Exhibit (10)(e)(2)





Exhibit
(10)(e)(2)


 


ALLTEL CORPORATION


 


Resolutions of the Board of Directors

October 23, 2003


 


Re: 
Amendments to ALLTEL Corporation Supplemental Executive Retirement Plan


 


WHEREAS, ALLTEL
Corporation (“ALLTEL”) maintains the ALLTEL Corporation Supplemental Executive
Retirement Plan (First Restatement) (the “Restated SERP”); and


 


WHEREAS, the Board of Directors deems it
advisable to amend the Restated SERP in the manner set forth in these
resolutions;


 


NOW, THEREFORE, BE IT RESOLVED that,
effective October 23, 2003, but with respect only to Kevin L. Beebe, Michael T.
Flynn, Scott T. Ford, Jeffrey H. Fox, Francis X. Frantz, Jeffery R. Gardner,
and any person who is designated as a participant in the Restated SERP by an
action of the Board of Directors taken after October 23, 2003, the Restated
SERP is amended as follows:


 


1.             Section 2.01(b) is
amended to provide as follows:


 


(b)           “Benefit Percentage”
means:


 


(1)           with respect to a
Participant whose Normal Retirement Date has occurred, sixty percent (60%);


 


(2)           with respect to a
Participant whose Normal Retirement Date has not occurred but whose Early
Retirement Date has occurred:


 


(a)           if the Participant’s
Special Early Retirement Date has not occurred, forty-five percent (45%),
increased, but not to in excess of sixty percent (60%), by the addition of a
percentage equal to the product of fifteen percent (15%) and a fraction, the
numerator of which is the number of completed calendar months of service of the
Participant with the Controlled Group occurring in and after the calendar month
in which his Early Retirement Date occurred and prior to his Normal Retirement
Date, and the denominator of which is the number of completed calendar months
of service with the Controlled Group the Participant would have if he remained
continuously employed with the Controlled Group in and after the calendar month
in which the Participant’s Early Retirement Date occurred until the last day of
the calendar month immediately preceding the date on which his Normal
Retirement Date would


 

















 


occur if he remained
continuously employed by the Controlled Group; or


 


(b)           if the Participant’s
Special Early Retirement Date has occurred, the greater of:


 


(i)            forty-five percent
(45%), increased, but not to in excess of sixty percent (60%), by the addition
of a percentage equal to the product of fifteen percent (15%) and a fraction,
the numerator of which is the number of completed calendar months of service of
the Participant with the Controlled Group occurring in and after the calendar
month in which his Early Retirement Date occurred and prior to his Normal
Retirement Date, and the denominator of which is the number of completed
calendar months of service with the Controlled Group the Participant would have
if he remained continuously employed with the Controlled Group in and after the
calendar month in which the Participant’s Early Retirement Date occurred until
the last day of the calendar month immediately preceding the date on which his
Normal Retirement Date would occur if he remained continuously employed by the
Controlled Group; or


 


(ii)           forty percent (40%),
increased, but not to in excess of sixty percent (60%), by the addition of
one-half of one percent (.50%) for each of the Participant’s Special Early
Retirement Benefit Points; or


 


(3)           with respect to a
Participant whose Normal Retirement Date has not occurred and whose Early
Retirement Date has not occurred but whose Special Early Retirement Date has
occurred, forty percent (40%), increased, but not to in excess of sixty percent
(60%), by the addition of one-half of one percent (.50%) for each of the
Participant’s Special Early Retirement Benefit Points.


 


2.             Section
2.01(g) is amended to provide as follows:


 


(g)           “Compensation” means,
with respect to the Controlled Group, for a calendar year, the sum of: (a) the
Participant’s base salary paid to the Participant during the calendar year; and
(b) the total of all amounts paid to the Participant pursuant to all short-term
incentive compensation plans during the calendar year; and (c) if a Payment
Trigger has occurred with respect to the Participant, the total of all


 


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amounts paid to the Participant pursuant to all
long-term incentive compensation plans during the calendar year.


