Windstream 401(k) Plan - Summary Plan Description

Windstream 401(k) Plan

Summary Plan Description

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Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

TABLE OF CONTENTS

THE PLAN AT A GLANCE .............................................................................. 3

WINDSTREAM 401(k) PLAN SUMMARY PLAN DESCRIPTION AND PROSPECTUS .... 5

ELECTIONS AND ACCOUNT INFORMATION ................................................ 6

ELIGIBILITY ......................................................................................... 6

ENROLLMENT ....................................................................................... 6

EMPLOYEE PRETAX AND ROTH CONTRIBUTIONS ....................................... 6

CATCH-UP CONTRIBUTIONS ................................................................... 8

COMPANY CONTRIBUTIONS .................................................................... 8

ROLLOVER CONTRIBUTIONS ................................................................... 9

INVESTMENTS .................................................................................... 10

EMPLOYER SECURITIES DIVERSIFICATION NOTICE ................................. 14

ADMINISTRATION, FEES, AND REVENUE SHARING .................................. 15

VESTING ........................................................................................... 17

PARTICIPANT LOANS ........................................................................... 17

IN-SERVICE WITHDRAWALS ................................................................. 19

DISTRIBUTION OF YOUR ACCOUNT ....................................................... 20

BENEFICIARIES .................................................................................. 22

CLAIMS PROCEDURE ........................................................................... 23

OTHER IMPORTANT INFORMATION ........................................................ 26

LESS THAN YOU EXPECTED – FORFEITURES ETC. .................................... 28

AMENDMENT AND TERMINATION OF THE PLAN ....................................... 30

GENERAL INFORMATION ........................................................................... 31

STATEMENT OF ERISA RIGHTS ............................................................. 31

FEDERAL INCOME TAX DISCLOSURE ...................................................... 32

PLAN DATA ............................................................................................. 37

APPENDIX A ............................................................................................ 39

APPENDIX B ............................................................................................ 46

APPENDIX C ............................................................................................ 47

APPENDIX D ............................................................................................ 48

APPENDIX E ............................................................................................ 60

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

This page is intentionally blank.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

THE PLAN AT A GLANCE

BENEFIT

The Windstream 401(k) Plan (the "Plan") is a tax advantaged

way for you to save for retirement through payroll deduction.

The contributions you make, along with company

contributions and earnings, can be of significant value in

building a strong financial future for you and your family.

ELIGIBILITY &

ENROLLMENT

Windstream bargaining employees (except bargaining

employees of CWA 7470 who are covered by a separate

summary plan description) are immediately eligible and can

start making contributions as soon as administratively

practicable following enrollment in the Plan. To enroll,

following eligibility, go to the Bank of America Merrill Lynch

website at www.benefits.ml.com or call 1.800.228.4015.

EMPLOYEE

CONTRIBUTIONS

You can make pretax and/or Roth contributions up to 60% of

your Plan compensation, subject to certain limits. The legal

maximum is $19,500 (for 2020). Also, if you will be at least

age 50 during the year, you can make "Catch-up"

contributions up to $6,500 (for 2020).

COMPANY

CONTRIBUTIONS

The Company may make matching contributions to your

account based on the provisions of your bargaining agreement

as outlined by Appendix E if you are employed as an eligible

bargaining employee in one of the bargaining groups listed in

Appendix E.

The Company may make nonelective contributions to your

account on a one-time basis and/or on an annual basis if you

are an eligible bargaining employee based on the provisions of

your bargaining agreement as outlined in Appendix E.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

INVESTMENT

CHOICES

You may invest your account balance among multiple

investment funds.

VESTING

You generally are 100% vested in all contributions and

earnings made to the Plan. See Appendix D regarding vesting

of amounts transferred from prior plans.

PAYMENT OF

BENEFITS

Generally, you may take your money when you retire or leave

the Company. Under certain circumstances, you may also

take a loan from or receive a withdrawal (e.g., on account of

hardship) of part of your account balance.

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING

SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933.

This Summary Plan Description and Prospectus do not contain all of the

technical details and legal expressions contained in the formal Plan

documents. Any discrepancies between this Summary Plan Description

and Prospectus and the formal Plan documents will be resolved in favor

of the formal Plan documents. The Plan Administrator has the

discretionary power and authority to construe the provisions of the Plan

and to make factual determinations in deciding whether an applicant is

entitled to benefits under the Plan.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

WINDSTREAM 401(K) PLAN

SUMMARY PLAN DESCRIPTION AND

PROSPECTUS

The Windstream 401(k) Plan (the "Plan") helps you build financial security for

your retirement by providing you with a tax-advantaged opportunity to save for

your retirement. The Plan is intended to satisfy the requirements of a qualified

plan under Section 401(a) of the Internal Revenue Code of 1986, as amended

(the "Internal Revenue Code"). The Windstream Stock Fund under the Plan, which

is invested in Windstream Holdings, Inc. common stock (“Windstream Common

Stock”), has been designated as an employee stock ownership plan under the

Internal Revenue Code.

This Summary Plan Description and Prospectus have been written specifically for

eligible bargaining employees of Windstream Services, LLC ("Windstream") and

its designated participating subsidiaries (collectively, the "Company"), except

Windstream bargaining employees of CWA 7470. This Summary Plan Description

and Prospectus generally describe the Plan as in effect on January 1, 2020.

Separate summary plan descriptions and prospectuses have been prepared for

non-bargaining employees and bargaining employees of CWA 7470. The Plan

Administrator and the Trustee for the Plan are listed in the Plan Data section at

the end of this document.

If you participated in a plan that was merged into the Plan or in a plan from which

your account was transferred to the Plan (other than by rollover), see Appendix

D (Prior Plans) to this Summary Plan Description and Prospectus for information

regarding any benefits, rights, and features of your prior plan account that may

be different than those described generally for the Plan. Appendix D applies to the

mergers of or account transfers from the Windstream Profit-Sharing Plan, Valor

Telecommunications Southwest, LLC Savings Plan, The Concord Telephone

Company Employees’ Savings Plus Plan, Lexcom 401(k) Plan, D&E

Communications, Inc. Employees’ 401(k) Savings Plan, Conestoga Telephone &

Telegraph Local 1671 Tax Deferred Retirement Plan, NuVox Communications, Inc.

Profit Sharing 401(k) Plan, Iowa Telecom Savings Plan, Iowa Telecom Hourly

Savings Plan, Hosted Solutions Acquisition, LLC 401(k) Plan, PAETEC Holding

Corp. 401(k) Plan, Network Telephone 401(k) Profit Sharing Plan, BOB, LLC

401(k) Plan, EarthLink 401(k) Plan, and Broadview Networks Retirement Savings

Plan.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

ELECTIONS AND ACCOUNT INFORMATION

Eligible employees can make certain elections described in this Summary Plan

Description and Prospectus and access account information by calling the Plan's

record keeper, Bank of America Merrill Lynch & Co., Inc. ("Bank of America Merrill

Lynch"), at 1-800-228-4015 or accessing the Bank of America Merrill Lynch

Benefits OnLine

website at www.benefits.ml.com. These systems are generally

available 24 hours a day; however, the systems may not be available or

processing may be delayed because of system problems, call volume, or other

reasons.

ELIGIBILITY

Windstream bargaining employees are eligible and can start making contributions

as soon as administratively practicable following enrollment in the Plan. If you do

not elect to enroll at the time you are first eligible to participate, you may enroll

at any time during your employment as an eligible bargaining employee.

Individuals who are not eligible to participate include leased employees,

employees who do not have regularly stated compensation on a salaried or hourly

wage basis, persons not classified as employees of a participating employer, and

nonresident aliens with no U.S. income.

ENROLLMENT

You can start contributing to the Plan at any time after you are eligible. To make

your contribution and investment elections, access the Bank of America Merrill

Lynch Benefits OnLine website at www.benefits.ml.com or call the Bank of

America Merrill Lynch Interactive Voice Response system at 1-800-228-4015.

EMPLOYEE PRETAX AND ROTH CONTRIBUTIONS

Generally, you may contribute between 1% and 60% of your Plan compensation

for a payroll period to the Plan on a pretax and/or Roth basis, subject to certain

limits. Your contributions may not exceed a certain dollar limit set each year by

the IRS. For the 2020 Plan Year, the limit is $19,500. (See next section regarding

“Catch-up” contributions if you will be at least age 50 during the year.) Also, if

you are a highly compensated employee, your contributions may be limited to

satisfy IRS nondiscrimination rules. The amount you contribute to the Plan as

pretax dollars, is not counted as part of your income for the purpose of calculating

your federal income tax in the year in which you make the contributions. In

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

addition, many states allow you to exclude these amounts from current taxes.

Your pretax contributions and any earnings on your pretax contributions generally

are not taxable under federal income tax rules until they are distributed to you

from the Plan. The pretax amounts you contribute to the Plan do not affect your

other salary-based benefits such as life insurance and disability insurance. The

amounts you contribute to the Plan as Roth contributions are made on an after-

tax basis. Distribution of Roth contributions and any associated investment

earnings is tax-free if the distribution is made both on or after the fifth anniversary

of the first day of the tax year of your first Roth contribution to the Plan and you

are at least 59½ years of age.

