Unassociated Document


    Exhibit
      10(m)(2)

     




    AMENDMENT
      NO. 1

    TO

    ALLTEL
      CORPORATION COMPREHENSIVE PLAN OF GROUP INSURANCE

    (January
      1, 2006 Restatement)

    


    


    


    WHEREAS,
      Alltel Corporation (“Alltel”) maintains the Alltel Corporation Comprehensive
      Plan of Group Insurance, as amended and restated effective January 1, 2006,
      and
      as may

     be
      subsequently amended (the “Plan”);

    


    WHEREAS,
      pursuant to resolutions dated October 31, 2006, the Alltel Corporation Board
      of
      Directors desires to delegate certain on-going powers and responsibilities
      with
      respect 

     to
      employee welfare plans as defined in Section 3(1) of ERISA to Alltel’s Chief
      Executive Officer or his delegate;

    


    WHEREAS,
      the Chief Executive Officer has authorized and directed the Executive Vice
      President of Human Resources to act on behalf of Alltel with respect to the
      design,  

     management
      and administration of the Plan;

    


     NOW
      THEREFORE, BE IT RESOLVED, that the Executive Vice President of Human
      Resources amends the Plan in the respects hereinafter set forth:

    


    


    
      	
                  
                1.       

            	
              Effective
                as of June 1, 2007, the Exclusive Provider Option Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.01 Initial Enrollment in
                the Plan, is amended to provide as
                follows:

            


    

    


    
      	
                    4.01            
                

            	
              Initial
                Enrollment in the Plan.  Except as set forth in Section 4.02
                below, an Eligible Employee must enroll himself or herself and any
                eligible Dependent for coverage in this Plan by going through the
                necessary enrollment process established by the Plan Administrator
                at
                least 10 days prior to the Coverage Effective Date set forth in Section
                4.03 below.

            


    

    


    
      	
              2.      

            	
              Effective
                as of June 1, 2007, the Exclusive Provider Option Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.03 Coverage Effective
                Date, is amended to provide as
                follows:

            


    

    


    
      	
               

            	
                 
                  4.03           
                

            	
              Coverage
                Effective Date.  Except as set forth in subsections (a) or
                (b) below regarding Annual Enrollment and Special Enrollment, coverage
                under this Plan will be effective on the first day of the calendar
                month
                following 30 days of employment provided that the eligibility and
                enrollment requirements of Articles III and IV have been
                satisfied.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
                3.      

            	
              Effective
                as of June 1, 2007, the Preferred Provider Organization Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.01 Initial Enrollment in
                the Plan, is amended to provide as
                follows:

            


    

    


    
      	
              4.01  
                         

            	
              Initial
                Enrollment in the Plan.  Except as set forth in Section 4.02
                below,an
                Eligible Employee must enroll himself or herself and any eligible
                Dependent for coverage in this Plan by going through the necessary
                enrollment process established by the Plan Administrator at least
                10 days
                prior to the Coverage Effective Date set forth in Section 4.03
                below.

            


    

     

    
      	
                 
                4.       

            	
              Effective
                as of June 1, 2007, the Preferred Provider Organization Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.03 Coverage Effective
                Date, is amended to provide as
                follows:

            


    

    


    
      	
              4.03  
                         

            	
              Coverage
                Effective Date.  Except as set forth in subsections (a) or
                (b) below regarding Annual Enrollment and Special Enrollment, coverage
                under this Plan will be effective on the first day of the calendar
                month
                following 30 days of employment provided that the eligibility and
                enrollment requirements of Articles III and IV have been
                satisfied.

            


    

     

    
      	
              5.      
                

            	
              Effective
                as of June 1, 2007, the Health Maintenance Organizations Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.01 Initial Enrollment in
                the Plan, is amended to provide as
                follows:

            


    

    


    
      	
              4.01   
                        

            	
              Initial
                Enrollment in the Plan.  Except as set forth in Section 4.02
                below,an
                Eligible Employee must enroll himself or herself and any eligible
                Dependent for coverage in this Plan by going through the necessary
                enrollment process established by the Plan Administrator at least
                10 days
                prior to the Coverage Effective Date set forth in Section 4.03
                below.

