* FOOTER B containing document name is located here

AGREEMENT

between

STE/NE ACQUISITION CORP. d/b/a NORTHLAND TELEPHONE COMPANY OF VERMONT

and

LOCAL UNION 2326

of the

INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS

(AFL-CIO)

Effective: February 17, 2005

AGREEMENT

This Agreement made by and between Northland Telephone Company Vermont, Inc. its successors or assigns, by consolidation, merger, sale or transfer, (hereinafter called the "Company") and Local Union 2326 of the International Brotherhood of Electrical Workers affiliated with the American Federation of Labor - Congress of Industrial Organizations,(hereinafter called the "Union").

The parties recognize that the Company is of vital importance to the communities which it serves and the Company is engaged in a business which is highly competitive and undergoing substantial technological change which it must accommodate and adapt to; and

To promote harmonious relationships, the parties hereto desire to establish a standard of conditions and procedures under which the employees shall work for the Company during the term of this Agreement, to establish rational, systematic methods for the settling of disputes by peaceful means, and to provide for rates of pay, hours of work, and other conditions of employment for such employees.

This Agreement shall be subject to amendment at any time by mutual consent of the parties hereto. Such amendment shall be reduced to writing, state the effective date, and be excused and approved by the International Office of the Union in the same manner as is this Agreement.

In consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Union hereby agree as follows:

ARTICLE 1

UNION RECOGNITION

The Union having been certified by the National Labor Relations Board is recognized by the Company as the sole and exclusive bargaining representative with respect to rates of pay, hours, and other conditions of employment for all bargaining unit employees of the Company excluding all supervisory personnel; professional employees, including engineers; departmental secretaries and clerks performing confidential duties for the Employer; guards; and temporary employees.

NON DISCRIMINATION

It is the continuing policy of the Company and the Union that the provisions of this Agreement shall be applied to all covered employees without regard to race, color, creed, religion, age, national origin, sex, disability or Veteran status.

ARTICLE 2

DEDUCTION OF UNION DUES

2.1 The Company agrees to make weekly deductions (or biweekly deductions at such time that the company converts to biweekly payroll of Union dues (not including initiation fees or fines) for any employee submitting a signed payroll deduction authorization form to the Company and to pay over to the local Union on weekly the total amount thus deducted for all such employees.

2.2 Collection of Union dues by payroll deduction for any employee will proceed only on the basis of specific written authorization signed by the individual employee and delivered to the Company. Such written authorization shall be on a form fully acceptable to the Company and standardized for the duration of this Agreement to the extent that such form complies with any requirement under law. Authorizations will continue in effect only during such periods as this Agreement is in effect and the authorization remains unrevoked by the employee.

1. The Company will submit on a weekly report to the Union a listing of employees for which dues are being withheld or are not being withheld.

2.3 The Union, by written notice given to the Company, may terminate with respect to any employee the obligation and right of the Company to make such deductions. The Company shall give notice of such termination to the employee.

1. It is understood and agreed that neither the Company nor any of its officers, agents, or employees shall in any way be held liable or responsible for any loss resulting from such termination as a result of non payment of dues.

ARTICLE 3

DEFINITIONS

3.1 EMPLOYEE as used in this Agreement refers to the employees of the company whose status is hereafter defined.

3.2 FULL-TIME REGULAR EMPLOYEE is an employee, other than a temporary employee, who is engaged to perform work of at least thirty (30) hours per week, has complied with all of the Company's standards for employment, has completed the introductory period and has been accepted by the Company upon the completion of the introductory period.

3.3 PART-TIME EMPLOYEES are employees, other than temporary employees, engaged to perform work of less than thirty (30) hours per week. Employees so classified have indicated without limitation, their availability to work any hours during the week. Part‑time employees who have completed their introductory period and have been accepted by the Company at the end of the introductory period are eligible for prorated holidays, personal days and vacation time. Also included are differential pay, premium pay, applicable meals, overtime after eight (8) hours. Seniority rights for part‑time employees shall only be exercised among part‑time employees.

3.4 TEMPORARY EMPLOYEES are those employees who are hired with the understanding that their employment is of a limited duration. Temporary employees have the same rights as an Introductory Employee for the duration of their employment.

3.5 INTRODUCTORY EMPLOYEE is a person who has been employed by the Company with the intent of continued employment and shall be classed as an introductory employee for a ninety (90) day period or its work time equivalent (the Introductory Period.) The Introductory period for employees who fail to meet minimum job requirements or employment standards at the end of ninety (90) days may be extended by the Company for an additional ninety (90) days in the same classification or in a different job classification.

1. With the exceptions of the wage schedule, holiday pay and relief periods, Introductory employees shall have no other rights or privileges under the terms of the Agreement.

2. During the Introductory period; the right to transfer, terminate or dismiss an Introductory employee shall be vested in the Company and shall not be subject to grievance or arbitration procedure.

3.6 SUPERVISOR means any employee of the Company performing supervisory functions as defined and set forth in the Labor Management Relations Act of 1947.