Your "Plan compensation" that is eligible for pretax and/or Roth contributions

generally consists of all wages, salaries and other amounts paid to you as an

eligible employee for services rendered as reported on your Form W-2, including

amounts that would have been included in your compensation if they had not

received special tax treatment because they were deferred under the Plan, a

medical reimbursement plan or dependent care plan.

Plan compensation, however, does not include (i) deferred compensation, (ii)

amounts realized from nonstatutory stock options, restricted stock, and statutory

stock options, (iii) amounts that receive special tax benefits, (iv) other forms of

remuneration similar to the above exclusions, (v) moving expenses, (vi)

reimbursement or other expense allowances, (vii) fringe benefits (cash and non-

cash), (viii) welfare benefits, (ix) severance pay and (vi) any amounts paid

following your termination of employment except otherwise eligible regular pay

or payments for certain unused vacation or sick pay that are paid by the end of

the Plan Year or, if later, 2-1/2 months following your termination of

employment. Plan compensation includes any tax rules limiting the amount of

compensation that may be taken into account as Plan compensation each year

($285,000 for 2020).

You may increase or decrease your contributions at any time by accessing the

Bank of America Merrill Lynch Benefits OnLine website at www.benefits.ml.com or

by calling a Bank of America Merrill Lynch Retirement Specialist at 1-800-228-

4015. Contributions must be made in increments of 1% (for example, you may

not contribute 2.5%). As prescribed by the Plan Administrator, contribution

elections may include an automatic increase feature.

Even though your Plan compensation may change, your contribution percentage

will remain the same (unless you elect an increase or decrease in the percentage).

In other words, the dollar amount of your contribution will increase or decrease

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

in proportion to your Plan compensation because the contribution percentage

remains the same.

You may stop your contributions at any time by accessing the Bank of America

Merrill Lynch Benefits OnLine website at www.benefits.ml.com or by calling a Bank

of America Merrill Lynch Retirement Specialist at 1-800-228-4015. The

adjustment is effective as soon as administratively possible (generally with the

next full pay period). You may resume contributions at any time.

If you are an eligible employee and you become ineligible (see Eligibility section

of this summary for additional details), you will be unable to make contributions

to the Plan after you become an ineligible employee.

CATCH-UP CONTRIBUTIONS

A Plan participant who will be at least age 50 during a Plan Year may contribute

more than the annual deferral limit and/or the annual plan maximum contribution

limit to the Plan. Catch-up contributions are subject to an annual limit.

Participants who will be at least age 50 during a Plan Year may make pretax and/or

Roth "Catch-up" contributions during the year, up to a maximum of $6,500 for

2020, in accordance with rules specified by the Company. Catch-up contributions

are not matched with Company matching contributions.

Catch-up contribution elections can be made by accessing the Bank of America

Merrill Lynch Benefits OnLine website at www.benefits.ml.com or by calling a Bank

of America Merrill Lynch Retirement Specialist at 1-800-228-4015.

COMPANY CONTRIBUTIONS

Company Matching Contributions

The Company may make matching contributions to your account based on the

provisions of your bargaining agreements outlined in Appendix E if you are

employed as an eligible bargaining employee in one of the bargaining groups listed

in Appendix E. The Company matching contributions will be made each payroll

period. The Plan includes a “true-up” matching feature for participants who did

not contribute at an even rate throughout the Plan Year (and did not receive a full

matching contribution as a result).

The Company does not match Catch-up contributions.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

Like your pretax contributions to the Plan, the Company matching contributions

and any earnings on them generally are not taxable to you until they are

distributed to you from the Plan.

Company Nonelective Contributions

The Company may make nonelective contributions to your account on a one-time

basis and/or on an annual basis if you are an eligible bargaining employee based

on the provisions of your bargaining agreement as outlined in Appendix E. You

generally must be employed as an eligible bargaining employee in one of the

bargaining groups listed in Appendix E on the last day of the Plan Year (or retire,

die or become disabled during the Plan Year) to receive an annual nonelective

contribution. The Company annual nonelective contributions will be made as soon

as administratively practicable following the end of the Plan Year.

Like your contributions to the Plan, the Company nonelective contributions and

any earnings on them generally are not taxable to you until they are distributed

to you from the Plan.

ROLLOVER CONTRIBUTIONS

Rollover contributions from other retirement plans to the Plan may occur from

time to time under certain circumstances. For example, you can roll over amounts

from a previous employer's qualified plan (other than after-tax contributions).

You can also roll over amounts you are entitled to as the spousal beneficiary of

another qualified plan.

Subject to the approval of the Plan Administrator, you may elect to roll over

qualified cash distributions from another retirement plan or roll over a conduit

Individual Retirement Account (IRA) into the Plan. After-tax contributions,

however, may not be rolled over to the Plan. Internal Revenue Code rules govern

whether a distribution from another plan or a conduit IRA qualifies for rollover into

the Plan. The Plan Administrator requires you to provide information to show that

the distribution you want to roll over qualifies under the Internal Revenue Code

rules.

If you want to roll over contributions from another plan, you must complete a

401(k) Plan Rollover Application Form. The form can be obtained by accessing

the Bank of America Merrill Lynch Benefits OnLine website at

www.benefits.ml.com, or by calling the Bank of America Merrill Lynch Interactive

Voice Response system at 1-800-228-4015. Your rollover contribution funds

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

generally must be delivered within 60 days of the date you received it to qualify

as a tax-free rollover.

If you have amounts in the Plan from a rollover, a separate account will be

established and maintained on your behalf. The account reflects the amounts

credited to you from the rollover, and you may invest them in the Plan funds of

your choice.

Once the rollover contribution is deposited into the Plan, the funds become subject

to the rules and regulations of the Plan document.

INVESTMENTS

The Plan offers multiple core investment funds for you to choose from with varying

degrees of investment risk, and also offers you the flexibility to invest in retail

mutual funds through Self-Direct Brokerage (as described below). The core

investment funds are described in Appendix A, and information regarding fund

performance history is described in Appendix C to this Summary Plan Description

and Prospectus. For more complete information on the core investment funds,

including their management fees and other charges and expenses, please consult

the individual prospectus and comparable documents for the funds. The individual

prospectus for and additional information about the core investment funds can be

obtained on Bank of America Merrill Lynch Benefits OnLine website at

www.benefits.ml.com or by calling Bank of America Merrill Lynch at 1-800-228-

4015.

Please review all individual prospectuses, disclosure documents, and other

communication materials carefully before making an investment decision.

You may divide your contributions and Company contributions among any of the

core investment funds or Self-Direct Brokerage in increments of 1% or more. For

example, you may allocate 25% of your contributions and Company contributions

to one fund, 50% to a second fund, 22% to a third fund, and 3% to a fourth fund.

In addition, you may allow your contributions and Company contributions to

accumulate in one fund and then direct future contributions to another fund.

You may change your investment choices or percentages among the investment

funds or Self-Direct Brokerage at any time, subject to processing cutoffs by the

record keeper. Simply access the Bank of America Merrill Lynch Benefits OnLine

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

website at www.benefits.ml.com or call Bank of America Merrill Lynch Interactive

Voice Response system at 1-800-228-4015.

In addition to your investment direction for deposit of future contributions, you

may make a separate election to reallocate your existing account balance among

the investment funds or Self-Direct Brokerage. For example, you may allocate

25% of your total account balance to one fund, 60% to a second fund, and the

remaining 15% to a third fund. This election will reallocate your entire plan

account among the funds you select.

If you do not make an investment election, your contributions and Company

contributions will be invested in a manner deemed appropriate by the

Windstream Investment Committee (generally to the qualified default

investment alternative described in Appendix A).

Self-Direct Brokerage

Self-Direct Brokerage is a separate brokerage account within the Plan that offers

you the flexibility to invest in retail mutual funds separate from the investment

options included in the Plan's core investment menu. This service is for

participants interested in creating and managing their own investment strategy,

providing the flexibility and control that comes with independent investing. If you

choose to invest through Self-Direct Brokerage, it is your responsibility to

research, evaluate and select your investments as well as monitor their

performance. If you enroll in Self-Direct Brokerage, you will be charged an annual

record keeping fee of $80, and additional fees and commissions may apply to your

mutual fund investments. To find out what retail mutual funds are available, you

may visit the Bank of America Merrill Lynch Benefits OnLine website at

www.benefits.ml.com or contact a Bank of America Merrill Lynch Retirement

Specialist at 1-800-228-4015.

Advice Access

Advice Access (AA) is an investment advisory service offered under the Plan. AA

enables you to prepare for retirement and understand where you stand in reaching

your financial goals, get specific recommendations for how much to save and how

to invest to increase the likelihood that you will reach your financial goals, and

benefit from an expert retirement strategy. There are three options to help you

manage your account.

1. PersonalManager – Your participant portfolio is reviewed every 90 days.

This regular review will consider any updates to your profile, such as a

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

salary increase, change in marital status, or anything else related to your

financial situation. It will also consider changes in financial markets, or

with the funds you have in your portfolio. If necessary, the percentage of

the portfolio in each fund will be adjusted, and/or one or more different

investment funds may be brought into the mix.

