exv10w10



 




Exhibit 10.10



WINDSTREAM BENEFIT RESTORATION PLAN





 









 








WINDSTREAM BENEFIT RESTORATION PLAN




Table of Contents




	 	 	 	 	 
	ARTICLE I Preamble
	 	 	1	 
	Section 1.01 Recital
	 	 	1	 
	Section 1.02 Purpose
	 	 	1	 
	Section 1.03 Funding
	 	 	1	 
	Section 1.04 Effective Date
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II Definitions and Interpretation
	 	 	1	 
	Section 2.01 Definitions
	 	 	1	 
	Section 2.02 Construction and Governing Law
	 	 	3	 
	 
	 	 	 	 
	ARTICLE III Profit-Sharing Plan Benefits
	 	 	3	 
	Section 3.01 Allocations
	 	 	3	 
	Section 3.02 Gain (Loss) Adjustments
	 	 	3	 
	Section 3.03 Vesting
	 	 	4	 
	Section 3.04 Payment of Profit-Sharing Excess Benefit Account
	 	 	4	 
	 
	 	 	 	 
	ARTICLE IV Thrift Plan Benefits
	 	 	4	 
	Section 4.01 Accounts
	 	 	4	 
	Section 4.02 Deferrals
	 	 	4	 
	Section 4.02-A Allocation of Employer Matching Contributions
	 	 	4	 
	Section 4.02-B Credits to Participant’s Thrift Plan Excess Benefit Account
	 	 	5	 
	Section 4.03 Gain (Loss) Adjustments
	 	 	5	 
	Section 4.04 Vesting
	 	 	5	 
	Section 4.05 Payment of Thrift Plan Excess Benefit Account
	 	 	5	 
	 
	 	 	 	 
	ARTICLE V Retirement and Spousal Death Benefits
	 	 	5	 
	Section 5.01 Eligibility
	 	 	5	 
	Section 5.02 Amount of Retirement Benefit
	 	 	6	 
	Section 5.03 Amount of Spouse Death Benefit
	 	 	6	 
	Section 5.04 Vesting
	 	 	7	 
	Section 5.05 Form of Payment
	 	 	7	 
	Section 5.06 Time of Payment
	 	 	7	 
	Section 5.07 Adjustments to Benefits
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI Administration
	 	 	8	 
	Section 6.01 Plan Administrator
	 	 	8	 
	Section 6.02 Expenses
	 	 	8	 
	Section 6.03 Records
	 	 	8	 
	Section 6.04 Legal Incompetency
	 	 	9	 
	Section 6.05 Claims Procedure
	 	 	9	 
	 
	 	 	 	 
	ARTICLE VII Miscellaneous
	 	 	9	 
	Section 7.01 Amendments
	 	 	9	 
	Section 7.02 No Employment Rights
	 	 	9	 
	Section 7.03 Nonalienation
	 	 	9	 






i









 






	 	 	 	 	 
	Section 7.04 Limitation of Liability
	 	 	9	 
	Section 7.05 Acceleration of Payment
	 	 	9	 
	Section 7.06 Representative of Board
	 	 	10	 
	Section 7.07 Designation of Beneficiary
	 	 	10	 
	Section 7.08 Reemployment of a Participant
	 	 	10	 
	Section 7.09 Successors
	 	 	10	 
	Section 7.10 Compliance with Section 409A of the Code
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VIII Assignment and Assumption from Alltel Corporation Benefit Restoration Plan 
	 	 	11	 
	Section 8.01 Assignment and Assumption
	 	 	11	 
	Section 8.02 Accounts and Benefit
	 	 	11	 
	Section 8.03 Deferral Election
	 	 	11	 
	Section 8.04 Other Elections
	 	 	11	 







ii









 








WINDSTREAM BENEFIT RESTORATION PLAN



This plan is hereby adopted by Alltel Holding Corp. (the “Company”), effective July 16, 2006.




