Unassociated Document


    Exhibit
      10.5

     

    
 

    AMENDMENT
      NO. 3 TO THE

     

    ALLTEL
      CORPORATION

     

    BENEFIT
      RESTORATION PLAN

     

    Effective
      as of July 16, 2006, the Alltel Corporation Benefit Restoration Plan is amended
      to add a new Article IX at the end thereof to provide as follows: 

     

    "ARTICLE
      IX

     

    Assignment
      of Accounts and Accrued Retirement Benefits.

     

    Pursuant
      to the Employee Benefits Agreement by and between Alltel Corporation and Alltel
      Holding Corp. dated as of December 8, 2005, as amended (the "Employee Benefits
      Agreement") and the related Assignment and Assumption Agreement between Alltel
      Corporation and Alltel Holding Corp. dated as of July 16, 2006 ("Assumption
      Agreement"), the Profit-Sharing Plan Excess Benefit Account (as calculated
      under
      Article III), the Thrift Plan Excess Benefit Account (as calculated under
      Article IV) and the retirement and spousal death benefit (as calculated under
      Article V) of each Participant listed on Appendix A (the "Transferred
      Participants") shall be assigned to and become an obligation and liability
      of
      the Windstream Benefit Restoration Plan as of July 16, 2006. The elections
      made
      by such Transferred Participants under the Plan (including, without limitation,
      elections regarding deferral amounts, timing and manner of payments and
      designation of Beneficiaries) shall be carried over and shall apply for purposes
      of the Windstream Benefit Restoration Plan, subject to any change of election
      rights under such plan. Each Transferred Participant shall have no further
      right
      to a benefit under the Plan immediately after his or her account is assigned
      to
      the Windstream Benefit Restoration Plan in accordance with the terms and
      conditions of the Employee Benefits Agreement and the Assumption Agreement."
      

     

    IN
      WITNESS WHEREOF, this Amendment has been executed as of the date first set
      forth
      above. 

     

     

    ALLTEL
      CORPORATION 

    


    


    


    By: /s/
      Scott T. Ford                 

    Name: 
      Scott T. Ford

    Title:   
      President and Chief Executive Officer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

     

     

     

    


    
      	
               APPENDIX
                A

            
	 	 
	
              TRANSFERRED
                PARTICIPANTS

            
	 	 
	 Clancy Jr, Robert G.	 Dreher, John
	 Crane, Richard J.	 Dunbar, John
	 Frantz, Francis X.	 Fisher, Henry 
	 Fritz, David E.	 Franks, Tommy 
	 Fulbright, John E.	 Green, Jerry M.
	 Gardner, Jeffery R.	 Griech, Frederick 
	 Powell, Daniel A.	 Guido, Frank C.
	 Rhoda, Michael D.	 Gunti, Ray 
	 Richey, Gregg	 Hadley, David R.
	 Strack, John L.	 Hill, Carolyn 
	 Thomas, Bruce P.	 Kimzey, Jimmy C.
	 White Jr, James L.	 Koch,
              John B.
	 Boyd, Robert	 Lohan, William E.
	 Abernethy, Jeffrey H.	 Mitchell, Jack
	 Atwood, David 	 Moore, William
	 Aultz, Andrew	 Reynolds, Jeffrey
	 Beach, Kenneth W.	 Settelmyer, Scott H.
	 Beeler, Terry E.	 Staggs, Willie G.
	 Brown, Robert	 Wagner, R Dale 
	 Case, Thomas W.	 Wiley, Charles 
	 Comparin, John	 Bridges, Glenda
	 Cori, Robert	 McMillin, David 
	 Cornacchione, Americo	 Thomas, Anthony
	 Crabtree, Grant R.	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


     


    
      2