Exhibit
(10)(c)(9)


 


EMPLOYMENT
AGREEMENT



BETWEEN



ALLTEL CORPORATION



AND



SCOTT T. FORD


 

















 


TABLE OF
CONTENTS


 


	
  Section 1.

  	
  Definitions

  
	
  1.1.

  	
  ALLTEL Group

  
	
  1.2.

  	
  Annual Incentive
  Benefit

  
	
  1.3.

  	
  Annual Incentive
  Plan

  
	
  1.4.

  	
  Annual Incentive Target
  

  
	
  1.5.

  	
  Base Salary

  
	
  1.6

  	
  Beneficiary

  
	
  1.7.

  	
  Board

  
	
  1.8.

  	
  Cause

  
	
  1.9.

  	
  Compensation
  Committee

  
	
  1.10.

  	
  Disability

  
	
  1.11.

  	
  Good Reason

  
	
  1.12.

  	
  Health Benefits
  Continuation

  
	
  1.13.

  	
  Long-Term
  Incentive Benefit

  
	
  1.14.

  	
  Long-Term
  Incentive Plan

  
	
  1.15.

  	
  Non-Interference/Assistance
  Period

  
	
  1.16.

  	
  Notice of
  Termination

  
	
  1.17.

  	
  Ordinary
  Termination Benefits

  
	
  1.18.

  	
  Other Vested
  Benefits

  
	
  1.19.

  	
  Perquisite
  Continuation

  
	
  1.20.

  	
  Prior Annual
  Incentive Amount

  
	
  1.21.

  	
  Prorated
  Annual Incentive Benefit

  
	
  1.22.

  	
  Prorated
  Long-Term Incentive Benefit

  
	
  1.23.

  	
  SERP

  
	
  1.24.

  	
  Severance Amount

  
	
  1.25.

  	
  Severance Benefits

  
	
  1.26.

  	
  Spouse

  
	
  1.27.

  	
  Term

  
	
  1.28.

  	
  Termination Date

  
	
   

  	
   

  
	
  Section 2.

  	
  Term of Agreement

  
	
   

  	
   

  
	
  Section 3.

  	
  Position and
  Responsibilities

  
	
   

  	
   

  
	
  Section 4.

  	
  Standard of Care

  
	
   

  	
   

  
	
  Section 5.

  	
  Compensation

  
	
  5.1.

  	
  Base Salary

  
	
  5.2.

  	
  Other Benefits

  
	
   

  	
   

  
	
  Section 6.

  	
  Expense
  Reimbursement

  
	
   

  	
   

  
	
  Section 7.

  	
  Employment
  Terminations

  
	
  7.1.

  	
  Termination Due to
  Death

  
	
  7.2.

  	
  Termination Due to
  Disability

  



 


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  7.3.

  	
  Termination for
  Cause

  
	
  7.4.

  	
  Voluntary
  Termination by the Executive Other Than for Good Reason

  
	
  7.5.

  	
  Termination
  by ALLTEL Other Than for Cause or by Executive for Good Reason

  
	
  7.6.

  	
  Health Benefits
  Continuation

  
	
   

  	
   

  
	
  Section 8.

  	
  Protective
  Covenants by the Executive

  
	
  8.1.

  	
  Return of Property

  
	
  8.2.

  	
  Non-Disclosure

  
	
  8.3.

  	
  Non-Interference

  
	
  8.4.

  	
  Harmful Statements

  
	
  8.5.

  	
  Resignations

  
	
  8.6.

  	
  Challenge to
  Validity

  
	
  8.7.

  	
  Assistance to
  ALLTEL

  
	
   

  	
   

  
	
  Section 9.

  	
  Successors;
  Binding Agreement; Assignment

  
	
  9.1.

  	
  As to ALLTEL

  
	
  9.2.

  	
  As to the
  Executive

  
	
   

  	
   

  
	
  Section 10.

  	
  Dispute Resolution
  and Notices

  
	
  10.1.

  	
  Dispute Resolution

  
	
  10.2.

  	
  Notices

  
	
   

  	
   

  
	
  Section 11.

  	
  Survival
  of Obligations and Remedies

  
	
  11.1.

  	
  Survival of
  Obligations

  
	
  11.2.

  	
  Remedies;
  Protective Covenants

  
	
   

  	
   

  
	
  Section 12.