ARTICLE I




Preamble




     Section 1.01 Recital. Pursuant to Section 8.01 of 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”), (i) the Company agreed to establish, or cause to be
established, a plan for Spinco Employees and Spinco Individuals (as defined in the Employee
Benefits Agreement), the provisions of which are substantially identical to the provisions of the
Alltel Corporation Benefit Restoration Plan (the “Alltel Plan”) and (ii) the obligations and
liabilities with respect to Spinco Employees and Spinco Individuals under the Alltel Plan are to be
transferred to and assumed by such plan. The Company has adopted this Windstream Benefit
Restoration Plan (the “Plan”) in accordance with the Employee Benefits Agreement and related
Assignment and Assumption Agreement between Alltel Corporation and
the Company dated as of July 16,
2006 (the “Assumption Agreement”), including providing for the receipt and administration of the
benefits from the Alltel Plan for Spinco Employees and Spinco Individuals.



     Section 1.02 Purpose. The purpose of the Plan is solely to provide benefits
in excess of the limitations of Section 415 and Section 401(a)(17) of the Internal Revenue Code of
1986, as amended, or corresponding provisions of any subsequent federal tax laws (the “Code”), to a
select group of management or highly compensated employees.



     Section 1.03 Funding. The Plan is unfunded, and the rights, if any, of any
person to any benefits hereunder shall be the same as any unsecured general creditor of the
Company. The benefits payable under the Plan shall be paid by the Company from its general assets.



     Section 1.04 Effective Date. The Plan shall be effective July 16, 2006 (the
“Effective Date”).



ARTICLE II




Definitions and Interpretation




     Section 2.01 Definitions. When the initial letter of a word or phrase is
capitalized herein, such word or phrase shall have the meaning hereinafter set forth:




	 	(a)	 	“Alltel Plan” shall have the meaning given such term in the Recital.
	 
	 	(b)	 	“Assumption Agreement” shall have the meaning given such term in the Recital.
	 
	 	(c)	 	“Beneficiary” means the beneficiary, if any, designated by a Participant in
accordance with Section 7.07.
	 
	 	(d)	 	“Board” means the Board of Directors of the Company.




 









 






	 	(e)	 	“CEO” shall mean the Chief Executive Officer of the Company.
	 
	 	(f)	 	“Code” shall have the meaning given such term in Section 1.02.
	 
	 	(g)	 	“Committee” shall mean the Compensation Committee of the Board, or its
delegate.
	 
	 	(h)	 	“Company” means Alltel Holding Corp., a Delaware corporation, its successors
and survivors resulting from any merger or acquisition of Alltel Holding Corp. with or
by any other corporation or other entity or enterprise, including, without limitation,
the surviving corporation resulting from the proposed merger between the Company and
Valor Communications Group, Inc. pursuant to the terms of the Agreement and Plan of
Merger dated as of December 8, 2005, among Alltel Corporation, Alltel Holding Corp.,
and Valor Communications Group, Inc. (which merged corporation is to be known as
Windstream Corporation).
	 
	 	(i)	 	“Employee Benefits Agreement” shall have the meaning given such term in the
Recital.
	 
	 	(j)	 	“Excess Compensation” means the portion of a Participant’s compensation for a
Plan Year that is not considered Compensation as defined under the Profit-Sharing Plan
and Thrift Plan, as applicable, because of the limitations of Section 401(a)(17) of the
Code, determined without regard to the provisions of Section 4.02.
	 
	 	(k)	 	“Effective Date” shall have the meaning given such term in Section 1.04.
	 
	 	(l)	 	“Participant” means each of the individuals listed on Exhibit A (and any such
other individual who has been designated by the Committee as being eligible to
participate in the Plan) who agrees to be bound by the provisions of the Plan on a form
provided by the Company and who, in conjunction with his Beneficiary, has not received
a complete distribution of his Profit-Sharing Plan Excess Benefit Account under Article
III or his Thrift Plan Excess Benefit Account under Article IV or has not received
payment of his entire Retirement and Spousal Death Benefit under Article V.
	 
	 	(m)	 	“Plan Administrator” means the Committee.
	 
	 	(n)	 	“Pension Plan” means the “Windstream Pension Plan” as amended from time to
time.
	 
	 	(o)	 	“Plan” means the “Windstream Benefit Restoration Plan” as set forth herein and
as it may be amended from time to time hereafter.
	 
	 	(p)	 	“Profit-Sharing Plan” means the “Windstream Profit-Sharing Plan” as amended
from time to time hereafter.
	 
	 	(q)	 	“Profit-Sharing Plan Excess Benefit Account” means the book reserve established
for each Participant to which shall be credited his benefit, if any, under Article III
of the Plan.