2. Portfolio Rebalancing – Your portfolio is rebalanced every 90 days to

maintain the existing targeted asset allocation, but no new funds are

considered. Portfolio Rebalancing will not review your personal profile to

reflect any possible changes and will not change your investments.

3. One-Time Implementation – After the one-time implementation, your

investment profile is not reviewed and your portfolio is not rebalanced. You

are solely responsible for managing your investments and making future

changes.

You can access AA:

• Online at www.benefits.ml.com.

• By phone, from a Bank of America Merrill Lynch Retirement Specialist at 1-

800-228-4015.

• Directly from your financial advisor. To set up a meeting with a financial

advisor, please contact a Bank of America Merrill Lynch Retirement

Specialist at 1-800-228-4015.

The Advice Access service uses a probabilistic approach to determine the

likelihood that you may be able to achieve your stated goals and/or to identify a

range of potential wealth outcomes that could be realized. You should carefully

review the explanation of the methodology used, including key assumptions and

limitations, which is provided in the Advice Access disclosure statement. It can

be obtained through Benefits OnLine or through a Bank of America Merrill Lynch

Retirement Specialist.

IMPORTANT: The projections or other information shown in the Advice Access

service regarding the likelihood of various investment outcomes are hypothetical

in nature, do not reflect actual investment results and are not guarantees of future

results. Results may vary with each use and over time.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

Windstream Stock Fund

The Windstream Stock Fund, which is invested in Windstream Common Stock, is

closed to additional contributions or transfers into the Windstream Stock Fund,

but open for transfers out of the Windstream Stock Fund. (See Appendices A and

B to this Summary Plan Description and Prospectus for more detailed information

regarding the Windstream Stock Fund.) You should know that Plan accounts are

not required to be invested in the Windstream Stock Fund and that you can

transfer part or all of your existing balance from the Windstream Stock Fund to

another investment fund.

ERISA Section 404(c)

The Plan generally provides for participant direction of investment and, where

participant direction of investment is provided, the Plan is intended to constitute

a plan described in Section 404(c) of the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”), and Title 29 of the Code of Federal

Regulations Section 2550.404c-1. As an ERISA Section 404(c) plan, the

fiduciaries of the Plan may be relieved of liability for any losses that are the direct

and necessary result of investment instructions given by a participant or

beneficiary. If you choose to invest through Self-Direct Brokerage, it is also your

responsibility to research, evaluate and select your retail mutual fund investments

as well as monitor their performance.

The Plan maintains certain procedures to ensure the confidentiality of any

transaction involving Windstream Common Stock. All investment instructions to

sell Windstream Common Stock are handled by a third-party administrator or

designated employees of the human resources or benefits department and are

forwarded to the Trustee of the Plan for execution. Your investment instructions

(and your Windstream Stock Fund holdings) are not communicated to your

supervisor, co-workers, or any member of management, excluding those

designated employees necessary to process your instructions.

The Plan Administrator, whose name, address, and telephone number can be

found in this Summary Plan Description and Prospectus, is responsible for

monitoring the procedures established to maintain confidentiality of a participant's

purchase, sale, holding, and exercise of voting and similar rights with respect to

Windstream Common Stock. The Plan Administrator will designate an

independent fiduciary to act in the event the Plan Administrator determines that

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

such a fiduciary is needed to safeguard the confidentiality of certain transactions

involving employer securities.

Upon your request, the Plan Administrator will furnish you with the following:

• the most current individual prospectus or similar document of each

investment fund

• any available financial reports or statements of each investment fund

• information concerning the value of shares or units of each investment fund

• a list of the assets comprising the investment fund along with the value of

each asset

Current investment fund information, including fee and expense information, is

available through the Bank of America Merrill Lynch Benefits OnLine website at

www.benefits.ml.com.

EMPLOYER SECURITIES DIVERSIFICATION

NOTICE

Federal law provides specific rights concerning investments in employer securities

(Windstream Common Stock). Because you may now have investments in

Windstream Common Stock under the Plan, you should take time to read this

notice carefully.

Your Rights Concerning Employer Securities.

The Plan must allow you to elect to move any portion of your account that is

invested in Windstream Common Stock (i.e., through the Windstream Stock Fund)

from that investment into other investment alternatives under the Plan. This right

extends to all of your investment in the Windstream Stock Fund under the Plan.

You may contact the person identified below for specific information regarding this

right, including how to make this election. In deciding whether to exercise this

right, you will want to give careful consideration to the information below that

describes the importance of diversification. All of the investment funds under the

Plan are available to you if you decide to diversify out of the Windstream Stock

Fund.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

The Importance of Diversifying Your Retirement

Savings.

To help achieve long-term retirement security, you should give careful

consideration to the benefits of a well-balanced and diversified investment

portfolio. Spreading your assets among different types of investments can help

you achieve a favorable rate of return, while minimizing your overall risk of losing

money. This is because market or other economic conditions that cause one

category of assets, or one particular security, to perform very well often cause

another asset category, or another particular security, to perform poorly. If you

invest more than 20% of your retirement savings in any one company or industry,

your savings may not be properly diversified. Although diversification is not a

guarantee against loss, it is an effective strategy to help you manage investment

risk.

In deciding how to invest your retirement savings, you should take into account

all of your assets, including any retirement savings outside of the Plan. No single

approach is right for everyone because, among other factors, individuals have

different financial goals, different time horizons for meeting their goals, and

different tolerances for risk. Therefore, you should carefully consider the rights

described in this notice and how these rights affect the amount of money that you

invest in the Windstream Stock Fund through the Plan.

It is also important to periodically review your investment portfolio, your

investment objectives, and the investment funds under the Plan to help ensure

that your retirement savings will meet your retirement goals.

For More Information

If you have any questions about your rights regarding employer securities

diversification, including how to make investment elections, you may access the

Bank of America Merrill Lynch Benefits OnLine website at www.benefits.ml.com or

call a Bank of America Merrill Lynch Retirement Specialist at 1-800-228-4015.

ADMINISTRATION, FEES, AND REVENUE

SHARING

The Plan Administrator is responsible for the administration of the Plan and has

sole discretionary authority to interpret and construe the terms of the Plan,

determine your eligibility for benefits under the Plan, and resolve any disputes

that arise under the Plan. Benefits under the Plan are paid only if the Plan

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

Administrator (or its delegate) decides in its discretion that the applicant is

entitled to benefits under the Plan. The expenses of administering the Plan are

paid from Plan assets, unless the Company elects in its sole discretion to make

payment directly from its general assets.

Valuation of Your Plan Account

The value of your Plan account is adjusted on each valuation date to reflect any

earnings or losses on your investment, any distributions you have received, and

any contributions that have been made to your Plan account since the preceding

valuation.

Typically, the Plan is valued daily on business days when the New York Stock

Exchange is open for trading. There may be other times when daily valuation is

unavailable. You will receive a written statement of your account at least quarterly

in addition to daily online account balance information.

Fees and Revenue Sharing

In making decisions regarding the Plan, you will want to consider the fees and

expenses that will be charged to your Plan account. In general, fees can be

classified into the following categories:

Plan Administrative Fees. Plan administration expenses may include, but are not

limited to, plan record keeping, regulatory testing, financial reporting, audit, legal

and investment advisor fees. A $9.75 per quarter record keeping fee and a $2.50

per quarter other expenses fee are charged to your account to cover record

keeping and other Plan administration expenses (e.g., keeping track of your

accounts and transactions). The Company may at its discretion elect to pay some

or all of the Plan administrative expenses.

Plan Transaction Fees. Your account will be charged fees for certain Plan

transactions, for example, a $50 loan processing fee and a $600 qualified

domestic relations order processing fee.

Self-Direct Brokerage Fees. If you enroll in Self-Direct Brokerage, you will be

charged an annual record keeping fee of $80, and additional fees and commissions

may apply to your mutual fund investments. To find out what mutual funds are

available, you may visit the Bank of America Merrill Lynch Benefits OnLine website

at www.benefits.ml.com or contact a Bank of America Merrill Lynch Retirement

Specialist at 1-800-228-4015.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

Investment Fund Fees. Your account will be reduced by a number of expenses or

fees associated with your investment choices, including fees charged by some or

all of the following entities: the Trustee, investment advisors, investment

managers, and securities brokers. The amount and allocation of fees and

expenses are subject to change at any time. For current information regarding

fees and expenses, you may visit the Bank of America Merrill Lynch Benefits

OnLine website at www.benefits.ml.com or contact a Bank of America Merrill

Lynch Retirement Specialist at 1-800-228-4015.

Revenue Sharing. From time to time, managers of investment funds may agree

to share revenue from management fees with the Plan. Any revenue shared with

the Plan will be returned to participant accounts invested in those funds at the

end of each month.

VESTING

All the money contributed to the Plan, including your pretax and/or Roth

contributions, Company contributions (i.e., Company matching contributions and

Company nonelective contributions) and rollover contributions, and the earnings

(or losses) on the funds belong to you. In other words, you will always be 100%

vested (entitled to the entire value of your account) regardless of your years of

service. See Appendix D (Prior Plans) to this Summary Plan Description and

Prospectus, however, regarding vesting of amounts transferred from, or made

with respect to, prior plans (e.g., Windstream Profit-Sharing Plan contributions

are subject to a vesting schedule).

