AMENDMENT NO





Exhibit
(10)(k)(8)


AMENDMENT NO. 8


TO


ALLTEL CORPORATION
PENSION PLAN


(January 1, 2001
Restatement)


 


WHEREAS, the Company maintains the ALLTEL Corporation
Pension Plan, as amended and restated effective as of January 1, 2001, and
as subsequently amended (the “ Plan”); and


 


WHEREAS, the Company desires further to amend the
Plan;


 


NOW THEREFORE, BE IT RESOLVED, that the Company hereby
amends the Plan, effective as set forth herein, in the respects hereinafter set
forth:


 


Effective February 7, 2004, a new Section 2.4 is added
to the end of Article II of Appendix OO to Section 13.38 of the Plan to provide
as follows:


 


2.4           Cessation
of New, Rehire, and Change in Employment Status Participation  Notwithstanding any other provision of the
Plan, the following shall apply:


 


(a)  An individual who on February 7, 2004 has
never been an employee covered under this Appendix OO shall not become an
Employee or a participant under this Appendix OO and shall not accrue any
benefit under this Appendix OO.


 


(b)  An individual who on February 7, 2004 has
been an employee covered under this Appendix OO and has never been an employee
covered by a collective bargaining agreement providing coverage under this
Appendix OO shall not become an Employee covered by a collective bargaining
agreement providing for coverage under this Appendix OO (and subsection (v) of
paragraph (b) of Section 8.2 of this Appendix OO shall not apply to the
individual).


 


(c)  An individual who on February 7, 2004 has
been an employee covered by a collective bargaining agreement providing
coverage under this Appendix OO, and who on February 7, 2004 is not employed by
a Control Group Affiliate shall not be after February 7, 2004 an Employee
covered by a collective bargaining agreement providing for coverage under this
Appendix OO and shall not after February 7, 2004 accrue any benefit under this
Appendix OO except to the extent, if any, as provided in Article VIII of this
Appendix OO.  An individual described in
the immediately preceding sentence (who on February 7, 2004 has been an
employee covered by a collective bargaining agreement providing coverage under
this Appendix OO, and who on February 7, 2004 is not employed by a Control
Group Affiliate) who after February 7, 2004 is reemployed by a Control Group
Affiliate shall be deemed to have a Change in Employment Status on the date the
individual is reemployed by the Control Group Affiliate and shall be deemed to
have subparagraph (I) of paragraph (2) of subsection (d) of Section 1.01


 

















 


of
the Plan applied to the individual, but with the date the individual is
reemployed by the Control Group Affiliate replacing January 1, 2003
therein.  The immediately preceding
sentence shall not be interpreted to cause the provisions of Article VIII of
this Appendix OO, including Section 8.2 of this Appendix OO, to apply to anyone
other than those individuals to whom it applied prior to February 7, 2004.


 


(d)  An individual who on February 7, 2004 has
been an employee covered by a collective bargaining agreement providing for coverage
under this Appendix OO, who on February 7, 2004 is employed by a Control Group
Affiliate, and who on February 7, 2004 is not an employee covered by a
collective bargaining agreement providing for coverage under this Appendix OO
shall not be after February 7, 2004 an Employee covered by a collective
bargaining agreement providing for coverage under this Appendix OO and shall
not after February 7, 2004 accrue any benefit under this Appendix OO as an
Employee covered by a collective bargaining agreement providing for coverage
under this Appendix OO.  Subparagraph
(H) of paragraph (2) of subsection (d) of Section 1.01 of the Plan, however,
shall continue to apply to an individual described in the immediately preceding
sentence (who on February 7, 2004 has been an employee covered by a collective
bargaining agreement providing for coverage under this Appendix OO, who on
February 7, 2004 is employed by a Control Group Affiliate, and who on February
7, 2004 is not an employee covered by a collective bargaining agreement
providing for coverage under this Appendix OO).


 


IN WITNESS WHEREOF, the Company, by its duly
authorized officer, has caused this Amendment No. 8 to ALLTEL Corporation
Pension Plan (January 1, 2001 Restatement) to be executed on this 7th day of
February, 2004.


 


	
   

  	
  ALLTEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott T. Ford

  
	
   

  	
   

  	
  Title:

  	
  President & CEO