3.7 DAY means the twenty‑four (24) hour period between 12:01 A.M. and the succeeding midnight.

3.8 HOLIDAY means the twenty‑four (24) hour period between 12:01 A.M. on the holiday, or the day otherwise recognized as the holiday and the succeeding midnight.

3.9 SCHEDULED TIME For the purposes of arranging and posting work schedules for normal hours, and for the purpose of determining overtime hours worked, no employee shall be scheduled on a formal basis to work more than eight (8) hours in any day, nor more than forty (40) hours in one (1) work week nor more than the equivalent of five (5) eight (8) hour tours in any five (5) days within a work week. Such scheduling shall constitute the normal work schedule and shall be known as the employee's scheduled work time.

3.10 STRAIGHT‑TIME RATE means the employee's basic hourly rate including applicable premium or differential pay, if any.

3.11 DIFFERENTIAL PAY means an additional payment made on an hourly basis for those hours actually worked between 8:00 P.M. and 7:00 A.M. and payment made to those employees for performing temporary supervisory duties.

3.12 PAYROLL WEEK ‑ The payroll week is a period of seven (7) consecutive days commencing at 12:01 A.M. on Sunday and ending at midnight on the following Saturday.

3.13 LAID OFF means release of an employee from active employment because of available work insufficient to continue the employee’s services.

3.14 LEAVE OF ABSENCE is an excused absence from work in accordance with the terms of this Agreement or pursuant to applicable law.

3.15 RESIGNED refers to an employee who discontinues employment with the Company by his own choice.

3.16 DISCHARGED refers to an employee who has been released by the Company for proper cause.

3.17 LUNCH PERIOD shall mean not less than one‑half (1/2) hour or more than one (1) hour close to the midpoint of each regular eight (8) hour schedule

3.18 TEMPORARY TRANSFER refers to an assignment of an employee to another position or reporting center on a non-permanent basis.

3.19 PERMANENT TRANSFER refers to an assignment of an employee to a new position.

3.20 PREMIUM PAY means a payment to an employee in addition to their regular rate of pay, made/on a daily basis for work actually performed on company observed holidays.

3.21 SERVICE DATE is the employment anniversary date recognized in computing accredited service.

3.22 ACCREDITED SERVICE shall mean the aggregate of the years and months of active employment in the service of the Company that is recognized for service purposes. Accredited service shall include all active employment for which a wage or salary was paid, such as paid vacation, holidays, and jury duty and time lost due to military service or through service in the Armed Forces, and any additional excused absent time or leave of absence time that has been specifically approved for service credit purposes in accordance with the policy, procedures or published statements established by the Company.

1. Except as otherwise provided in this agreement, time lost through absences from work by reason of accident, disability or illness shall be considered as active employment during the periods that benefits are paid under the Company's Benefits Plan.

2. Accredited service for part‑time employees shall be computed on a proportionate basis according to annual scheduled hours worked as related to the normal full time work year.

3. Time lost through absences for Union business as approved in accord with Article 17 of this Agreement shall be considered as active employment for the purpose of computing accredited service.

3.23 BRIDGING OF SERVICE With respect to re-engaged employees with accredited service of 2080 hours or more since reengagement, their accredited service shall be increased to include all previous periods of six (6) months or more of full‑time employment with the Company.

3.24 USE OF MALE GENDER Throughout this Agreement, the use of masculine pronouns shall be constructed as including both sexes and not as sex limitations.

3.25 BARGAINING UNIT Anytime the words "Bargaining unit" are used, it shall be interpreted to mean Local Union 2326 as it exists on August 1, 1994.

3.26 SURPLUS Shall be defined as an excess of employees in a job classification. The Union shall be notified in writing that such a condition exists.

3.27 CALL OUT is defined as a call of a regular employee to perform work during non-scheduled hours.

ARTICLE 4

TRANSFERS AND PROMOTIONS

4.1 The Company may, in its discretion, transfer employees within the bargaining unit between jobs, tours, departments, and exchanges in conformity with the requirements of providing cost effective and efficient telephone service to its customers.

4.2 Job Vacancies - When there are job vacancies, the company shall post notices of such job vacancies, which shall indicate the job classification, location, hours of work, job duties and minimum qualifications pertaining to the job. The posting of a job vacancy will not require the Company to fill the job from within the bargaining unit. The Company may at its discretion use tests to assist in the determination of an employee’s qualifications. The form content and all other aspects of the tests shall be within the Company's discretion and shall not be within or subject to the grievance and arbitration procedures of the Collective Bargaining Agreement.

1. Bids shall be accepted by the Company during a period of eight (8) days from the date of posting of the notice of the vacancy. Employees who do not apply for a position will have no right to consideration for the job unless the Company otherwise considers them qualified. A copy of the notice of vacancy will be furnished to the Union.

2. Employees who have bid on a job vacancy shall be notified of the Company's decision within thirty (30) calendar days of the initial posting. The employee awarded the job should be placed in that job within sixty (60) days after the job has been awarded.

3. Any employee who bids laterally will be restricted from bidding laterally again for a period of one (1) year from the date that the employee is awarded the position.