PARTICIPANT LOANS

Loan Requirements

The Plan allows you to receive a loan from your individual account if you are an

employee of the Company or a related company. Only one loan at a time is

allowed. To obtain a copy of the Windstream 401(k) Loan Policy, visit the Bank

of America Merrill Lynch Benefits OnLine website at www.benefits.ml.com

contact a Bank of America Merrill Lynch Retirement Specialist at 1-800-228-4015.

You generally may borrow up to 50% of the value of your account up to $50,000.

The minimum loan amount is $1,000. There is a $50 administrative fee charged

to your account at the time your loan request is processed.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

All maximums are established by federal guidelines and may change from time to

time. In addition, you may not be eligible to borrow the maximum if you have

any outstanding loans from the Plan or another plan maintained by the Company

or a related company, or if you had an outstanding loan balance in the previous

12 months.

For each loan, you will pay an interest rate comparable to that charged by a

commercial lender according to the Loan Policy adopted by the Benefits

Committee. Generally, any loan must be repaid within five years, although a

longer repayment period may be granted for loans to acquire your principal

residence. Loans will be repaid through payroll deductions.

To obtain a loan, access the Bank of America Merrill Lynch Benefits OnLine website

at www.benefits.ml.com or call the Bank of America Merrill Lynch Interactive Voice

Response system at 1-800-228-4015. Please allow a minimum of 15 business

days after submitting your request for your loan to be processed.

A Plan loan is treated as an investment of your account. By signing, endorsing,

depositing or cashing the loan proceeds check you are certifying that you agree

to the terms and conditions of the loan and that your account may be charged for

unpaid principal and interest if you default on the loan. If a loan is declared to be

in default, the entire unpaid balance of the loan and accrued interest is

immediately due and payable.

If the balance, including interest, is not paid, then the Trustee will charge your

account with the amount of the loan balance and interest at the earliest date that

distribution may be made to you without affecting the tax qualification of the Plan.

Loans and Taxes

You don't have to pay taxes on your loan as long as you make the required

payments in accordance with your loan agreement while employed with the

Company, including during a leave of absence. However, if your employment

terminates and you have an outstanding loan, you will have to repay the entire

outstanding balance promptly or the loan will be treated as distributed and you

will receive a Form 1099-R at year-end generally indicating the outstanding

balance of the loan as taxable income in the year of the loan default.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

IN-SERVICE WITHDRAWALS

Hardship Withdrawals

You may, while employed with the Company, withdraw your pretax and Roth

contributions (but generally not earnings) in your account to alleviate the

following financial hardships:

• to purchase your principal residence

• to finance certain expenses for post-secondary education for you, your

spouse, or dependents

• to pay for non-reimbursable qualified medical expenses for you, your

spouse, or dependents

• to prevent eviction from, or foreclosure on, your principal residence

• to pay funeral expenses for your parents, spouse, children or dependents

• to repair damage to your principal residence if the expense would qualify

for a casualty deduction (without regard to whether the loss exceeds 10%

of adjusted gross income)

Before applying for an in-service hardship withdrawal, you must have obtained all

distributions and nontaxable loans currently available under all retirement plans

maintained by the Company or a related company. To obtain a hardship

withdrawal, you must complete a Hardship Withdrawal Request Form. The form

can be obtained by accessing the Bank of America Merrill Lynch Benefits OnLine

website at www.benefits.ml.com or by calling the Bank of America Merrill Lynch

Interactive Voice Response system at 1-800-228-4015. Please allow a minimum

of 15 business days after submitting your request for your hardship withdrawal

application to be approved and processed.

All applications are reviewed and must be approved by the Benefits Committee.

Documentation of the circumstances necessitating an in-service hardship

withdrawal is required.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

Other Withdrawals

You may, while employed with the Company, withdraw the vested portion of your

account on or after attaining age 59½. You may also withdraw rollover

contributions at any time. If you have amounts in your account that were merged

into or transferred to the Plan (other than by rollover) from another qualified plan

maintained by the Company or a related company, you may be eligible to

withdraw a portion of those amounts, including certain amounts contributed prior

to January 1, 1995. For further information regarding the portion of your account

that may be eligible, contact a Bank of America Merrill Lynch Retirement Specialist

at 1-800-228-4015.

DISTRIBUTION OF YOUR ACCOUNT

Timing of Distributions

Distributions of your account will be made following your severance from

employment with the Company and all related companies. Your account balance

will be determined as of the most recent valuation date preceding your

distribution.

If your account balance exceeds $5,000, you may elect distribution at any time

following your severance from employment or defer distribution until no later than

the April 1

following the calendar year in which you reach age 72 (70½ if you

reach 70½ before January 1, 2020) or, if later, severance from employment. Your

distribution will be made as soon as practicable after your request is made.

If your account balance is $5,000 or less, you do not have the option to defer

distribution of your account. A distribution will be made to you as soon as

practicable if you do not make an election within 90 days of the date of your

severance from employment. If your account balance is $1,000 or less,

distribution will be made as a single sum (with, as applicable, mandatory 20% tax

withholding) or, if elected by you, rolled over to an IRA or other eligible retirement

plan. If your account balance is more than $1,000, but not more than $5,000,

distribution will be made as elected by you (i.e., as a single sum or rollover to an

IRA or other eligible retirement plan) or, if you do not make an election, in a

rollover to an IRA designated by the Plan Administrator.

The IRA designated by the Plan Administrator for the mandatory rollovers

described above will be invested in an investment product designed to preserve

principal and provide a reasonable rate of return and liquidity. Fees and expenses

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

of the designated IRA will be borne by you. For further information regarding the

designated IRA, including the fees and expenses and the name of the IRA

provider, contact a Bank of America Merrill Lynch Retirement Specialist at 1-800-

228-4015.

The Plan record keeper will provide you with a notice explaining your right to elect

distribution from the Plan. If you do not make a distribution election, the Plan will

commence distribution to you no later than the April 1 following the close of the

calendar year in which you reach age 72 (70½ if you reach 70½ before January

1, 2020) or, if later, severance from employment.

Forms of Benefit Payment

If your account balance is $5,000 or less, your account will be distributed to you

(or your beneficiary, if applicable) in a single sum payment.

If your account balance is greater than $5,000, you may elect to receive your

distribution in a single sum or partial payment at any time following your

severance from employment but no later than the April 1 following the calendar

year you reach age 72 (70½ if you reach 70½ before January 1, 2020) or, if later,

severance from employment.

You may choose to take a distribution of any portion of your account invested in

the Windstream Stock Fund in cash or in shares of Windstream Common Stock

(regardless of the value of your account). If elected, you will receive a stock

certificate (or equivalent) for whole shares and any fractional shares will be paid

in cash.

Rollover of Distribution

The IRS generally allows you (or, if applicable, your surviving spouse or non-

spouse beneficiary) to directly roll over your distribution from the Plan to an IRA

or another eligible retirement plan that will accept rollovers. In that case, you will

not be taxed until you receive the rolled-over funds from the IRA or eligible

retirement plan. See "Rollover to Roth IRAs" below for information regarding

rollovers to Roth IRAs. Hardship withdrawals and mandatory distributions

(generally at age 72 (70½ if you reach 70½ before January 1, 2020)) are not

eligible for rollover. See "Federal Income Tax Disclosure" for more information

regarding rollovers, taxation, and tax withholding.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

Rollover to Roth IRAs

The IRS allows you to directly rollover distributions from the Plan attributable to

your Roth sub-account to a Roth IRA (or designated Roth account in another

eligible retirement plan). You will not pay taxes currently on the amount you

rollover and you will not have to pay taxes later on payments that are qualified

distributions. A qualified distribution from a Roth IRA is a payment made both

when you have had a Roth IRA for at least five years (measured from the first day

of the tax year in which a contribution was made to the Roth IRA) and you are at

least age 59½ (or after your death or disability, or as a qualified first-time

homebuyer distribution of up to $10,000).

The IRS also allows you to directly roll over distributions from the Plan attributable

to amounts other than your Roth sub-account to a Roth IRA. The amount of such

payment rolled over to the Roth IRA (reduced by any after-tax amounts) will be

taxed. The 10% additional tax on early distributions will not apply (unless you

take the amount rolled over out of the Roth IRA within 5 years, counting from

January 1 of the year of the rollover). If you roll over all or part of your distribution

to a Roth IRA, later payments from the Roth IRA that are qualified distributions

will not be taxed (including earnings after the rollover).

Distribution and Rollover Decisions

It is your responsibility to research, evaluate and determine when to take a

distribution from the Plan and whether to roll over that distribution to an IRA or

another qualified plan. In making those decisions, there are a number of factors

that you may want to consider, including available investments, fees, tax

consequences (present and future), and legal and tax differences between IRAs

and qualified plans (for example, net unrealized appreciation tax treatment for

distributions of employer securities is only available from a qualified plan;

creditor’s rights may differ, etc.). You are advised to consult your personal tax,

legal and/or financial planner regarding distributions from the Plan.