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	 	(r)	 	“Thrift Plan” means the “Windstream 401(k) Plan” as amended from time to time.
	 
	 	(s)	 	“Thrift Plan Excess Benefit Account” means the book reserve established for
each Participant to which shall be credited his benefit, if any, under Article IV of
the Plan.
	 
	 	(t)	 	“Thrift Plan 401(a)(17) Measuring Period” means each twelve-month period
beginning each January 1 used under the Thrift Plan as the measuring period for
purposes of complying with the limitations of Section 401(a)(17) of the Code.




When the initial letter of a word or phrase is capitalized herein and the word or phrase is not
defined above, in this Section 2.01, the word or phrase shall have the meaning provided in the
Profit-Sharing Plan, the Pension Plan, or the Thrift Plan, as applicable.




     Section 2.02 Construction and Governing Law.




	 	(a)	 	The Plan shall be construed, enforced, and administered and the validity
thereof determined in accordance with the laws of the State of Delaware, to the extent
that applicable federal law does not apply to the Plan.
	 
	 	(b)	 	Words used herein in the masculine gender shall be construed to include the
feminine gender where appropriate and the words used herein in the singular or plural
shall be construed as being in the plural or singular where appropriate.





ARTICLE III




Profit-Sharing Plan Benefits




     Section 3.01 Allocations. If, for any Plan Year during which an employee is a
Participant, the allocation of contributions and forfeitures made to the Participant’s account
under the Profit-Sharing Plan is less than the allocation that would have been made to the
Participant’s account under the Profit-Sharing Plan but for the application of the limitations
under Section 401(a)(17) of the Code, the Participant’s Profit-Sharing Plan Excess Benefit Account
shall be credited with an amount equal to the percentage of Compensation allocated to Participants
(as defined in the Profit-Sharing Plan) in the same “Region” as the Participant under the
Profit-Sharing Plan for that Plan Year multiplied by the Participant’s Excess Compensation for that
Plan Year; determined without regard to the limitation under Section 415 of the Code. Credits to
the Participant’s Profit-Sharing Plan Excess Benefit Account shall occur as of the date(s) the
allocation(s) of contributions to the Participant’s account under the Profit-Sharing Plan occur(s).



     Section 3.02 Gain (Loss) Adjustments. For periods after the Effective Date,
the balance of a Participant’s Profit-Sharing Plan Excess Benefit Account shall be credited with
gain (or debited with loss) equal to the gain (or loss) the balance would have experienced had it
been invested in the Trust Fund of the Profit-Sharing Plan at the same time(s) and in the same
manner as an account under the Profit-Sharing Plan. For a Participant who is a Spinco Employee or
Spinco Individual (as defined in the Employee Benefits Agreement), see Article VIII regarding such
Participant’s opening balance.



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     Section 3.03 Vesting. A Participant’s Profit-Sharing Plan Excess Benefit Plan
Account shall vest at the same time(s) in the same manner, and to the same extent as the
Participant’s account under the Profit-Sharing Plan.



     Section 3.04 Payment of Profit-Sharing Excess Benefit Account. The
Profit-Sharing Plan Excess Benefit Account of a Participant shall, to the extent vested, be paid to
the Participant, or to the Beneficiary of such Participant in the event of his death before receipt
of all benefits to which he is entitled hereunder in respect of his Profit-Sharing Plan Excess
Benefit Plan Account in annual installments over a five-year period beginning as of the first date
benefits are payable to a Participant or Beneficiary under the Profit-Sharing Plan. The amount of
each installment shall be determined by multiplying the value of the amount of the Profit-Sharing
Plan Excess Benefit Account to be distributed by a fraction, the numerator of which is one and the
denominator of which is the total number of installments remaining to be paid.



ARTICLE IV




Thrift Plan Benefits




     Section 4.01 Accounts. The Company shall maintain a Thrift Plan Excess
Benefit Account on its books for each Participant whose annual additions to the Thrift Plan have
been (or would have been, but for the application of Sections 401(k), 401(m), and 402(g) of the
Code) restricted by the limitations of Section 401(a)(17) of the Code.