 


For purposes of this definition, short-term incentive
compensation plans shall include, without limitation, the ALLTEL Corporation
Performance Incentive Compensation Plan or any successor thereto as in effect
from time to time, and any short-term incentive bonus plan or arrangement that
provides for payment of cash compensation, and shall exclude, without
limitation, the ALLTEL Corporation Long-Term Performance Incentive Compensation
Plan or any successor thereto as in effect from time to time, any arrangement
providing incentive compensation determined on the basis of a measuring period
in excess of twelve calendar months, the ALLTEL Corporation Executive Deferred
Compensation Plan or any successor thereto as in effect from time to time, the
ALLTEL Corporation 1998 Management Deferred Compensation Plan or any successor
thereto as in effect from time to time, any plan qualified or intended to be
qualified under Section 401(a) of the Code and any plan supplementary thereto,
executive fringe benefits, and any plan or arrangement under which stock, stock
options, stock appreciation rights, restricted stock or similar options, stock,
or rights are issued.


 


For purposes of this definition, long-term incentive
compensation plans shall include, without limitation, the ALLTEL Corporation
Long-Term Performance Incentive Compensation Plan or any successor thereto as
in effect from time to time, and any long-term incentive bonus plan or
arrangement that provides for payment of cash compensation, and shall exclude,
without limitation, the ALLTEL Corporation Performance Incentive Compensation
Plan or any successor thereto as in effect from time to time, any arrangement
providing incentive compensation determined on the basis of a measuring period
not in excess of twelve calendar months, the ALLTEL Corporation Executive
Deferred Compensation Plan or any successor thereto as in effect from time to
time, the ALLTEL Corporation 1998 Management Deferred Compensation Plan or any
successor thereto as in effect from time to time, any plan qualified or
intended to be qualified under Section 401(a) of the Code and any plan
supplementary thereto, executive fringe benefits, and any plan or arrangement
under which stock, stock options, stock appreciation rights, restricted stock
or similar options, stock, or rights are issued.


 


Notwithstanding the foregoing:  (1) Compensation shall not be affected by
any compensation reduction pursuant to a “cafeteria plan” as defined in Section
125 of the Code; (2)  Compensation shall
not be affected by the deferral of any amount that would otherwise constitute
Compensation under any cash-or-deferred arrangement under Section 401(k) of the
Code or under any nonqualified arrangement, and any such deferred amount (that
would otherwise be Compensation) shall be credited to the Participant as
Compensation during the


 


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calendar year when the deferred amount would have been
paid (in the absence of the deferral election) rather than during the period
when the deferred amount is paid; and (3) in no event shall any of the
following be included as Compensation: (a) any bonus payment not paid pursuant
to a formalized incentive compensation plan or arrangement covering executives
of the Controlled Group; (b) any payment, whether paid before or after
employment termination, pursuant to or in respect of any severance or change in
control plan, arrangement, or agreement, including, without limitation, any
agreement covered by Section 2.01(u), the Amended and Restated
Change-In-Control Severance Agreement dated as of December 29, 1997 between
Kevin L. Beebe and 360° Communications
Company, as amended, and the Amended and Restated Change-In-Control Severance
Agreement dated as of December 29, 1997 between Jeffery R. Gardner and 360°
Communications Company, as amended; and (c) any amount paid or payable under
the Plan.


 


3.             Section 2.01(q) is
amended to provide as follows:


 


(q)           “Normal Retirement
Date” means the date on which the earliest of the following has occurred with
respect to the Participant:  (1) the
Participant is alive, the Participant is an employee of the Controlled Group,
the Participant has five or more Vesting Years of Service each of which were
earned in a calendar year beginning after the date on which occurred the action
of the Board designating the Participant as a participant in the Plan, and the
last day of the calendar month in which the Participant’s sixty-fifth
(65th) birthday occurs has ended; or (2) the Participant is alive, the
Participant’s Early Retirement Date has occurred other than by reason of a
Payment Trigger, and a Payment Trigger with respect to the Participant has
occurred.


 


4.             Section 2.01(y) is
amended to provide as follows:


 


(y)           “Retirement” means that
the Participant is alive and is no longer an employee of any member of the
Controlled Group on a date occurring after the Participant’s Normal Retirement
Date, after the Participant’s Early Retirement Date, or after the Participant’s
Special Early Retirement Date.


