Exhibit (10)(l)(4)





Exhibit
(10)(l)(4)


 


AMENDMENT NO. 3


TO


ALLTEL CORPORATION
PROFIT-SHARING PLAN


(January 1, 2002
Restatement)


 


WHEREAS, ALLTEL Corporation (the “Company”) maintains
the ALLTEL Corporation Profit-Sharing Plan, as amended and restated effective
January 1, 2002, and as subsequently amended, (the “Plan”); and


 


WHEREAS, the Company desires further to amend the
Plan;


 


NOW, THEREFORE, the Company hereby amends the Plan,
effective for calendar months beginning after July, 2003, in the respects
hereinafter set forth.


 


1.  Section
1.23 of the Plan is amended to provide as follows:


 


1.23         Investment
Fund A ALLTEL Stock Midpoint


 


25%.


 


2.  Section
1.24 of the Plan is amended to provide as follows:


 


1.24         Investment
Fund A ALLTEL Stock Range


 


A percentage range from 20% to 30% (inclusive of the
endpoints).


 


3.  Section
11.01 of the Plan is amended to provide as follows:


 


11.01       Composition of Trust Fund


 


All amounts contributed to the Plan, as increased or
decreased by income, expenditure, appreciation and depreciation, shall constitute
a single fund known as the Trust Fund. 
The Trust Fund shall be invested in an Investment Fund A and a
Guaranteed Principal Investment Fund in accordance with the following:


 


(a)           The assets
of Investment Fund A shall be invested in accordance with the provisions of the
Trust Agreement, except that notwithstanding the provisions of the Trust
Agreement:


 


(1)           The annual
Employer Contribution to the Plan allocable to Investment Fund A shall be
invested initially in the Short-Term Investment Fund (as described in the
Trust Agreement and the Trust Agreement for ALLTEL Corporation Master Trust)
and thereafter shall be subject to transfer to or from any other investment
fund(s) as provided herein and in the Trust


 

















 


Agreement and the Trust Agreement for
ALLTEL Corporation Master Trust.


 


(2)           Assets of
Investment Fund A shall be invested in the ALLTEL Corporation Common Stock Fund
(as described in the Trust Agreement and the Trust Agreement for ALLTEL
Corporation Master Trust) (the “ALLTEL Stock Fund”) as provided herein and in
the Trust Agreement and the Trust Agreement for ALLTEL Corporation Master
Trust.  All dividends, distributions,
and proceeds with respect to assets invested in the ALLTEL Stock Fund shall be
allocated to the ALLTEL Stock Fund.  The
investment of assets of Investment Fund A in the ALLTEL Stock Fund shall not be
reduced by the charging of payments (including administrative expenses) and
disbursements from the Trust to the ALLTEL Stock Fund, except:  (A) payment of the cost of acquisition, sale
or exchange (including brokerage costs) of any security or other property held
in the ALLTEL Stock Fund shall be charged to the ALLTEL Stock Fund; and (B) to
the extent that the Pension Investment Committee determines that current
payments (including administrative expenses) and disbursements from the Trust
allocable to Investment Fund A will exceed the amount of assets of Investment
Fund A that are not invested in the ALLTEL Stock Fund.


 


(3)           Investment allocation(s)
of assets of Investment Fund A shall be made from the ALLTEL Stock Fund to any
other investment fund(s) or from any other investment fund(s) to the ALLTEL
Stock Fund as follows and only as follows: 
As of the last day of each calendar month (the “Monthly Valuation
Date”), the Trustee shall determine the percentage that the value of the assets
of Investment Fund A invested in the ALLTEL Stock Fund as of that Monthly
Valuation Date is of the value of the total assets of Investment Fund A as of
that Monthly Valuation Date (the “Monthly Percentage”).  If the Monthly Percentage is less than the
Investment Fund A ALLTEL Stock Range as of the Monthly Valuation Date, the
Trustee shall transfer assets to the ALLTEL Stock Fund from another investment
fund  (or investment funds), as provided
in the Trust Agreement and the Trust Agreement for ALLTEL Corporation Master
Trust, in an amount sufficient to cause the percentage that the value of the
assets of Investment Fund A invested in the ALLTEL Stock Fund is to the value
of the total assets of Investment Fund A to be approximately the Investment
Fund A ALLTEL Stock 


 


Midpoint, based on the asset values of that Monthly Valuation Date. If
the Monthly Percentage is more than the Investment Fund A ALLTEL Stock Range as
of the Monthly Valuation Date, the Trustee shall transfer assets from the
ALLTEL Stock


 


2

















 


Fund to another investment fund (or investment funds), as provided in
the Trust Agreement and the Trust Agreement for ALLTEL Corporation Master
Trust, in an amount sufficient to cause the percentage that the value of the
assets of Investment Fund A invested in the ALLTEL Stock Fund is to the value
of the total assets of Investment Fund A to be approximately the Investment
Fund A ALLTEL Stock Midpoint, based on the asset values as of that Monthly
Valuation Date.  Any transfer of assets
by the Trustee occasioned by the application of this paragraph shall be subject
to any limitation(s) set forth in the Trust Agreement and the Trust Agreement
for ALLTEL Corporation Master Trust.


 


Notwithstanding the
foregoing, the investment of assets in Investment Fund A shall be subject to
limitations under ERISA and Section 401(a) of the Code and regulations issued
thereunder.


 


(b)           The assets
of the Guaranteed Principal Investment Fund shall be invested in accordance
with the Trust Agreement, except that notwithstanding the provisions of the
Trust Agreement the assets of the Guaranteed Principal Fund shall be invested
(directly or indirectly) in certificates of deposits, time deposit accounts,
money market funds, guaranteed investment contracts or similar investments
designed to protect the principal invested therein.


 


The interest of each Participant or Beneficiary under the
Plan in Investment Fund A or in the Guaranteed Principal Investment Fund, as
applicable, shall be an undivided interest.


 


IN WITNESS
WHEREOF, the Company, by its duly authorized officer, has caused this Amendment
to be executed on this 29th day of July 2003.


 


	
   

  	
  ALLTEL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott T. Ford

  
	
   

  	
   

  	
  Title:

  	
  President & CEO

  



 


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