            


    

    


    
      	
              6.      
                

            	
              Effective
                as of June 1, 2007, the Health Maintenance Organizations Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.03 Coverage Effective
                Date, is amended to provide as
                follows:

            


    

    


    
      	
              4.03           
                

            	
              Coverage
                Effective Date.  Except as set forth in subsections (a) or
                (b) below regarding Annual Enrollment and Special Enrollment, coverage
                under this Plan will be effective on the first day of the calendar
                month
                following 30 days of employment provided that the eligibility and
                enrollment requirements of Articles III and IV have been
                satisfied.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.      
                

            	
              Effective
                as of June 1, 2007, the Dental Care Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.01 Initial Enrollment in
                the Plan, is amended to provide as
                follows:

            


    

    


    
      	
              4.01     
                      

            	
              Initial
                Enrollment in the Plan.  Except as set forth in Section 4.02
                below,an
                Eligible Employee must enroll himself or herself and any eligible
                Dependent for coverage in this Plan by going through the necessary
                enrollment process established by the Plan Administrator at least
                10 days
                prior to the Coverage Effective Date set forth in Section 4.03
                below.

            


    

    


    
      	
              8.      
                

            	
              Effective
                as of June 1, 2007, the Dental Care Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.03 Coverage Effective
                Date, is amended to provide as
                follows:

            


    

    


    
      	
               

            	
                 4.03    
                      

            	
              Coverage
                Effective Date.  Except as set forth in subsections (a) or
                (b) below regarding Annual Enrollment and Special Enrollment, coverage
                under this Plan will be effective on the first day of the calendar
                month
                following 30 days of employment provided that the eligibility and
                enrollment requirements of Articles III and IV have been
                satisfied.

            


    

    


    
      	
              9.      
                

            	
              Effective
                as of June 1, 2007, the Vision Care Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.01 Initial Enrollment in
                the Plan, is amended to provide as
                follows:

            


    

    

      
        	
                4.01      
                      

              	
                Initial
                  Enrollment in the Plan.  Except as set forth in Section 4.02
                  below,an
                  Eligible Employee must enroll himself or herself and any eligible
                  Dependent for coverage in this Plan by going through the necessary
                  enrollment process established by the Plan Administrator at least
                  10 days
                  prior to the Coverage Effective Date set forth in Section 4.03
                  below.

              


      

       

    

    
      	
              10.      
                

            	
              Effective
                as of June 1, 2007, the Vision Care Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.03 Coverage Effective
                Date, is amended to provide as
                follows:

            


    

    


    
      	
                  
                4.03      
                    

            	
              Coverage
                Effective Date.  Except as set forth in subsections (a) or
                (b) below regarding Annual Enrollment and Special Enrollment, coverage
                under this Plan will be effective on the first day of the calendar
                month
                following 30 days of employment provided that the eligibility and
                enrollment requirements of Articles III and IV have been
                satisfied.

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

    
      	
              11.      
                

            	
              Effective
                as of June 1, 2007, the Basic Life and AD&D Insurance Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.02 Coverage Effective
                Date, is amended to provide as
                follows:

            


       

      
        	
                4.02       
                      

              	
                Coverage
                  Effective Date.  The effective date of coverage for an
                  Eligible employee is the first day of the month following 30 days
                  of
                  employment.  If the Eligible Employee is not in active service
                  on the date coverage would otherwise be effective, the effective
                  date will
                  be the date the Eligible Employee returns to active
                  service.

              


      
   
      

    
      	
              12.      
                

            	
              Effective
                as of June 1, 2007, the Supplemental AD&D Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.01 Enrollment in the
                Plan, is amended to provide as
                follows:

            


    

    


    
      	
              4.01      
                     

            	
              Enrollment
                in the Plan.  An Eligible employee may enroll himself or
                herself
                for coverage in this Plan at any time by going through the necessary
                enrollment process established by the Plan Administrator.  The
                enrollment process must be completed at least 10 days prior to the
                Coverage Effective Date set forth in Section 4.02 below.  Upon
                enrollment, the Eligible Employee shall designate whether enrollment
                is
                for the Employee only or for Family
                Coverage.