BENEFICIARIES

Designation of Beneficiary

You may designate a beneficiary who will receive the money in your account

should you die while a Plan participant. The beneficiary designation form can be

obtained by accessing the Bank of America Merrill Lynch Benefits OnLine website

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

at www.benefits.ml.com or by calling the Bank of America Merrill Lynch Interactive

Voice Response system at 1-800-228-4015.

If you are married, your spouse will automatically be your beneficiary, unless he

or she consents to waive this right in writing. A notary public or a Plan

representative must witness the consent.

If you are not married and you do not designate otherwise, your estate will be

deemed the beneficiary.

Distribution to Beneficiary

If you die before distribution of your entire account has been made to you,

distribution of your account will be made to your beneficiary in a single sum

payment or partial distributions as follows.

• If distribution of your account has not been made or commenced to you

and distribution of your account is to be made to a beneficiary who is your

surviving spouse, distribution to your surviving spouse must be made no

later than the end of the first calendar year beginning after your death or

the end of the calendar year in which you would have reached age 72 (70½

if you reach 70½ before January 1, 2020), whichever is later.

• If distribution of your account has not been made or commenced to you

and distribution of your account is to be made to a beneficiary who is not

your surviving spouse, distribution to your non-spouse beneficiary of your

entire account must be made no later than the end of the tenth (fifth for

participant deaths before January 1, 2020) calendar year beginning after

your death.

• If distribution of your account commenced in installment payments prior to

January 1, 2002, your beneficiary will continue receiving installment

payments for the remainder of the payment period, or your beneficiary may

elect a lump sum distribution at any time.

CLAIMS PROCEDURE

If you believe you are entitled to receive a benefit under the Plan, you must file a

claim in writing on the form and in the manner required by the Plan Administrator.

Your claim must be submitted within one year beginning on: (i) in the case of any

separate account balance or transaction information, the date on which such

information, as recorded for the separate account by the Plan, was first made

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

available to you, (ii) in the case of any single payment, or series of payments, the

date on which the single payment, or the first of the series of payments, was

made, or (iii) for all other claims, the date on which the action complained or

grieved of occurred.

If a claim for benefits is denied, in whole or in part, the Plan Administrator will

issue a notice of the adverse benefit determination to you. The notice will be

issued to you within a reasonable period of time but in no event later than 90 days

from the date the claim for benefits was filed. The notice will be written in a

manner to be understood by you and will include the following:

1. The specific reason or reasons for the adverse benefit determination.

2. The specific Plan provisions on which the adverse benefit determination is

based.

3. A description of any further material or information which is necessary for

you to perfect (complete) your claim and an explanation of why the material

or information is needed.

4. An explanation of the Plan's claim review procedure and time limits

applicable to the Plan's claim review procedures, including a statement of

your right to bring a civil action under Section 502(a) of the Employee

Retirement Income Security Act of 1974 following an adverse benefit

determination on review.

You or your duly authorized representative may submit to the Plan Administrator

a written request for review of an adverse benefit determination within 60 days

of the receipt of the notice of adverse benefit determination. Your request must

contain the following information:

1. The date on which your request was filed with the Plan Administrator

(although the actual date of filing will govern the timeliness of the request).

2. The specific portions of the adverse benefit determination that you request

the Plan Administrator to review.

3. A statement by you setting forth the basis upon which you believe the Plan

Administrator should reverse the previous adverse benefit determination

and accept your claim as made.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

4. Any written material (offered as exhibits) which you desire the Plan

Administrator to examine in its consideration of your position.

You or your authorized representative may (i) submit written comments,

documents, records and other information relating to your claim for benefits, (ii)

review pertinent documents, and (iii) upon request in the manner and form

required by the Plan Administrator and free of charge, be provided reasonable

access to, and copies of, all documents, records, and other information relevant

to your claim for benefits.

The review by the Plan Administrator will take into account all comments,

documents, records and other information submitted by you relating to the claim,

without regard to whether the information was part of the initial benefit

determination. The Plan Administrator will provide a written decision on review

not later than 60 days after receipt of your written request for review, unless

special circumstances require an extension of the time for processing the appeal.

If an extension is needed, you will be provided with written notice of the extension

prior to the beginning of the extension. With the extension, the written notice on

review will be provided no later than 120 days after receipt of the request for

review of the adverse benefit determination. The decision on review will be

written in a manner to be understood by you, and, in the case of an adverse

benefit determination on review, will include the following information:

1. The specific reasons for the adverse benefit determination on review.

2. References to specific Plan provisions on which the decision is based.

3. A statement that you are entitled to receive, upon request and free of

charge, reasonable access to, and copies of, all documents, records and

other information relevant to your claim for benefits.

4. A statement that there is no voluntary appeal procedure offered by the

Plan.

5. A statement of your right to bring a civil action under Section 502(a) of the

Employee Retirement Income Security Act of 1974 following the adverse

benefit determination on review.

No civil action for benefits under the Plan may be brought unless you (i) timely

filed a written claim for benefits as described above, (ii) been notified by the

Plan Administrator that your claim has been denied, (iii) timely filed a request

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

for review of the claim, (iv) been notified of an adverse benefit determination on

review, and (v) filed the action within one year of the notice of adverse benefit

determination on review. Any proceeding arising out of or relating to the Plan

must be adjudicated in the federal courts for the Eastern District of Arkansas or

the courts of the State of Arkansas located in the district embraced by the

federal courts for the Eastern District of Arkansas.

OTHER IMPORTANT INFORMATION

Uniformed (Military) Service

Under the Uniformed Services Employment and Reemployment Rights Act

("USERRA"), you are entitled to a military leave of absence, with reinstatement

rights. Upon reinstatement, you will be allowed to make up any contribution

amounts that you may have been entitled to make, but did not make, during a

military leave of absence, subject to IRS and Plan contribution limits and timing

restrictions (make-up contributions are to be made within three times the length

of your covered military service (not to exceed five years)).

If you die while performing qualified military service, survivor benefits will include

any additional benefits (other than benefit accruals) that would have been

provided under the Plan had you returned to employment (immediately prior to

your death) and then terminated employment on account of death.

Nonalienation of Benefits

Your account under the Plan is generally not subject to the claims of creditors. In

addition, your account balance may not be assigned, sold, or used to secure a

loan other than a Plan loan. However, the Plan Administrator may be required by

law to recognize obligations you incur as a result of a state court domestic

relations order (see Qualified Domestic Relations Order below) and to permit

assignment in certain other situations (e.g., wrongdoing involving the Plan, offsets

for overpayments, and Federal tax levies).

Qualified Domestic Relations Orders

The division of marital property generally is governed by state domestic relations

law; however, any assignments of your benefit in the Plan must also comply with

ERISA and the Internal Revenue Code.

The Plan Administrator must honor a "qualified domestic relations order," which

is a decree or order issued by a court that obligates you to pay child support or

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

alimony, or otherwise allocates a portion of your assets in the Plan to your spouse,

former spouse, child, or other dependent that meets specific legal requirements.

The Plan Administrator will determine the qualified status of any domestic

relations order received.

An order may provide for payment to an alternate payee as soon as practicable

after the issuance of the qualified domestic relations order (QDRO) and receipt

and approval of the order as qualified by the Plan Administrator. Distribution

under these circumstances may occur whether or not the participant is eligible to

receive a distribution from the Plan.

Procedures for determining if an order is a qualified domestic relations order are

available to you, free of charge, at the Bank of America Merrill Lynch Benefits

OnLine website at www.benefits.ml.com

in the Document Library.

Your account will be charged a $600 qualified domestic relations order processing

fee.

No Employment Contract

The purpose of this Summary Plan Description and Prospectus is to provide you

with information about the benefits available under the Plan. The benefits

described are not conditions of employment, nor is the Summary Plan Description

and Prospectus intended to create an employment contract between you and the

Company. Nothing in this Summary Plan Description and Prospectus should be

interpreted as a limitation on your right or the Company's right to terminate your

employment at any time (subject to any applicable collective bargaining

agreement provisions).

No Guarantees Regarding Investment Performance

Neither the Company, the Plan Administrator, the Trustee, the Investment

Committee, nor anyone else guarantees any particular investment gain or

appreciation on your plan account or guarantees your plan account against

investment losses or depreciation.

Exclusive Benefit

The Company makes contributions to the Plan for the benefit of participants and

their beneficiaries, and all assets of the Plan are held for the exclusive benefit of

participants and their beneficiaries. A contribution, however, may be returned to

the Company in accordance with federal law if the Company makes a contribution

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

to the Plan on your behalf by mistake or if the Company cannot deduct a

contribution made to the Plan on its tax return.

Employment with Successor Company

Even though the Plan generally provides for distribution after severance from

employment with the Company (and all related companies), under certain

circumstances (e.g., a sale of the business in which you work), you may not be

eligible for a distribution until your employment terminates with the successor

company and any companies related to it.

No PBGC Insurance

Because the Plan assets are held in individual accounts and are never less than

the total benefits payable to participants, no insurance of benefits by the Pension

Benefit Guaranty Corporation under Title IV of the Employee Retirement Income

Security Act of 1974, as amended ("ERISA") is necessary or available. The Plan

is subject, however, to the applicable provisions of Title I of ERISA (protection of

employee benefit rights) and Title II of ERISA (amendments to the Internal

Revenue Code relating to retirement plans).