     Section 4.02 Deferrals. A Participant may elect to reduce his Excess
Compensation for a Thrift Plan 401(a)(17) Limitation Measuring Period by an amount not in excess of
the amount determined for each period by the Company, and such amount shall be credited to the
Participant’s Thrift Plan Excess Benefit Account. Any such election shall be in writing on a form
provided therefor by the Company, shall be irrevocable and shall be delivered to the Company prior
to the first day of the Thrift Plan 401(a)(17) Limitation Measuring Period to which it relates.
Notwithstanding the immediately preceding sentence, such election may be delivered during the
Thrift Plan 401(a)(17) Limitation Measuring Period in which an employee first becomes a Participant
with respect to the Thrift Plan, but with respect only to Excess Compensation attributable to
services performed subsequent to delivery of the election, provided that the Participant delivers
the election to the Company within 30 days after his designation of eligibility to become a
Participant. For a Participant who is a Spinco Employee or Spinco Individual (as defined in the
Employee Benefits Agreement), see Article VIII regarding the Participant’s deferral election for
2006.



     Section 4.02-A Allocation of Employer Matching Contributions. For each
Participant employed by a Matching Employer under the Thrift Plan during a Plan Year, there shall
be credited to such Participant’s Thrift Plan Excess Benefit Account an amount equal to the Safe
Harbor Employer Matching Contribution that would have been made to the Thrift Plan for such Plan
Year if the Participant’s compensation reductions under Section 4.02 above (to the extent of 5% of
the Participant’s Excess Compensation) had been made under the Thrift Plan and had the Thrift Plan
contained no limitation with respect to Section 401(a)(17) of the Code, Section 415 of the Code,
Section 402(g) of the Code, Section 401(k) of the Code, and Section 401(m) of the Code. Any
credits described in the immediately preceding sentence shall be made only to the extent that the
Participant has not received from the Thrift Plan or otherwise a payment in respect
of the limitation under the Code. In accordance with the rules established



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by the Committee,
amounts that would constitute compensation under the Thrift Plan but for the deferral of payment
thereof by the Participant under the Windstream Management Deferred Compensation Plan and the
Windstream Performance Incentive Compensation Plan may be taken into account as compensation
reductions for purposes only of determining credits to the Participant’s Thrift Plan Excess Benefit
Plan Account under this Section 4.02-A for the period when (and in the amount(s)) such deferred
amounts would have been paid in the absence of the deferral (but not for the period when such
deferred amounts are earned or actually paid).



     Section 4.02-B Credits to Participant’s Thrift Plan Excess Benefit Account.
Credits to Participant’s Thrift Plan Excess Benefit Account under Section 4.02 and 4.02-A shall
occur at the same time(s) and in the same manner as such credits would have been made to the
appropriate account(s) under the Thrift Plan if the amount(s) of such credits had been Salary
Deferral Contributions under the Thrift Plan or Employer Contributions under the Thrift Plan, as
applicable.



     Section 4.03 Gain (Loss) Adjustments. For periods after the Effective Date,
as of the last day of each valuation period of the Profit-Sharing Plan preceding the date as of
which the Thrift Plan Excess Benefit Account is paid pursuant to Section 4.05, the balance of each
Participant’s Thrift Plan Excess Benefit Account, less the amount of any credits under Section 4.02
occurring as of any date within such valuation period, shall be credited with gain (or debited with
loss) equal to the gain (or loss) the balance (minus the credits) would have experienced had it
been invested in the Trust Fund of the Profit-Sharing Plan at the same time(s) and in the same
manner as an employer contribution account under the Profit-Sharing Plan. For a Participant who is
a Spinco Employee or Spinco Individual (as defined in the Employee Benefits Agreement), see Article
VIII regarding such Participant’s opening balance.



     Section 4.04 Vesting. A Participant’s Thrift Plan Excess Benefit Plan Account
attributable to credits with respect to Employer Contributions shall vest in accordance with the
vesting provisions of the Thrift Plan. A Participant’s Thrift Plan Excess Benefit Plan Account
attributable to his Excess Compensation reductions under the Plan shall be fully vested.



