, Prescription Drug benefits, Life/AD&D benefits, and LTD benefits, described to the Union during negotiation, or benefits substantially similar thereto. To the extent that these benefits are insured and/or administered by insurance carriers/administrators, the Company may change such carriers/administrators. The Company will also make available to employees any HMO and/or EPO option which the Company contracts with an insurance carrier or medical provider to provide in areas covered by the bargaining unit. Such HMO/EPO options may change from year to year.

With respect to Medical PPO benefits, Prescription Drug Plan benefits and any HMO/EPO option made available, premium costs shall be shared, 85% by the Company and 15% by the employee. Specifically, whether the employee selects employee only, employee and spouse, employee and children, or employee and family coverage, the Company and Employee will share premium costs in those percentage amounts. Effective January 1, 2009, the Company share of such premium costs shall be 80% and the employee share shall be 20%.

With respect to Dental benefits, the premium costs for all levels of Dental coverage (employee only, spouse, children or family) shall be shared 50% and 50% between Company and employee.