Exhibit (10)(c)(4)(a)





Exhibit
(10)(c)(4)(a)


 


AMENDMENT
TO CHANGE IN CONTROL AGREEMENT


 


 


THIS AMENDMENT  (this
“Amendment”), effective as of October 23, 2003, by and between ALLTEL
Corporation, a Delaware corporation (the “Corporation”), and Francis X. Frantz
(“Executive”), amends that certain Agreement, dated as of October 24, 1994, by
and between the Corporation and Executive (the “Agreement”).


 


In consideration
of the mutual covenants and agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to amend the Agreement as follows:


 


1.  Section 1(C) of the Agreement is hereby
amended by deleting subsection (iv) in its entirety and changing subsection
(iii) to read as follows:


 


(iii) The consummation of
(A) a merger or consolidation of the Corporation, statutory share exchange, or
other similar transaction with another corporation, partnership, or other
entity or enterprise in which either the Corporation is not the surviving or continuing
corporation or shares of common stock of the Corporation are to be converted
into or exchanged for cash, securities other than common stock of the
Corporation, or other property, (B) a sale or disposition of all or
substantially all of the assets of the Corporation, or (C) the dissolution of
the Corporation.


 


2.  Section 2
of the Agreement is hereby amended by deleting the first sentence of Section 2
in its entirety and substituting the following sentence therefor:


 


This Agreement shall
become effective on the date hereof and, subject to the second sentence of this
Section 2, shall continue in effect until the earliest of (i) a Date of
Termination in accordance with Section 6 or the death of the Executive shall
have occurred prior to a Change in Control, (ii) if a Payment Trigger shall
have occurred during the term of this Agreement, the performance by the
Corporation of all its obligations, and the satisfaction by the Corporation of
all its obligations and liabilities, under this Agreement, (iii) December 31,
2007 if, as of December 31, 2007, a Change in Control shall not have occurred
and be continuing, or (iv) in the event, as of December 31, 2007, a Change in
Control shall have occurred and be continuing, either the expiration of such
period thereafter within which a Payment Trigger does not or can not occur or
the ensuing occurrence of a Payment Trigger and the performance by the
Corporation of all of its obligations and liabilities under this Agreement.


 


3.  As amended
hereby, the Agreement shall be and remain in full force and effect.


 

















 


IN WITNESS
WHEREOF, the parties have executed this Amendment as of the date first above
written.


 


 


	
   

  	
  ALLTEL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott T. Ford

  	
   

  
	
   

  	
  Scott T. Ford

  
	
   

  	
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ Francis
  X. Frantz

  	
   

  
	
   

  	
  Francis X. Frantz