  	
  Miscellaneous

  
	
  12.1.

  	
  Termination
  Procedures

  
	
  12.2.

  	
  ALLTEL
  Representations

  
	
  12.3.

  	
  No Duplication

  
	
  12.4.

  	
  No Mitigation

  
	
  12.5.

  	
  Entire Agreement

  
	
  12.6.

  	
  Modification

  
	
  12.7.

  	
  Severability

  
	
  12.8.

  	
  Counterparts

  
	
  12.9.

  	
  Withholding

  
	
  12.10.

  	
  Prior
  Change in Control Agreement

  
	
  12.11.

  	
  Third Party
  Beneficiaries

  
	
  12.12.

  	
  Governing Law

  



 


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EMPLOYMENT
AGREEMENT

BETWEEN

ALLTEL CORPORATION AND SCOTT T. FORD


 


This Employment Agreement (this “Agreement”) is made,
entered into, and is effective as of July 24, 2003 (the “Effective Date”),
by and between ALLTEL Corporation, a Delaware corporation (“ALLTEL”), and Scott
T. Ford (the “Executive”).


 


The Executive is the President and Chief Executive
Officer of ALLTEL.  ALLTEL is desirous
of assuring the continued employment of the Executive and wishes to establish
certain terms and conditions of employment of the Executive, to provide certain
benefits to the Executive in the case of his termination of employment, and to
obtain certain agreements from the Executive for the benefit of ALLTEL.  ALLTEL and the Executive desire to agree
regarding the foregoing upon terms that are satisfactory to ALLTEL and to the
Executive.


 


ALLTEL and the Executive agree as follows:


 


Section 1.               Definitions.


 


For purposes of this Agreement, the following terms
shall have the meanings indicated below:


 


1.1.          “ALLTEL
Group” shall mean, collectively, ALLTEL and all other entities that are
direct or indirect subsidiaries of ALLTEL from time to time, and a “member” of
the ALLTEL Group shall mean ALLTEL or any of such entities.


 


1.2.          “Annual Incentive Benefit” shall mean the
higher of the Annual Incentive Target or the Prior Annual Incentive Amount.


 


1.3.          “Annual Incentive Plan” shall mean the ALLTEL
Corporation Performance Incentive Compensation Plan and any one or more other
formalized plans, if any, in which the Executive is eligible to participate
providing incentive compensation payable in cash to eligible participants
determined on the basis of a measuring period not in excess of 12 calendar
months, but shall expressly exclude, without limitation, the ALLTEL Corporation
1998 Management Deferred Compensation Plan, the Long-Term Incentive Plan, the
ALLTEL Corporation Executive Deferred Compensation Plan, any plan qualified or
intended to be qualified under Section 401(a) of the Code and any plan
supplementary thereto, any plan or arrangement under which stock, stock
options, stock appreciation rights, restricted stock or similar options, stock,
or rights are issued, any amendment or restatement of, or successor plan to,
any of the foregoing plans in effect from time to time, and any executive
fringe benefits.


 


1.4.          “Annual Incentive Target” shall mean the amount
of cash compensation that would be payable to the Executive under the Annual
Incentive Plan for the measuring period during which the Termination Date
occurs, computed assuming that the level of performance with respect to a
performance goal identified in accordance with the terms of the Annual
Incentive Plan as the “target” level of performance has been achieved.  Where no level of performance has been
specifically identified as the “target” level, the “target” level shall be (i)


 

















 


the only level if one level is identified, (ii) the
higher of two levels if two levels are identified, and (iii) the highest level
if three or more levels are identified. 
Where the amount of compensation depends on the achievement of multiple
performance goals, the achievement of each target level of performance with
respect to each goal shall be assumed.


 


1.5.          “Base
Salary” shall have the meaning given to such term in Section 5.1,
except that where the Base Salary of the Executive has, notwithstanding the
provisions of Section 5.1, been reduced, Base Salary shall mean the Base
Salary without giving effect to the reduction.


 


1.6.          “Beneficiary”
shall mean the person so designated by the Executive in a written notice to
ALLTEL prior to his death, and in the absence of a written beneficiary
designation, the Executive’s Beneficiary shall be his surviving Spouse, or if
he has no surviving Spouse, his estate, except (in each case) where otherwise
required by law or the terms of an applicable compensation arrangement or
employee benefit plan (including, if applicable, the SERP).