LESS THAN YOU EXPECTED – FORFEITURES ETC.

You may receive less than you expected from the Plan in the following

circumstances that may lead to a reduction, change, termination, forfeiture, or

suspension of benefits:

• a delay in filing a proper application on a timely basis. You generally should

request a distribution or withdrawal at least 30 days in advance of the

distribution date.

• amendment or termination of the Plan.

• termination of employment before becoming fully vested in your account.

• your benefit is the value of your Plan account and you assume the risk of

investment losses.

• your Plan account is subject to a variety of fees, including Plan

administration, Plan transaction and investment fund fees.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

• timing and manner (e.g., rollover) of withdrawals or distribution of your

Plan account including failing to defer receipt of your Plan account until

normal retirement age.

• calculation errors discovered by subsequent audit.

• assignment or attachment of your benefits by others in certain

circumstances (e.g., wrongdoing involving the Plan, offsets for

overpayments, and certain domestic relations orders).

• reaching the Internal Revenue Code limit on the annual contribution that

can be made to the Plan and other tax-qualified plans maintained by the

Company or the limit on annual pretax and Roth contributions ($19,500 for

2020; $26,000 if Catch-up contribution eligible in 2020).

• if you exceed the Internal Revenue Code annual pretax and Roth

contribution limit based on contributions to all plans in which you

participate, you have until March 1 of the year following the year in which

the excess is contributed to request in writing to the Plan Administrator to

have the excess returned to you.

• reaching the Internal Revenue Code limit on the amount of compensation

that may be considered under the Plan ($285,000 for 2020).

• if you are a highly compensated employee, your contributions may be

limited to satisfy IRS nondiscrimination rules.

• failure to keep the Plan Administrator advised of your current address so

that you may receive Plan information in a timely manner.

• if you cannot be located so as to receive your benefit, your benefit will be

forfeited (subject to restoration if you file a claim for the benefit).

• you do not make and/or appeal claims or file a civil action in accordance

with the Plan's strict time limits.

• benefits under the Plan are paid only if the Plan Administrator (or its

delegate) decides in its discretion that the applicant is entitled to benefits

under the Plan.

• any reduction, change, termination, forfeiture, or suspension of benefits

that is necessary to maintain the tax-qualified status of the Plan.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

• you may be required to be employed on a certain date (e.g., last day of the

plan year) to receive Company nonelective contributions based on the

provisions of your bargaining agreement as outlined in Appendix E.

• the tax laws governing the Plan change.

AMENDMENT AND TERMINATION OF THE PLAN

Windstream, the Plan Sponsor, intends to continue the Plan indefinitely but

reserves the right, at its sole discretion, to amend or terminate the Plan at any

time, by action of, or pursuant to authority of, the Board of Directors.

Amendments are made in writing.

If the Plan is terminated, all assets of the Plan remaining after payment of Plan

expenses belong to the participants in the Plan. Generally, Plan assets cannot

revert to the Company.

If the Plan should terminate, all benefits due to the participants would be paid

from the trust fund in accordance with federal law.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

GENERAL INFORMATION

STATEMENT OF ERISA RIGHTS

As a participant in this Plan you are entitled to certain rights and protections under

the Employee Retirement Income Security Act of 1974, as amended (ERISA).

ERISA provides that all plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

• Examine, without charge, at the Plan Administrator's office, all documents

governing the Plan, including insurance contracts and collective bargaining

agreements, and a copy of the latest annual report (Form 5500 Series) filed by

the Plan with the U.S. Department of Labor and available at the Public

Disclosure Room of the Employee Benefits Security Administration.

• Obtain, upon written request to the Plan Administrator, copies of documents

governing the operation of the Plan, including insurance contracts and collective

bargaining agreements, and copies of the latest annual report (Form 5500

Series) and updated summary Plan description. The Plan Administrator may

make a reasonable charge for the copies.

• Receive a summary of the Plan's annual financial report. The Plan Administrator

is required by law to furnish each participant with a copy of this summary

annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the

people who are responsible for the operation of the employee benefit plan. The

people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do

so prudently and in the interest of you and other participants and beneficiaries.

No one, including your employer, or any other person, may fire you or otherwise

discriminate against you because of exercising your rights under ERISA.

Enforce Your Rights

If your claim for a benefit is denied or ignored, in whole or in part, you have a

right to know why this was done, to obtain copies of documents relating to the

decision without charge, and to appeal any denial, all within certain time

schedules.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

Under ERISA, there are steps you can take to enforce the above rights. For

instance, if you request a copy of Plan documents or the latest annual report from

the Plan and do not receive them within 30 days, you may file a suit in federal

court. In such a case, the court may require the Plan Administrator to provide

the materials and pay you up to $110 a day until you receive the materials, unless

the materials were not sent because of reasons beyond the control of the

administrator. If you have a claim for benefits that is denied or ignored, in whole

or in part, you may file suit in a state or federal court. In addition, if you disagree

with the Plan's decision or lack thereof concerning the qualified status of a

domestic relations order, you may file suit in federal court. If it should happen

that the Plan fiduciaries misuse the Plan's money or if you are discriminated

against for asserting your rights, you may seek assistance from the U.S.

Department of Labor, or you may file suit in federal court. The court will decide

who should pay court costs and legal fees. If you are successful, the court may

order the person you have sued to pay court costs and legal fees. If you lose, the

court may order you to pay these costs and fees (for example, if it finds your

claim is frivolous).

Assistance With Your Questions

If you have any questions about your Plan, you should contact the Plan

Administrator. If you have questions about this statement or your rights under

ERISA, or if you need assistance in obtaining documents from the Plan

Administrator, you should contact the nearest area office of the Employee Benefits

Security Administration, U.S. Department of Labor (listed in your telephone

directory) or the Division of Technical Assistance and Inquiries, Employee Benefits

Security Administration, U.S. Department of Labor, 200 Constitution Avenue

N.W., Washington, DC 20210. You may also obtain certain publications about

your rights and responsibilities under ERISA by calling the publications hotline of

the Employee Benefits Security Administration.

FEDERAL INCOME TAX DISCLOSURE

The discussion of federal income tax consequences that follows is included for

general information only and reflects the provisions of the Internal Revenue Code

as in effect as of January 1, 2020 (the "Code"). The discussion does not describe

all relevant tax matters (such as state and local income and inheritance taxes and

federal estate and gift taxes) that should be considered in connection with

participation in the Plan and does not completely describe all provisions associated

with the tax matters discussed. Accordingly, you are advised to consult a personal

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

tax adviser for tax planning relevant to the Plan and are further advised not to

rely exclusively on the discussion that follows.

The Plan is intended to qualify as a plan described in Sections 401(a) and 401(k)

of the Code and the Trust is intended to be exempt from taxation under Section

501(a) of the Code. On this basis, Windstream believes that the operation of the

Plan should result in the following treatment for federal income tax purposes.

Contributions

Pretax contributions, pretax Catch-up contributions, Company contributions (i.e.,

Company matching contributions and Company nonelective contributions) and

rollover contributions made to the Plan, and any earnings or appreciation thereon,

are not subject to federal income taxation until they are paid by the Plan to you.

Pretax contributions and pretax Catch-up contributions are subject to Social

Security (FICA) withholding. In addition, some states, cities, and counties may

impose taxes on pretax contributions and pretax Catch-up contributions. The

amounts you contribute to the Plan as Roth contributions or Roth Catch-up

contributions are made on an after-tax basis.

Certain individuals may be eligible for a tax credit for the amount of pretax and

Roth contributions and pretax and Roth Catch-up contributions made to the Plan

that do not exceed $2,000 (for 2020) or $4,000 (for 2020 if married filing jointly).

Distributions

Distributions of Roth contributions and Roth Catch-up contributions and any

associated investment earnings are tax-free if the distribution is made both on or

after the fifth anniversary of the first day of the tax year of your first Roth

contribution to the Plan and you are at least 59½ years of age.

Distributions from all accounts other than your Roth sub-account generally will be

subject to federal income taxation in the year they are paid to you or your

beneficiary. You may be required to pay a 10% additional tax on taxable Plan

distributions made before you attain age 59½; unless the distribution is

• rolled over into an eligible retirement plan (e.g., another qualified

retirement plan or an IRA),

• made after separation from service if you will be at least age 55 in the year

of the separation,

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

• made on account of your death or termination due to disability,

• made while employed after reaching age 59½,

• attributable to a distribution of certain employer stock dividends(,

• made for payments up to the amount of your deductible medical expenses,

• a qualified birth or adoption distribution,

• made to an alternate payee under a qualified domestic relations order, or

• paid in equal installments over your life or life expectancy or the lives or

life expectancies of you and your beneficiary.

If you directly roll over all or any portion of a taxable distribution to an eligible

retirement plan (e.g., an IRA or another qualified retirement plan), you may avoid

the 10% additional tax and defer taxation of the amounts rolled over until such

amounts are distributed from the eligible retirement plan. (See "Income Tax

Withholding" below).

Note that these tax rules apply to in-service withdrawals as well as distributions

upon termination of employment.