     Section 4.05 Payment of Thrift Plan Excess Benefit Account. The Thrift Plan
Excess Benefit Account of a Participant shall, to the extent vested, be paid to the Participant, or
to the Beneficiary of such Participant in the event of his death before receipt of all benefits to
which he is entitled hereunder in respect of his Thrift Plan Excess Benefit Plan Account in a
single lump sum payment as of the first date following the Participant’s termination of employment
covered by the Profit-Sharing Plan on which benefits are payable to the Participant or Beneficiary
under the Profit-Sharing Plan.



ARTICLE V




Retirement and Spousal Death Benefits




     Section 5.01 Eligibility. A Participant who is entitled to a vested Pension
under the Pension Plan shall be eligible for a retirement benefit under this Article V as
hereinafter provided. A Spouse who is entitled to a vested Qualified Preretirement Survivor
Annuity under
the Pension Plan shall be eligible for a Spouse death benefit under this Article V as
hereinafter provided.



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     Section 5.02 Amount of Retirement Benefit. The retirement benefit payable
under the Plan to a Participant who is eligible therefor shall be determined as follows:




     (i) the regular Pension (on a single-life-only basis payable commencing at the later of
age 65 or the Participant’s Retirement) that the Participant would receive under the Pension
Plan if the Pension Plan were not subject to (and contained no provisions with respect to)
Section 415 of the Code or Section 401(a)(17) of the Code;




reduced by –




     (ii) the regular Pension payable to the Participant (on a single-life-only basis
payable commencing at the later of age 65 or the Participant’s Retirement, regardless of the
actual form of payment or timing of commencement of payment) under the Pension Plan,
determined, if the Participant has not attained his Social Security Retirement Age on the
date the retirement benefit under the Plan is to commence, according to a projection based
upon the advice of the Actuary of the cost-of-living increase(s) in the limitation under
Section 415 of the Code expected to have become effective as of the date the Participant
would attain his Social Security Retirement Age;




and, if applicable, further reduced by -




     (iii) if the Participant has not attained age 65 on the date the retirement benefit
under the Plan is to commence, the amount of the retirement benefit shall be reduced for
commencement prior to age 65 to the same extent (if any) that the Participant’s Pension
under the Pension Plan would have been reduced for commencement prior to age 65 if it had
commenced as of the date the retirement benefit under the Plan commenced.



     Section 5.03 Amount of Spouse Death Benefit. The Spouse death benefit payable
under the Plan to a Spouse who is eligible therefor shall be determined as follows:




     (i) the Qualified Preretirement Survivor Annuity that such Spouse would receive under
the Pension Plan based on the regular Pension (on a single-life-only basis payable
commencing at the later of age 65 or the Participant’s death) the Participant with respect
to whom the Spouse death benefit is payable would have received if the Pension Plan were not
subject to (and contained no provisions with respect to) Section 415 of the Code or Section
401(a)(17) of the Code;




reduced by –




     (ii) the Qualified Preretirement Survivor Annuity payable to such Spouse under the
Pension Plan (regardless of the actual form of payment or timing of commencement of
payment), based on the regular Pension (on a single-life-only basis payable commencing at
the later of age 65 or the Participant’s death) the Participant with respect to whom the
Spouse death benefit is payable would have received, determined, if the Participant had not
attained or would not if he had survived have attained his Social Security Retirement Age on
the date the death benefit under the Plan is to commence, according to a projection based
upon the advice of the Actuary of the cost-of living
increase(s) in the limitation under Section 415 of the Code expected to have become
effective as of the date the Participant would have attained his Social Security Retirement
Age;



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and, if applicable, further reduced by -




     (iii) if the Participant with respect to whom the Spouse death benefit is payable had
not attained or would not if he had survived have attained age 65 on the date the Spouse
death benefit under the plan is to commence, the Spouse death benefit shall be reduced for
commencement prior to age 65 to the same extent (if any) that the Qualified Preretirement
Survivor Annuity under the Pension Plan would have been reduced for commencement prior to
the Participant’s age 65 if it had commenced as of the date the death benefit under the Plan
commenced.



     Section 5.04 Vesting. The benefits under this Article V shall vest at the
same time(s), in the same manner, and to the same extent as the Participant’s Accrued Pension under
the Pension Plan.