 


1.7.          “Board”
(or “ALLTEL’s Board”) shall mean the Board of Directors of ALLTEL.


 


1.8.          “Cause”
shall have the meaning given to such term in Section 7.3.


 


1.9.          “Compensation Committee” shall mean the
Compensation Committee of the Board or, with respect to any period during which
there is no Compensation Committee of the Board, the Board.


 


1.10.        “Disability”
shall mean the incapacity of the Executive, due to injury, illness, disease, or
bodily or mental infirmity, to engage in the performance of his usual duties as
contemplated by Section 3 (Position and Responsibilities), except for an
incapacity of the Executive for a period of 60 days or less in the aggregate
during any period of 12 consecutive calendar months in the absence of a
reasonable expectation that the Executive’s incapacity will exist for more than
60 days.  “Disability” shall be
determined by the Board in the good faith exercise of its discretion upon
receipt of and in reliance on competent medical advice from one or more
individuals who are qualified to give professional medical advice on the matters
that are relevant to the Executive’s condition selected by the Board.


 


1.11.        “Good
Reason” shall mean the occurrence on or after the Effective Date and no
more than 180 days prior to the date that notice of termination is given by the
Executive in accordance with Section 7.5 (Termination by ALLTEL Other Than
for Cause or by Executive for Good Reason), without the Executive’s express
written consent, of any one or more of the following:


 


(i)            Any action of ALLTEL
that results in a material adverse change in the Executive’s position
(including status, offices, title, and reporting requirements), authorities,
duties, or other responsibilities, other than an insubstantial and inadvertent
action that is remedied by ALLTEL promptly after receipt of notice thereof
given by the Executive;


 


(ii)           A material reduction by
ALLTEL in the Executive’s compensation, as contemplated by Section 5;


 


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(iii)          ALLTEL’s amending or
terminating the SERP in a manner that is adverse to the Executive, unless prior
to or coincident with the amendment or termination of the SERP a substitute or
alternative arrangement is provided so that the level of retirement benefits
anticipated to be received by the Executive by reason of his employment with
the ALLTEL Group is not materially reduced; and


 


(iv)          A material breach by
ALLTEL of any provision of this Agreement that is not remedied by ALLTEL
promptly after receipt of notice thereof given to ALLTEL by the Executive.


 


Notwithstanding the foregoing, in no event shall any
of the following constitute “Good Reason”:


 


(i)            A reduction in any
component of the Executive’s compensation if coincident with the reduction in
that component of the Executive’s compensation one or more other components of
the Executive’s compensation is or are increased or a substitute or alternative
is provided so that the Executive’s overall compensation is not materially
reduced;


 


(ii)           The Executive does not
earn cash bonuses or benefit from equity incentives awarded to the
Executive because one or more performance goals or targets (including
appreciation in value related to equity awards) was or were not achieved;
and


 


(iii)          The suspension of the
Executive for the period during which the Board is making a determination whether
to terminate the Executive for Cause in accordance with Section 7.3
(Termination for Cause).


 


1.12.        “Health Benefits Continuation” shall have
the meaning set forth in Section 7.6.


 


1.13.        “Long-Term Incentive Benefit” shall mean the
higher of (i) the amount paid or payable to the Executive under the Long-Term
Incentive Plan for the most recently concluded plan cycle or other measuring
period for the determination of payments under the Long-Term Incentive Plan
(“plan cycle”) prior to the Termination Date or (ii) the amount that would be
payable to the Executive under the Long-Term Incentive Plan with respect to the
plan cycle containing the Termination Date, computed assuming that the level of
performance with respect to a performance goal identified in accordance with
the terms of the Long-Term Annual Incentive Plan as the “target” level of
performance for that plan cycle has been achieved.  Where no level of performance has been specifically identified as
the “target” level, the “target” level shall be (i) the only level if one level
is identified, (ii) the higher of two levels if two levels are identified, and
(iii) the highest level if three or more levels are identified.  For purposes of this definition and the
definition of “Prorated Long-Term Incentive Benefit”, where the amount of
compensation depends on the achievement of multiple performance goals, the
achievements of


 


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each target level of performance with respect to each
goal shall be assumed.  Where
compensation of the Executive is averaged over a multiple-year period with
respect to a plan cycle for purposes of determining the amount payable for that
plan cycle, compensation used for such averaging shall be: (i) with respect to
completed years within the plan cycle, the compensation actually used under the
terms of the Long-Term Incentive Plan with respect to such completed years, and
(ii) with respect to the year during which the Termination Date occurs, if not
completed, the Base Salary of the Executive for the full year, whether earned
or unearned.