Distributions of after-tax contributions (excluding any earnings) are generally not

subject to federal income tax, because such contributions were made from your

Plan compensation on an after-tax basis.

See "Rollovers to Roth IRAs" above for information regarding Federal income tax

consequences for rollovers to Roth IRAs.

Born on or Before January 1, 1936

If you were born on or before January 1, 1936, and receive a lump sum

distribution that you do not roll over, special rules for calculating the amount of

the tax on the payment might apply to you. For more information, see IRS

Publication 575, Pension and Annuity Income.

Net Unrealized Appreciation

If a lump sum distribution includes Windstream Common Stock or a distribution

includes Windstream Common Stock that is attributable to employee "after-tax"

contributions, the appreciation (i.e., the excess of fair market value on the date

of distribution over its cost) is not taxed at the time of distribution. Upon later

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

sale, the appreciation is taxed as long term capital gain. Any subsequent

appreciation is taxed at short term or long term capital gain rates, depending upon

your personal holding period of the Windstream Common Stock. Please note that

if you elect to make a direct rollover, you will not be entitled to take advantage of

the net unrealized appreciation rules.

Special Rules for Distributions of After-Tax Contributions

After-tax contributions that are distributed are not taxed. If you take a partial

distribution of your benefit, an allocable portion of your after-tax contributions is

generally included in the distribution. If you have pre-1987 after-tax contributions

maintained in a separate account, a special rule may apply to determine whether

after-tax contributions are included in the distribution and, if so, the amount

thereof.

Income Tax Withholding

The Plan's trustee is required to withhold 20% of any "eligible rollover distribution"

paid to you unless you elect to have the trustee make a direct rollover of your

distribution to an eligible retirement plan (e.g., another qualified retirement plan,

IRA or Roth IRA). A distribution that is not an eligible rollover distribution is not

subject to the mandatory 20% withholding and may not be rolled over.

Any payment from the Plan is an eligible rollover distribution except the following:

• a distribution paid over your life or life expectancy or the joint lives or the

life expectancies of you and your beneficiary.

• a distribution paid over a specified period of 10 years or more.

• a distribution required due to attaining age 72 (70½ if you reach 70½

before January 1, 2020) or if later, severance from employment.

• a hardship distribution.

• attributable to a distribution of certain employer stock dividends.

If you request a distribution of your Windstream Stock Fund in the form of stock

rather than cash, your Windstream Common Stock will not be liquidated to pay

the withholding tax. However, the applicable taxes will be withheld from any cash

portion of the distribution.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

All non-eligible rollover distributions from the Plan are subject to federal income

tax withholding unless you elect otherwise. Voluntary withholding is available for

amounts rolled over to a Roth IRA (since pretax amounts rolled over to a Roth

IRA are taxable).

Company Taxation

Windstream will be allowed a tax deduction for Company contributions (i.e.,

Company matching contributions and Company nonelective contributions), pretax

contributions and Catch-up contributions made to the Plan to the extent the

contributions satisfy the requirements of the Code.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

PLAN DATA

Name of Plan: Windstream 401(k) Plan

Plan Sponsor and Primary Agent for Service of Legal Process:

Windstream Services, LLC

4001 Rodney Parham Rd.

Mailstop 1170 – B1F02 - 93

Little Rock, AR 72212

Windstream Services, LLC was known before February 28, 2015 as Windstream

Corporation.

Participants and beneficiaries may receive from the Plan Administrator, upon

written request, a complete list of employers participating in the Plan, information

as to whether a particular employer is a participating employer of the Plan, and,

if the employer is a participating employer, the employer's address.

Service of legal process may also be made upon the Plan Trustee or Plan

Administrator.

Trustee:

Bank of America, N.A.

1400 Merrill Lynch Drive

04-BSPRO

Pennington, NJ 08534

Plan Information may be obtained by writing to:

Windstream Benefits Committee

Windstream Services, LLC

4001 Rodney Parham Rd.

Mailstop 1170 – B1F02 - 93

Little Rock, AR 72212

Plan Administrator:

Windstream Benefits Committee

Windstream Services, LLC

4001 Rodney Parham Rd.

Mailstop 1170 – B1F02 - 93

Little Rock, AR 72212

Telephone: (501) 748-7000

Employer Identification Number: 20-0792300

Plan Identification Number: 009

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

Type of Plan: The Plan is a qualified plan under Section 401(a) of the Internal

Revenue Code, with a cash or deferred arrangement under Section 401(k) of the

Internal Revenue Code. The portion of the Plan other than the Windstream Stock

Fund is a profit sharing plan. The portion of the Plan that is the Windstream Stock

Fund is a stock bonus plan and an employee stock ownership plan. The Plan is a

defined contribution plan for purposes of ERISA. The Plan generally provides for

participant direction of investments and, where participant direction of

investments is provided, the Plan is intended to constitute an ERISA section

404(c) plan for purposes of ERISA.

Type of Administration: Administrative Services Agreement with the

Retirement Group at Bank of America Merrill Lynch

Funding Medium: Windstream 401(k) Plan Trust

PBGC Insurance: This Plan is not covered by the Pension Benefit Guaranty

Corporation since it is a defined contribution plan as defined by the Internal

Revenue Code and pertinent regulations.

Sources of Contributions of the Plan: Employer and Employees

Plan Year: January 1 - December 31

Normal Retirement Age: age 65

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

APPENDIX A

Description of Investments

(As of January 2, 2020)

Northern Trust Collective Aggregate Bond Index Fund - Lending (Tier M)

Ticker Symbol: NTGMT

The primary objective of the Northern Trust Collective Aggregate Bond Index

Fund, a collective fund for qualified plans, is to hold a portfolio representative of

the overall United States bond and debt market, as characterized by the Barclays

Capital Aggregate Index. The Fund seeks to provide the desired exposure using

quantitative techniques which maintain the portfolio's neutrality to the index by

monitoring a broad range of factors while avoiding illiquid securities and excessive

transaction costs. The Fund may also participate in securities lending.

Blackrock MSCI EAFE Equity Index Fund (Class M)

Ticker Symbol: BMSCT

This is an index fund that seeks to match the performance of the MSCI EAFE®

Index by investing in stocks that make up the index. The Morgan Stanley Capital

International (MSCI) EAFE® (Europe Australasia Far East) Index is comprised of

approximately 1,000 foreign stocks representing established companies in

developed countries across Western Europe and the Pacific Rim. Investing in

foreign markets may offer additional diversification benefits to an investment

portfolio. Diversification increases the chances that one investment's strong

performance will offset another investment's poor performance. This fund is

intended for long-term investors seeking to capture the earnings and growth

potential of established companies in developed countries throughout Western

Europe and the Pacific Rim.

Blackrock Core Bond Portfolio (Class I)

Ticker Symbol: BFMCX

The investment seeks to maximize total return, consistent with income generation

and prudent investment management. The fund normally invests at least 80% of

its assets in bonds and maintains an average portfolio duration that is within

±20% of the duration of the benchmark. The management selects bonds from

several sectors including: U.S. treasuries and agency securities, commercial and

residential mortgage-backed securities, CMOs, asset-backed securities and

corporate bonds. The fund may invest up to 25% of its assets in assets of foreign

issuers, of which 10% (as a percentage of the fund's assets) may be invested in

emerging markets issuers.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

Loomis Sayles High Income Fund (Class Y)

Ticker Symbol: NEHYX

The investment seeks high current income plus the opportunity for capital

appreciation to produce a high total return. The fund invests at least 65% of its

assets in below investment grade fixed-income securities. It normally invests at

least 65% of its assets in U.S. corporate or U.S. dollar-denominated foreign fixed-

income securities. The fund may also invest up to 20% of its assets in foreign

currency-denominated fixed-income securities, including those in emerging

markets and related currency hedging transactions. It may also invest in

structured notes, zero-coupon securities, pay-in-kind securities, Rule 144A

securities, futures and swaps.

1,2

Vanguard Institutional Index Institutional Plus Shares Fund

Ticker Symbol: VIIIX

The investment seeks to track the performance of a benchmark index that

measures the investment return of large-capitalization stocks. The fund employs

an indexing investment approach designed to track the performance of the

Standard & Poor's 500 Index, a widely recognized benchmark of U.S. stock market

performance that is dominated by the stocks of large U.S. companies. It attempts

to replicate the target index by investing all, or substantially all, of its assets in

the stocks that make up the index, holding each stock in approximately the same

proportion as its weighting in the index.

American Funds EuroPacific Growth Fund (Class R6)

Ticker Symbol: RERGX

The investment seeks long-term growth of capital. The fund invests primarily in

common stocks of issuers in Europe and the Pacific Basin that the investment

adviser believes have the potential for growth. Growth stocks are stocks that the

investment adviser believes have the potential for above-average capital

appreciation. It normally invests at least 80% of its net assets in securities of

issuers in Europe and the Pacific Basin. The fund may invest a portion of its assets

in common stocks and other securities of companies in emerging markets.