 


5.             Article II is amended
by adding at the end thereof a new Section 2.01(dd) to provide as follows:


 


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(dd)         “Competition with ALLTEL”
means that, prior to the Participant’s fifty-fifth (55th) birthday,
the Participant, directly or indirectly (whether as an officer, director,
employee, sales representative, agent, principal, proprietor, consultant,
advisor, partner, lender, investor or otherwise), engages in any aspect of the
communications business in which the Controlled Group is engaged as a material
portion of its business or any other business in which the Controlled Group is
engaged as a material portion of its business; except that the foregoing
provisions shall not prevent the Participant from owning, solely for investment
purposes, up to five percent of the issued and outstanding capital stock of any
publicly traded company, or serving on the board of directors of any company
that the Chief Executive Officer of the Company approves, which approval shall
not be unreasonably withheld.


 


6.             Article II is amended
by adding at the end thereof a new Section 2.01(ee) to provide as follows:


 


(ee)         “Special Early Retirement
Date” means the date on which the following has occurred with respect to the
Participant:  the Participant is alive,
the Participant is an employee of the Controlled Group, the last day of the
calendar month in which the Participant’s forty-fifth (45th) birthday
occurs has ended, and either (1) the Participant is a “Current Participant” (as
defined in Section 3.07), or (2) the Participant is not a “Current Participant”
(as defined in Section 3.07) and the Participant has five or more Vesting Years
of Service each of which were earned in a calendar year beginning after the
date on which occurred the action of the Board designating the Participant as a
participant in the Plan.


 


7.             Article II is
amended by adding at the end thereof a new Section 2.01(ff) to provide as
follows:


 


(ff)           “Special Early
Retirement Benefit Points” means with respect to a Participant the amount (if
any) by which the sum of the Participant’s age at the Participant’s most recent
birthday and the number of the Participant’s Vesting Years of Service exceeds
50.


 


8.             Article III is
amended by adding at the end thereof a new Section 3.06 to provide as follows:


 


Section 3.06.  Non-Payment/Recovery of Certain
Retirement Benefits For Competition. 
Notwithstanding any other provision of the Plan: If the Retirement of a
Participant occurs prior to the Participant’s Early Retirement Date and prior
to the Participant’s fifty-fifth (55th) birthday, no benefits under the
Plan with respect to the Participant shall be paid or payable with respect to
any calendar month during which the Participant is in Competition with ALLTEL,
and the Company shall be entitled to


 


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recover (including, without limitation, by offset
against future benefits otherwise payable under the Plan) from the Participant
the aggregate dollar amount of any benefits under the Plan paid to or with
respect to the Participant with respect to any calendar month during which the
Participant is in Competition with ALLTEL. 
(Benefits otherwise payable under the Plan shall resume for calendar
months following the calendar month in which the Participant ceases to be in
(and is not in) Competition with ALLTEL.)


 


9.             Article
III is amended by adding at the end thereof a new Section 3.07 to provide as
follows:


 


Section 3.07.  Special Early Retirement Additional
Service Requirement and Related Provisions For Certain Participants.  Notwithstanding any other provision of the
Plan, and with respect only to Kevin L. Beebe, Michael T. Flynn, Scott T. Ford,
Jeffrey H. Fox, Francis X. Frantz, and Jeffery R. Gardner (for purposes of this
Section 3.07 and Section 2.01(ee), each a “Current Participant”): A
Current Participant shall not be eligible for, qualify for, or receive any
benefits under the Plan with respect to a Special Early Retirement Date and a
Current Participant’s Special Early Retirement Date (or any Retirement with
respect thereto) shall not occur for any purpose under the Plan prior to the
date on which the Current Participant has three or more Vesting Years of
Service each of which were earned in a calendar year beginning after
December 31, 2003.


 


10.           The first sentence of
Section 5.01 is amended to provide as follows:


 


The Board from time to time may amend, suspend, or
terminate, in whole or in part, any or all of the provisions of the Plan,
effective as of any date specified in the action by the Board, except that no
such action, other than an action that increases benefits provided by the Plan,
taken by the Board on or after the date a Change in Control or Payment Trigger
has occurred with respect to a Participant or on or after the date on which a
Participant’s Special Early Retirement Date, Early Retirement Date, Normal
Retirement Date, or death, as applicable, has occurred shall be effective with
respect to the Participant (or the Participant’s Spouse, spouse, dependents or
other person claiming through the Participant or Spouse), unless the
Participant, spouse or Spouse consents in writing thereto.


 


RESOLVED FURTHER, that the officers of
ALLTEL be, and each of them hereby is, authorized and directed, for and on
behalf of ALLTEL, to do any and all things necessary or appropriate to carry
out the foregoing amendment.


 


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