     Section 5.05 Form of Payment. The form of payment of the retirement benefit
or Spouse death benefit as determined under this Article V shall be a monthly amount payable
monthly as of the first day of each month for the life only of the retired Participant or Spouse,
as applicable, except that, if a Participant receives his Pension benefit under the Pension Plan
commencing as of the same date as the commencement date of his retirement benefit hereunder, and in
a form of payment other than a single-life-annuity (for the Participant’s life), the Committee may,
in its sole and absolute discretion exercised on or before the date the first payment thereof is
made, direct that the retired Participant’s retirement benefit under the Plan be paid in the form
in which the retired Participant’s retirement benefit under the Pension Plan is paid, in which case
the amounts payable under the Plan in the alternative form of payment shall be the Actuarial
Equivalent of the normal form of payment under the Plan.



     Section 5.06 Time of Payment. Payment of a Participant’s retirement benefit
under the Plan shall commence as of the first day of the first month for which the Participant is
eligible to commence his Pension under the Pension Plan. Any Spouse death benefit under the Plan
shall commence as of the first day of the calendar month next following the later of the calendar
month in which the Participant’s death occurs or the calendar month in which the Spouse could elect
to receive a Qualified Preretirement Survivor Annuity under the Pension Plan.



     Section 5.07 Adjustments to Benefits. Notwithstanding any other provision of
the Plan to the contrary:




     (i) if the amount of a Participant’s Pension or a Spouse’s Qualified Preretirement
Survivor Annuity payable under the Pension Plan increases subsequent to the computation of
or commencement of payment of the retirement benefit or Spouse death benefit under the Plan
 — by reason of an increase or increases in the limitation under Section 415 of the Code
that were not projected to occur pursuant to clause (ii) of Section 5.02 or clause (ii) of
Section 5.03, whichever applies; by reason of commencement of the Participant’s Pension or
the Spouse’s Qualified Preretirement Survivor Annuity under the Pension Plan as of a date
later than the commencement of the Participant’s retirement benefit or Spouse’s death
benefit under the Plan; or by reason of
payment of the Participant’s Pension under the Pension Plan in a form part or all of
which is not subject to the limitations of Section 415 of the Code — the Participant’s
retirement benefit or Spouse death benefit under the Plan shall be reduced prospectively,
and retroactively if a prospective reduction is not sufficient to reflect fully such
increase(s),



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from the effective date (s) of such increase(s) by the Actuarial Equivalent of
such increase(s).




     (ii) To the extent that an increase or increases in the limitation under Section 415 of
the Code projected to occur pursuant to clause (ii) of Section 5.02 or clause (ii) of
Section 5.03, whichever applies, does not or do not occur, the Participant’s retirement
benefit or Spouse death benefit under the Plan shall be increased prospectively, and
retroactively if a prospective increase is not sufficient to reflect fully the
non-occurrence of such increase(s), by the Actuarial Equivalent of such increase(s) that did
not occur.




     (iii) To the extent that a Participant could not receive on a current basis the full
amount of his Pension or a Spouse could not receive on a current basis the full amount of
Qualified Preretirement Survivor Annuity payable under the Pension Plan because of the
reduction under the limitation of Section 415 of the Code for commencement of the benefit
thereunder prior to the Participant’s Social Security Retirement Age, the Participant’s
retirement benefit under the Plan or Spouse death benefit under the Plan shall be increased
prospectively, and retroactively if a prospective increase is not sufficient to reflect
fully such reduction in the limitation of Section 415 of the Code, by the Actuarial
Equivalent of such reduction in the limitation of Section 415 of the Code.



ARTICLE VI




Administration




     Section 6.01 Plan Administrator. The Committee shall be responsible for the
general administration of the Plan and carrying out the provisions hereof and shall be the “plan
administrator” for purposes of the Employee Retirement Income Security Act of 1974, as amended from
time to time. Any discretionary determination provided for in the Plan with respect to the timing,
amount, or form of a Participant’s benefit under the Plan shall be made by the Committee. The Plan
Administrator may retain auditors, accountants, legal counsel and actuarial counsel selected by it.
Any person authorized to act on behalf of the Plan Administrator may act in any such capacity, and
any such auditors, accountants, legal counsel and actuarial counsel may be persons acting in a
similar capacity for one or more members of the Controlled Group and may be employees of one or
more members of the Controlled Group. The opinion of any such auditor, accountant, legal counsel
or actuarial counsel shall be full and complete authority and protection in respect to any action
taken, suffered or omitted by any person authorized to act on behalf of the Plan Administrator in
good faith and in accordance with such opinion. Notwithstanding the foregoing, no person shall
vote or take action on a matter solely with respect to his own Plan benefit.



