Unassociated Document


     

    Exhibit
      10.4


    AMENDMENT

    TO

    EMPLOYEE
      BENEFITS AGREEMENT

     

    WHEREAS,
      Alltel Corporation ("Alltel") and Alltel Holding Corp. ("Spinco") entered into
      an Employee Benefits Agreement, dated as of December 8, 2005 (the
      "Agreement");

     

    WHEREAS,
      Alltel and Spinco desire to make certain changes to the Agreement regarding
      the
      transfer of obligations and liabilities regarding executive benefits;
      and

     

    NOW,
      THEREFORE, in consideration of the mutual agreements, provisions and covenants
      contained in the Agreement and this Amendment, and for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

     

    1. Sections
      7.01 and 7.02 of the Agreement are amended to insert the phrase "and Spinco
      Employees" immediately after the term "Spinco Individuals" in each place that
      it
      appears. 

     

    2.
      Section 7.03 of the Agreement is amended to provide as follows:

     

    7.03 Restricted
      Stock.
      Each
      Alltel Restricted Share award outstanding under the 1998 Equity Incentive Plan
      or the 2001 Equity Incentive Plan and held by a Spinco Individual or Spinco
      Employee as of the Distribution Date (a "Specified Award") shall not be
      forfeited on the Distribution Date and shall become fully vested on August
      3,
      2006. In determining a Spinco Individual’s or Spinco Employee’s rights with
      respect to a Specified Award, employment after the Distribution Date with
      Spinco, a successor in interest to Spinco or any of their Subsidiaries (as
      defined in the Merger Agreement) shall be treated as employment with Alltel.
      Each share of Spinco common stock that is distributed with respect to a
      Specified Award (and each share of Company common stock into which such Spinco
      common stock is converted) shall be restricted and conditioned to the same
      extent and for the same period as the Specified Award is restricted and
      conditioned (taking into account the full vesting and deemed Alltel employment
      provided for in two preceding sentences). In the event of a forfeiture of any
      of
      the foregoing restricted shares, such restricted shares shall be forfeited
      to
      the issuer of the shares. Spinco shall take all steps that are necessary to
      ensure that the restrictions and conditions contemplated by this Section 7.03
      are applied to the Company common stock referenced above.

     


    3.
      Section 8.01 of the Agreement is amended to provide as follows:

     

    8.01 Establishment
      of Mirror Benefit Restoration Plan.

     

    (a) Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees and Spinco Individuals, the provisions of which shall
      be substantially identical to the provisions of the Benefit Restoration Plan
      (the "Spinco
      Restoration Plan").

     

    (b) Transfer
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco Restoration Plan, the
      obligations and liabilities with respect to Spinco Employees and Spinco
      Individuals under the Benefit 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Restoration
      Plan shall be transferred to and assumed by the Spinco Restoration
      Plan.

     

    (c) Transfer
      of Cash.
      On July
      18, 2006, Alltel shall transfer cash to the general funds of Windstream
      Corporation as successor to Spinco in an amount sufficient to provide for the
      payment of the obligations and liabilities with respect to Spinco Individuals
      (except the individual employed by Alltel as of December 8, 2005) under the
      Benefit Restoration Plan that are transferred to and assumed by the Spinco
      Restoration Plan (assuming for purposes of calculating this amount only, that
      all benefits shall be payable in a single lump sum on May 31, 2006 and that,
      for
      the single lump sum with respect to the retirement benefits provided in Article
      V of the Benefit Restoration Plan, the lump sum is calculated as of January
      1,
      2006 (if not in pay status, based on such individual's benefit payable as of
      his
      normal retirement date (as defined in the Benefit Restoration Plan)) using
      a
      5.8% interest rate and the FAS No. 87 actuarial methods and assumptions included
      in Schedule IV, reduced by any payments made between January 1, 2006 and the
      Distribution Date). 

     

    4.
      Section 8.03 of the Agreement is amended to provide as follows:

     

    8.03 Executive
      Deferred Compensation Plan.

     

    (a) Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees and Spinco Individuals, the provisions of which shall
      be substantially identical to the provisions of the Executive Deferred
      Compensation Plan, including the provisions of the Executive Deferred
      Compensation Plan that are known as the Executive Deferred Compensation Sub-Plan
      (the "Spinco
      Executive Plan").

     

    (b) Transfer
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco Executive Plan, the
      obligations and liabilities with respect to Spinco Employees and Spinco
      Individuals under the Executive Deferred Compensation Plan shall be transferred
      to and assumed by the Spinco Executive Plan.

     

    (c) Transfer
      of Cash.
      On July
      18, 2006, Alltel shall transfer cash to the general funds of Windstream
      Corporation as successor to Spinco in an amount sufficient to provide for the
      payment of the obligations and liabilities with respect to Spinco Employees
      and
      Spinco Individuals under the Executive Deferred Compensation Plan that are
      transferred to and assumed by the Spinco Executive Plan (assuming for purposes
      of calculating this amount only, that all benefits shall be payable in a single
      lump sum on the Distribution Date). 

     


    5.
      Section 8.04 of the Agreement is amended to provide as follows:

     

    8.04 1998
      Management Deferred Compensation Plan.

     

    (a) Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees and Spinco Individuals,

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    the
      provisions of which shall be substantially identical to the provisions of the
      1998 Management Deferred Compensation Plan, including the provisions of the
      1998
      Management Deferred Compensation Plan that are known as the 1998 Management
      Deferred Compensation Sub-Plan (the "Spinco
      1998 Management Plan").

     

    (b) Transfer
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco 1998 Management Plan,
      the obligations and liabilities with respect to Spinco Employees and Spinco
      Individuals under the 1998 Management Deferred Compensation Plan shall be
      transferred to and assumed by the Spinco 1998 Management Plan.

     

    (c) Transfer
      of Cash.
      Alltel
      shall transfer cash to the general funds of Windstream Corporation as successor
      to Spinco on July 18, 2006 in an amount sufficient to provide for the payment
      of
      the obligations and liabilities with respect to Spinco Employees and Spinco
      Individuals under the 1998 Management Deferred Compensation Plan that are
      transferred to and assumed by the Spinco 1998 Management Plan (assuming for
      purposes of calculating this amount only, that all benefits shall be payable
      in
      a single lump sum on the Distribution Date). 

     

    IN
      WITNESS WHEREOF, the parties have caused this Amendment to Employee Benefits
      Agreement to be duly executed as of this 17th
      day of
      July, 2006.

     

    
      	 	
              ALLTEL
                CORPORATION

            
	 	 
	 	 
	 	
              By: /s/
                Richard N. Massey        

            
	 	
              Name:
                Richard N. Massey 

            
	 	
              Title:
                Executive Vice President

            
	 	 
	 	 
	 	
              ALLTEL
                HOLDING CORP.

            
	 	 
	 	 
	 	
              By:
                /s/ John P. Fletcher        

            
	 	
              Name:
                John P. Fletcher

            
	 	
              Title:
                Executive Vice President