            


    

    


    
      	
              13.      
                

            	
              Effective
                as of June 1, 2007, the Supplemental AD&D Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.02 Coverage Effective
                Date, is amended to provide as
                follows:

            


    

    


    
      	
               

            	
               4.02     
                      

            	
              Coverage
                Effective Date.  The effective date of coverage is the first
                day of the month following 30 days of employment or the first day
                of the
                month following the date of enrollment if enrolling at a later
                date.  However, if the Eligible Employee or his or her Spouse is
                disabled and not actively working on the date coverage would otherwise
                become effective, the coverage will go into effect when the Employee
                or
                his or her Spouse returns to work full
                time.

            


    

    


    
      	
              14.      
                

            	
              Effective
                as of June 1, 2007, Supplemental Life Insurance Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.01 Enrollment in the
                Plan, is amended to provide as
                follows:

            


    

    


    
      	
              4.01  
                        

            	
              Enrollment
                in the Plan.  An eligible Employee may enroll himself or
                herself
                and any eligible Dependent for coverage in this Plan at any time
                by going
                through the necessary enrollment process established by the Plan
                Administrator.  The enrollment process must be completed at
                least 10 days prior to the Coverage Effective Date set forth in Section
                4.02 below.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              15.      
                

            	
              Effective
                as of June 1, 2007, the Supplemental Life Insurance Plan, Article
                IV.  ENROLLMENT AND PARTICIPATION, 4.02 Coverage Effective
                Date, is amended to provide as
                follows:

            


    

    


    
      	
              4.02    
                       

            	
              Coverage
                Effective Date.

            


    

    


    
      	
               

            	
                
                (a)

            	
              Employee

            


    

    


    The
      effective date of coverage for any Eligible Employee who enrolls in the Plan
      will be the first day of the month following 30 days of employment provided
      that
      the eligibility and enrollment requirements of Articles III and IV have been
      satisfied, subject to evidence of insurability as applicable pursuant to the
      Schedule of Benefits.  However, if the Employee is not in active
      service on the date coverage would otherwise become effective, the coverage
      effective date will be on the date the Employee returns to active
      service.

    


    If
      an
      Eligible Employee does not enroll when first eligible, enrollment in the Plan
      will be subject to evidence of insurability.  Coverage will not be
      effective until such time as the Insurer approves the enrollment
      application.

    


    
      	
                  
                        
(b)  

            	
              Dependents

            


    

    


    The
      effective date of coverage for the Spouse of an Eligible Employee who is
      enrolled in the Plan will be the first day of the month following 30 days of
      employment or marriage provided that the eligibility and enrollment requirements
      of Articles III and IV have been satisfied, subject to evidence of insurability
      as applicable pursuant to the Schedule of Benefits.

    


    If
      an
      eligible Spouse does not enroll when first eligible, enrollment in the Plan
      will
      be subject to evidence of insurability.  Coverage will not be
      effective until such time as the Insurer approves the enrollment
      application.

    


    The
      effective date of coverage for the Dependent Child of an Eligible Employee
      who
      is enrolled in the Plan will be the first day of the month following 30 days
      of
      the Employee’s employment provided that the eligibility and enrollment
      requirements of Articles III and IV have been satisfied.  The
      effective date of coverage for the Dependent Child of an Eligible Employee
      who
      is enrolled in the Plan at a later date will be the first day of the month
      following submission and approval of the enrollment application by the
      Insurer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

            
      IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused
      this
      Amendment to be executed on this 4th day of May 2007.

    


    


    


    ALLTEL
      CORPORATION

     

    


    By:
      /s/ CJ Duvall,
      Jr                 


    CJ
      Duvall

    Executive
      Vice President of Human Resources