     Section 6.02 Expenses. The Company shall pay all expenses incurred in the
administration of the Plan.



     Section 6.03 Records. The Company shall keep such records as shall be proper,
necessary or desirable to effectuate the purposes of the Plan, including, without in any manner
limiting the generality of the foregoing, records and information with respect to the benefits
granted to Participants, dates of employment and determinations made hereunder.



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     Section 6.04 Legal Incompetency. The Plan Administrator may, in its sole and
absolute discretion, make or cause to be made payment either directly to an incompetent or disabled
person, or to the guardian of such person, or to the person having custody of such person, without
further liability on the part of the Company, any member of the Controlled Group, the Plan
Administrator, or any person, for the amounts of such payment to the person on whose account such
payment is made.



     Section 6.05 Claims Procedure. The claims procedures provisions of the
Profit-Sharing Plan, Thrift Plan, and the Pension Plan are incorporated herein by reference and
shall apply to benefits under Article III, Article IV, and Article V, respectively, of the Plan.



ARTICLE VII




Miscellaneous




     Section 7.01 Amendments. 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 prospectively
or retroactively, except that no such action shall permit a Participant to elect to defer the
receipt of compensation with respect to services performed prior to such action or an election to
defer, nor shall any such action adversely affect the rights of any Participant to or the operation
of the Plan with respect to any benefits that have accrued prior to such action.



     Section 7.02 No Employment Rights. Neither the establishment or maintenance
of the Plan nor the status of an employee as a Participant shall give any Participant any right to
be retained in employment; and no Participant and no person claiming under or through such
Participant shall have any right or interest in any benefit under the Plan unless and until the
terms, conditions and provisions of the Plan affecting such Participant shall have been satisfied.



     Section 7.03 Nonalienation. The right of any Participant or any person
claiming under or through a Participant to any benefit or any payment hereunder shall not be
subject in any manner to attachment or other legal process for the debts of the Participant or
person; and the same shall not be subject to anticipation, alienation, sale, transfer, assignment
or encumbrance.



     Section 7.04 Limitation of Liability. No member of the Board and no officer
or employee of any member of the Controlled Group shall be liable to any person for any action
taken or omitted in connection with this Plan, nor shall any member of the Controlled Group be
liable to any person for any such action or omission. No person shall, because of the Plan,
acquire any right to an accounting or to examine the books or the affairs of any member of a
Controlled Group. Nothing in the Plan shall be construed to create any trust or fiduciary
relationship between any member of the Controlled Group and any Participant or any other person.



     Section 7.05 Acceleration of Payment. The Committee in its sole and absolute
discretion may accelerate the time of payment of any benefit under the Plan to the extent that it
deems it equitable or desirable under the circumstances. Any accelerated payment of a benefit
(or portion of a benefit) under Article V shall be in a single sum payment that is the Actuarial
Equivalent of the benefit (or portion of a benefit) the payment of which is being accelerated.



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     Section 7.06 Representative of Board. The Board may from time to time
designate an individual or committee to carry out any duties or responsibilities of the Board
hereunder.



     Section 7.07 Designation of Beneficiary. Each Participant may in the manner
prescribed by the Company designate a Beneficiary in writing to receive any and all payments to
which he may be entitled under Article III and/or Article IV of the Plan upon his death. If a
Participant fails to designate a Beneficiary in writing in the manner prescribed by the Company,
any benefits remaining unpaid at his death shall be paid to his surviving Spouse and if there is no
surviving Spouse to the executor or other personal representative of the Participant to be
distributed in accordance with the Participant’s will or applicable law.



     Section 7.08 Reemployment of a Participant. In the event of the reemployment
as an employee in any capacity by the Company or a member of the Controlled Group of a Participant
whose employment covered under the Plan has terminated, payment of his benefits under the Plan
shall be suspended during his period of reemployment to the same extent as payment of his benefits
under the Profit-Sharing Plan, the Thrift Plan, the Pension Plan, as applicable, are suspended.
The Participant shall accrue additional credit for purposes of increasing his benefits under the
Plan with respect to his reemployment period only if he again becomes a Participant as provided in
paragraph (l) of Section 2.01.



