D&E Communications, Inc. Enters Into Definitive Merger Agreement With Windstream Corporation

EPHRATA, PA, May 11 (MARKET WIRE) --
D&E Communications, Inc. (NASDAQ: DECC) today announced that it has
entered into a definitive merger agreement to be acquired by Windstream
Corporation in a transaction valued at approximately $330 million.

Under the terms of the agreement, each share of common stock, par value
$0.16 per share, of D&E, issued and outstanding immediately prior to the
effective time of the merger, will be converted into and become
exchangeable for (i) 0.650 shares of common stock of Windstream and (ii)
$5.00 in cash. Based on the closing price of Windstream stock on May 8,
2009 of $9.05, the consideration to be received by D&E shareholders is
valued at $10.88 per share. This represents a premium of approximately 61%
over D&E's closing share price on May 8, 2009 of $6.75, the last trading
day prior to today's announcement and a premium of approximately 88% over
D&E's average closing share price during the past thirty calendar days. In
addition, based on the exchange ratio of 0.650 shares of Windstream stock
for every share of D&E Communications, D&E shareholders will receive an
effective annual dividend of $0.65 per share, assuming a $1.00 annual
dividend of Windstream. This represents a 30% increase in dividend
payments to D&E shareholders.

"Our mission at D&E Communications has always been to serve our customers
and to grow an innovative and profitable company to drive shareholder
value. We take our responsibility to our shareholders very seriously.
After careful consideration our board of directors has determined that
this merger is in the best long-term interests of our shareholders,
customers and employees," said James W. Morozzi, President and Chief
Executive Officer of D&E Communications. "This merger combines
best-in-class products and services of two great integrated
communications providers. The result ensures a strong and vibrant company
that is well-positioned to serve our customers, shareholders and
employees today as well as in the future."

"D&E Communications is an exceptional, well-run company with a quality
network that is 100 percent broadband capable," said Jeff Gardner,
President and CEO of Windstream. "These properties significantly expand
our operations in Pennsylvania and provide the opportunity to grow cash
flow, reduce our dividend payout ratio and create value for shareholders
and customers."

The D&E Board of Directors has unanimously approved the definitive merger
agreement and will recommend to the D&E shareholders that they approve the
definitive merger agreement. The D&E Board of Directors has carefully
considered this offer with the assistance of D&E's management and D&E's
independent legal and financial advisors. After extensive analysis, the
D&E Board concluded that this transaction is in the best interest of D&E's
shareholders. The transaction, which is expected to close in the second
half of 2009, is subject to approval by D&E's shareholders, as well as
other customary closing conditions. There is no financing condition to the
transaction.

Credit Suisse Securities (USA) LLC is acting as financial advisor to D&E
in connection with the transaction and Barley Snyder LLC is acting as
legal advisor to D&E.

Additional information regarding the merger terms shall be set forth in
D&E's current report on Form 8-K regarding the transaction that will be
filed with the SEC, which should be reviewed carefully in conjunction with
this press release.

About D&E

D&E is an integrated communications provider offering high-speed data,
Internet access, local and long distance telephone, data, professional IT
services, network monitoring, security solutions and video services. Based
in Lancaster County, D&E has been serving communities in central
Pennsylvania for more than 100 years. For more information, visit
www.decommunications.com.

About Windstream

Windstream Corporation is an S&P 500 company that provides digital phone,
high-speed Internet and high-definition video and entertainment services
to residential and business customers in 16 states. The company has
approximately 3 million access lines and about $3.2 billion in annual
revenues. Windstream is ranked 4th in the 2009 Business Week 50 ranking of
the best performing U.S. companies. For more information about Windstream,
visit www.windstream.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning
of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations and beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. The forward-looking
statements contained in this document include statements concerning the
proposed transaction. These statements are not guarantees of future
performance, involve certain risks, uncertainties and assumptions that are
difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein. For example, if D&E does
not receive the required shareholder approval or fails to satisfy other
conditions to closing, the transaction may not be consummated. The
following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: risks
associated with uncertainty as to whether the transaction will be
completed, costs and potential litigation associated with the transaction,
the failure to obtain D&E's shareholder approval, the failure of either
party to meet the closing conditions set forth in the merger agreement,
the extent and timing of regulatory approvals, changes in the extensive
governmental legislation and regulations governing telecommunications
providers and the provision of telecommunications services,
telecommunications carriers disputing and/or avoiding their obligations to
pay network access charges for use of D&E's network, high costs of
regulatory compliance, the competitive impact of legislation and
regulatory changes in the telecommunications industry and the other risk
factors discussed from time to time by the company in reports filed with
the Securities and Exchange Commission. We urge you to carefully consider
the risks which are described in D&E's Annual Report on Form 10-K for the
year ended December 31, 2008 and in D&E's other SEC filings. D&E is under
no obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements whether as a result of new
information, future events, or otherwise.

Additional Information and Where You Can Find It

In connection with the proposed merger, Windstream will file with the SEC
a registration statement on Form S-4 to register the shares of Windstream
common stock to be issued to the stockholders of D&E. The registration
statement will include a proxy statement/prospectus which will be sent to
the stockholders of D&E seeking their approval of the merger. Investors
and security holders of D&E are urged to read the proxy
statement/prospectus and any other relevant documents filed with the SEC
when they become available because they will contain important information
about D&E, Windstream and the proposed transaction. The proxy
statement/prospectus (when it becomes available) and any other documents
filed by D&E with the SEC may be obtained free of charge at the SEC's web
site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by D&E by
contacting D&E at http://www.decommunications.com/about/investors/.
Investors and security holders are urged to read the proxy
statement/prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to
the proposed transaction.

D&E and its directors, executive officers and certain other members of its
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from D&E's shareholders in
connection with the transaction. Information regarding the interests of
such directors and executive officers (which may be different than those
of D&E's shareholders generally) is included in D&E's proxy statements
and Annual Reports on Form 10-K, previously filed with the SEC, and
information concerning all of D&E's participants in the solicitation will
be included in the proxy statement relating to the proposed transaction
when it becomes available.

CONTACT:

David Moore
VP Business Development & Marketing
(717) 738-8174

Thomas E. Morell
Sr. Vice President, Chief Financial Officer
Secretary and Treasurer
(717) 738-8315

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