4.3 The right to select employees for positions of supervisory, professional or confidential nature, which positions are excluded from this Agreement, is reserved to the Company at its sole discretion. However, nothing in this Agreement shall be construed to prevent the Company from promoting to supervisory, professional or confidential capacities, employees of particular merit or those deserving of the promotion.

4.4 When an employee is selected to fill a job vacancy, the Company shall have the right to assess the employees job performance before determining that the employee is qualified to perform the job. When the Company determines that the employee is suitably qualified for a position, the employee will be notified in writing by his immediate supervisor. This qualifying period will not exceed six (6) months, unless mutually agreed to by the Union and the Company.

4.5 If it is determined that an employee is not qualified, that employee at the Company’s option may be transferred to a new position or returned to their former position.

1. When an employee is permanently reclassified to a lower work classification for any reason, such employee's rate of pay will be reduced to the applicable wage schedule for the new classification.

4.6 If the employee is asked by the Company to transfer within Vermont to another work location and the transfer from the former work location to the new work location is greater than thirty-five (35) miles, and the employee moves more than thirty-five (35) miles, he will be eligible to receive a relocation amount of $2,500.

ARTICLE 5

WORK SCHEDULES

5.1 THE CALENDAR WORK WEEK is a period of seven (7) consecutive days commencing at 12:01 a.m. Sunday and ending at midnight on the following Saturday.

1. All part-time employees may be formally scheduled on any day for the actual number of hours for which work performance is required; not, however, to exceed eight (8) hours.

2. A formally scheduled tour of duty shall be considered as falling on that calendar day in which the majority of the hours of the scheduled tour occur. If the scheduled hours are equally distributed between the two (2) calendar days, the first of such days shall be considered as the day for which the tour is scheduled.

3. The formal tour of duty shall consist of not more than eight consecutive (8) hours in any one day, exclusive of a meal period. Each tour will include one unpaid meal period of 1/2 to 1 hour and two paid 15 minute breaks.

ARTICLE 6

MISCELLANEOUS TIME OFF

6.1 BEREAVEMENT LEAVE - Regular and part‑time employees shall be granted excused time off with pay, based on making arrangements for, attending a funeral of, or because of compelling legal matters directly related to the death of a member of the immediate family or any other relative actually living in the home of the employee, as outlined below. Such excused time shall be compensated at the basic hourly rate for the formally scheduled work hours actually lost. This excused time shall normally only be applicable through a period starting with the day of death and including the day following the burial. The employee shall select the day or days he desires to be absent within this funeral period.

1. There shall be a maximum four (4) days excused absence for the death of an employee's spouse, child (including stepchild and adopted child) or parents.

2. There shall be a maximum of three (3) days excused absence for the death of an employee's parents‑in‑law, brother, sister, step‑brother, step sister, step‑parents, legal guardian, grandparents or any other relative actually living in the home of the employee.

3. There shall be one (1) day excused absence for the death of an employee's son‑in‑law daughter‑in‑law, grand‑parents‑in‑law, brother‑in‑law, sister‑in‑law, aunt, uncle, or grandchildren subject to the same conditions as stated in Section 1 above.

4. If a funeral period occurs during an employee's vacation or holiday time, such employee shall have the right to cancel that portion of their vacation or holiday time that coincides with the funeral period as outlined in Section 1 above. All canceled vacation or holiday time can be taken at a later time mutually agreeable between the employee and the Company, but may not be carried over to the following calendar year.

6.2 JURY DUTY - Any regular employee shall be paid at the basic wage rate less remuneration received from the court for excused time off from work because of jury duty. Employees engaged in jury duty shall, while temporarily excused from attendance in court, report for scheduled duties during regular tours.

1. The Company will reschedule employees serving on Jury Duty to an 8:00 a.m. to 5:00 p.m., Monday through Friday work tour if service requirements permit. No overtime will be paid those employees as a result of any schedule changes.

6.3 APPEARANCE BEFORE CONSTITUTED AUTHORITIES - Any employee shall be paid at the regular wage rate, plus applicable premiums and differentials, for excused time off from work because of appearances before constituted authorities on behalf of the Company.

6.4 MILITARY SERVICE - All regular employees subject to reinstatement, and who are actually reinstated under the Uniformed Services and Employment and Reemployment Right Act of 1994, shall be granted immediately all Accredited Service as of the date of entry into military service plus credit for all lawfully recognized time in military service as defined in the aforementioned acts.

1. Regular employees with accredited service of one (1) year who are drafted or enlist in the armed forces of the United States, will be paid the difference between their total military pay including allotments and special pay and their basic Company pay for a period of three (3) months.

2. Regular employees who are members of a component of the armed forces either federal reserve or state national guard units and who are required to perform annual field training, will receive the difference in pay between their total military pay including allotments and special pay and their basic Company pay. Such difference in pay will be made up only for absence from formally scheduled hours and with a maximum of eighty (80) hours in any calendar year. A statement must be provided by the employee's commanding officer certifying the total amount of time and total compensation including allotments and special pay received for the period of absence.

A. An example of the computation follows: An employee earns $200 per week (Company basic pay) = $40.00 per day;

He earns $320 (total Military Pay including all special pay and allotments) for 15 days of military duty. 15 days of military pay = $21.33 per day.