     Section 7.09 Successors. The Company shall require any successor (whether
direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business and/or assets of the Company expressly to assume this Plan. This
Plan shall be binding upon and inure to the benefit of the Company and any successor of or the
Company, including without limitation any persons acquiring directly or indirectly all or
substantially all of the business and/or assets of the Company whether by sale, merger,
consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the
“Company” for the purposes of this Plan), and the heirs, beneficiaries, executors and
administrators of each Participant.



     Section 7.10 Compliance with Section 409A of the Code. It is intended that
the Plan comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in
gross income of any amounts deferred by the Participants under the Plan in a taxable year that is
prior to the taxable year or years in which such amounts would otherwise actually be distributed or
made available to Participants or their Beneficiaries. This Plan shall be construed, administered,
and governed in a manner that effects such intent, and the Company shall not take any action that
would be inconsistent with such intent. Any provisions that would cause any amount deferred or
payable under the Plan to be includible in the gross income of any Participant or Beneficiary under
Section 409A(a)(1) of the Code shall have no force and effect unless and until amended to cause
such amount to not be so includible (which amendment may be retroactive to the extent permitted by
Section 409A of the Code). Any reference in this Plan to Section 409A of the Code will also
include any proposed, temporary or final regulations, or any other guidance, promulgated with
respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.



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ARTICLE VIII




Assignment and Assumption from Alltel Corporation Benefit Restoration Plan




     Section 8.01 Assignment and Assumption. Pursuant to the Employee Benefits
Agreement and Assumption Agreement, all obligations and liabilities under the Alltel Plan with
respect to the individuals listed on Exhibit A have been assigned and transferred to the Plan.
Each individual listed on Exhibit A (a “Transferred Participant”) shall become a Participant in the
Plan as of the Effective Date.



     Section 8.02 Accounts and Benefit. As of the Effective Date, each Transferred
Participant shall have credited to his Profit-Sharing Plan Excess Benefit Account under Article III
of the Plan and his Thrift Plan Excess Benefit Account under Article IV of the Plan the amount
credited to him under the corresponding account under the Alltel Plan as of the Effective Date
(including all amounts earned as of the Effective Date for services performed by such Participant
with respect to the Alltel Plan), which amount shall be the value of each Transferred Participant’s
respective Alltel Plan accounts as of May 31, 2006 as set forth on Exhibit A (which such account
balances shall be added to such Exhibit A no later than July 18, 2006) with appropriate adjustments
as provided under the Alltel Plan for deferrals and earnings from May 31, 2006 through July 17,
2006. The retirement and spousal death benefit under Article V of the Alltel Plan immediately
prior to the Effective Date shall be carried over to the Plan, provided, however, that there shall
be no duplication of benefits by reason of this provision and the operation of Article V of the
Plan with respect to the Pension Plan (and liabilities transferred (or to be transferred) to the
Pension Plan from the Alltel Corporation Pension Plan). On and after the Effective Date, the
Transferred Participants shall only be entitled to benefits under the terms and conditions of this
Plan and shall cease to have any rights under the terms of the Alltel Plan.



     Section 8.03 Deferral Election. The deferral election filed by each
Transferred Participant under the Alltel Plan with respect to services performed in 2006 shall
continue to govern the deferral of Excess Compensation earned during the 2006 calendar year under
the Plan. Such deferral election shall be irrevocable. Transferred Participants shall only be
eligible to defer Excess Compensation attributable to services performed during the 2006 calendar
year after the Effective Date, subject to the terms and conditions hereof.



     Section 8.04 Other Elections. The elections made by Transferred Participants
under the Alltel Plan (including, without limitation, elections as to time and form of payment and
designation of Beneficiaries) shall be carried over and shall apply for purposes of the Plan,
subject to any change of election rights under the Plan.



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     IN
WITNESS WHEREOF, Alltel Holding Corp. has caused this Plan to be
executed as of this July 16, day of July, 2006.



	 	 	 	 	 	 	 
	 	 	ALLTEL HOLDING CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John P. Fletcher	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	John P. Fletcher	 	 
	 

	 	 	 	Executive Vice President and General Counsel	 	 







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