Deutsche Real Estate Securities Fund (Class I)

Ticker Symbol: RRRRX

The investment seeks long-term capital appreciation and current income. The fund

will invest at least 80% of its net assets, plus the amount of any borrowing for

investment purposes (calculated at the time of any investment), in equity

securities of real estate investment trusts (REITs) and real estate companies. It

may also invest a portion of its assets in other types of securities. These securities

may include short-term securities, bonds, notes, securities of companies not

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

principally engaged in the real estate industry and other similar securities. The

fund is non-diversified.

Windstream Stock Fund

Ticker Symbol: WIN

The Windstream Stock Fund is closed to additional contributions or transfers into

the fund, but open for transfers out of the fund. The Windstream Stock Fund gives

you the opportunity to share in the ownership of Windstream Holdings, Inc. This

option is a single stock investment. As there are no other forms or types of

investments in this option, the value of the stock stands on its own and generally

carries more risk than do the mutual funds offered through the Plan.

The Windstream Stock Fund is administered on the basis of “share accounting,”

which means that participant holdings in the fund are reflected in terms of the

underlying securities (i.e., exchanges with respect to the fund are made through

sales of the shares of the Windstream Common Stock).

The Trustee passes through to you the voting, tender, and similar rights with

respect to your proportional interest in the shares of Windstream Common Stock

held in the Windstream Stock Fund. Except as required by law, the Trustee will

not vote or tender shares of Windstream Common Stock for which it does not

receive your timely direction.

See Appendix B of this Summary Plan Description and Prospectus for additional

disclosure regarding the Windstream Stock Fund.

BlackRock Extended Equity Market Fund (Class K)

Ticker Symbol: BEEMT

This is an index fund that seeks to match the performance of the Dow Jones U.S.

Completion Total Stock Market Index by investing in a diversified sample of the

stocks that make up the Index. The Dow Jones U.S. Completion Total Stock Market

Index is comprised of the stocks of all small and medium US companies with

readily available price data that are not included in the S&P 500® Index. Investing

in a broad-capitalization portfolio is an efficient way to participate in the earnings

and growth potential of small and medium-sized US companies. Because of their

growth potential, these companies can offer higher returns than investing in more

established companies. However, with this growth potential comes a higher risk

level.

Dodge & Cox Stock Fund

Ticker Symbol: DODGX

This investment seeks long-term growth of principal and income; a secondary

objective is to achieve a reasonable current income. The fund invests primarily in

a diversified portfolio of equity securities. It will invest at least 80% of its total

assets in equity securities, including common stocks, preferred stocks, securities

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

convertible into common stocks, and securities that carry the right to buy common

stocks. The fund may invest up to 20% of its total assets in U.S. dollar

denominated securities of non-U.S. issuers traded in the United States that are

not in the S&P 500.

FIAM Small Mid Cap Core Commingled Pool

Ticker Symbol: N/A

The FIAM Small/Mid Cap Core strategy seeks to provide 4.0% annualized excess

return relative to the Russell 2500 over a full market cycle. The portfolio is

constructed to ensure that active return is primarily generated through stock

selection.

T. Rowe Price Blue Chip Growth Fund (I)

Ticker Symbol: TBCIX

The investment seeks long-term capital growth; income is a secondary objective.

The fund will normally invest at last 80% of its net assets (including any

borrowings for investment purposes) in the common stocks of large and medium-

sized blue chip growth companies. It focuses on companies with leading market

positions, seasoned management, and strong financial fundamentals. The fund

may sell securities for a variety of reasons, such as to secure gains, limit losses,

or redeploy assets into more promising opportunities.

Vanguard Federal Money Market Fund (Investor Class)

Ticker Symbol: VMFXX

The investment seeks maximum current income consistent with liquidity and the

maintenance of a portfolio of high quality short-term money market securities.

The fund invests in a diversified portfolio of U.S. dollar denominated money

market securities. These securities consist primarily of short-term U.S.

government securities, U.S. government agency securities, and securities issued

by U.S. government sponsored enterprises and U.S. government

instrumentalities, commercial paper, repurchase agreements and variable and

floating rate obligations. The fund's dollar-weighted average maturity will be 60

days or less.

Vanguard Target Retirement Date Trusts

Each Vanguard Target Retirement Date Trust is designed to provide an investment

portfolio for investors who would rather use asset allocations developed by

Vanguard than try to build their own retirement investment portfolios. The Trusts

are constructed based on Vanguard’s investment experience that, over the long

term, stocks generally provide greater growth opportunities and greater risk than

bonds, and bonds generally provide more income and lower volatility than stocks.

The year in the Trust name refers to the approximate year (the target date) when

an investor in the Trust would attain the age of 65. The year-specific Target

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

Retirement Date Trusts strive to produce more income and lower volatility as the

target year approaches.

Once you determine your expected retirement year, you can consider choosing a

Target Retirement Date Trust close to that date. As the target year approaches,

the Trusts’ asset allocations begin to shift their emphasis away from stocks and

towards bond investments to help provide more income and help reduce volatility.

The Target Retirement Income Trust is intended for investors currently in

retirement, and its asset allocation is expected to remain stable over time.

The Vanguard Target Retirement Date Trusts are designed to provide you with a

single fund whose asset allocation changes over time and becomes more

conservative as you approach retirement, meaning that the percentage of assets

allocated to stocks will decrease while the percentage of assets allocated to bonds

and other fixed income investments will increase.

The Vanguard Target Retirement Date Trusts’ investments seek to provide capital

appreciation and current income consistent with its current asset allocation. At

any given time, the trusts’ asset allocation may be affected by a variety of factors,

such as whether the underlying funds are accepting additional investments. The

trusts’ indirect stock holdings are a diversified mix of U.S. and foreign large-, mid-

, and small-capitalization stocks.

Footnotes

Non-investment grade debt securities, commonly referred to as high yield or junk

bonds, may be subject to greater market fluctuations and risk of loss of income

and principal than securities in higher rating categories.

Investment in foreign securities involves special risks, including foreign currency

risk and the possibility of substantial volatility due to adverse political, economic

or other developments. These risks are magnified for investments made in

emerging markets.

PersonalManager

PersonalManager is a managed account offered through Advice Access.

PersonalManager uses a computer model and portfolios constructed by an

independent financial expert, plus participant data, to create and manage a

personalized account for each participant. The independent financial expert

constructs these portfolios from the menu of investment alternatives made

available in the Plan. PersonalManager is an investment management service

with respect to which a fiduciary, applying generally accepted investment

theories, allocates the assets of a participant's individual account seeking to

achieve varying degrees of long-term appreciation and capital preservation

through a mix of equity and fixed income exposures, offered through investment

alternatives made available in the Plan, based on the Participant's age, target

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective January 1, 2020

retirement date (such as normal retirement age under the Plan), life expectancy

and personal data (i.e., savings rate and salary). Such portfolios are diversified

so as to minimize the risk of large losses and change their asset allocations and

associated risk levels for an individual account over time with the objective of

becoming more conservative (i.e., decreasing risk of losses) with increasing age.

In the event that a participant does not provide necessary data (such as salary

and savings rate after employment terminates), PersonalManager will retain the

participant's current portfolio allocation for one year and then age alone will be

used by PersonalManager to manage the participant's account.

PersonalManager will allocate the participant's Accounts among investment

alternatives made available in the Plan. As such, the specific fees and expenses

incurred by the participant defaulted into PersonalManager will be based on the

underlying investments. For instance, PersonalManager may allocate to various

mutual funds, which may have differing investment management fees (referred

to as an "expense ratio"). The portion of each investment that makes up part of

a participant's portfolio managed by PersonalManager and the expense ratio for

each investment may periodically change. However, the current expense ratios

for the mutual funds a participant may be invested in through PersonalManager

can be found online at www.benefits.ml.com, by referring to your quarterly

statements or by checking the individual prospectuses delivered to you.

Qualified Default Investment Alternative

The Vanguard Target Retirement Date Trust that is closest to your retirement date

(assuming retirement at age 65)

is the default investment fund under the Plan

and is intended to be a qualified default investment alternative (QDIA). The

PersonalManager is also a QDIA for amounts that were defaulted into the

PersonalManager on or before April 2, 2013. Since you are able to choose how

your Accounts are invested including whether your Accounts are invested in the

Vanguard Target Retirement Date Trust, the Plan's fiduciaries may be relieved of

liability for any losses that are the direct and necessary result of the investment

decisions (including any default investment decision) you make.

Circumstances under which your Accounts may be invested in the Vanguard

Target Retirement Date Trust (i.e., the Plan's qualified default investment

alternative) include the following:

1. Existing Balances. You may have affirmatively elected or elected by default to

have all or a portion of your Accounts currently invested in the qualified default

investment alternative.

2. Affirmative Investment Election. You may have your future contributions or

Accounts invested in the qualified default investment alternative in accordance

with your affirmative investment election.

Windstream 401(k) Plan

For Bargaining Employees,

Except Bargaining Employees of CWA 7470

Revised effective as of January 1, 2020

3. Default Investment Election. In the unlikely event a contribution or investment

is made on your behalf, but you have not made an investment election, the

amount will be invested in the qualified default investment alternative. (The Plan

is designed to give you the right to direct the investment of your contributions

and Accounts; so, it is unlikely that a default election will occur.)

You can transfer amounts invested in the qualified default investment alternative

to other investment options under the Plan, without penalty, at any time.