 


1.14.        “Long-Term Incentive Plan” shall mean the
ALLTEL Corporation Long-Term Performance Incentive Compensation Plan and any
one or more other formalized plans, if any, in which the Executive is eligible
to participate providing incentive compensation payable in cash determined on
the basis of a measuring period of in excess of 12 calendar months, but shall
expressly exclude, without limitation, the ALLTEL Corporation 1998 Management
Deferred Compensation Plan,  the Annual Incentive Plan, the ALLTEL
Corporation Executive Deferred Compensation Plan, any plan qualified or
intended to be qualified under Section 401(a) of the Code and any plan
supplementary thereto, any plan or arrangement under which stock, stock
options, stock appreciation rights, restricted stock or similar options, stock,
or rights are issued, any amendment or restatement of, or successor plan to,
any of the foregoing plans in effect from time to time, and any executive
fringe benefits.


 


1.15.        “Non-Interference/Assistance Period”
shall mean the period commencing with the termination of the Executive’s
employment with the ALLTEL Group and ending on the second anniversary of the
date on which occurs the Executive’s termination of employment with the ALLTEL
Group.


 


1.16.        “Notice of Termination” shall have the meaning
given to such term in Section 12.1.


 


1.17.        “Ordinary Termination Benefits” shall
mean (i) the Executive’s Base Salary earned but not paid through the
Termination Date and (ii) Other Vested Benefits.


 


1.18.        “Other Vested Benefits” shall mean all
compensation and benefits to which the Executive has a vested right on the
Termination Date, including but not limited to, the SERP benefit (if vested),
any amount payable to the Executive under the Annual Incentive Plan’s terms
with respect to the measuring period during which the Termination Date occurs,
any amount payable to the Executive under the Long Term Incentive Plan’s terms
with respect to any plan cycle(s) during which the Termination Date occurs, and
any other benefits payable under this Agreement, but expressly excluding Base
Salary, Severance Benefits, Health Benefits Continuation, and Perquisite
Continuation.


 


1.19.        “Perquisite Continuation” shall mean the
continuation following a qualifying Termination Date by the appropriate
member(s) of the ALLTEL Group of the perquisites provided to the Executive on a
basis not less favorable to the Executive than the most favorable basis on
which perquisites were provided to the Executive during the 210-day period
ending on


 


4

















 


the Termination Date until the end of the 24th
calendar month following the month during which the Termination Date occurred.


 


1.20.        “Prior Annual Incentive Amount” shall mean
the amount of cash compensation that was paid or payable to the Executive under
the Annual Incentive Plan for the measuring period ending immediately prior to
the measuring period during which the Termination Date occurs.


 


1.21.        “Prorated Annual Incentive Benefit”
shall mean the Annual Incentive Benefit multiplied by a fraction, the numerator
of which is the number of calendar months (counting a partial calendar month as
a full month) that have elapsed in the measuring period during which the Termination
Date occurs prior to the Termination Date, and the denominator of which is
twelve (12); reduced by the amount, if any, paid or payable to the Executive
under the Annual Incentive Plan’s terms with respect to the measuring period
during which the Termination Date occurs.


 


1.22.        “Prorated Long-Term Incentive Benefit”
shall mean the sum of the amounts (each a “plan cycle amount”) that would be
payable to the Executive under the Long-Term Incentive Plan with respect to all
multiple-year plan cycles or other measuring periods for the determination of
payments under the Long-Term Incentive Plan (each a “plan cycle”) containing
the Termination Date, computed assuming that the level of performance with
respect to a performance goal identified in accordance with the terms of the
Long-Term Incentive Plan as the “target” level of performance for each plan
cycle has been achieved, with each such plan cycle amount being multiplied by a
fraction, the numerator of which is the number of calendar months (counting a
partial calendar month as a full month) that have elapsed in the plan cycle
with respect to which such plan cycle amount is being determined as of the
Termination Date, and the denominator of which is the number of calendar months
in the plan cycle; reduced by the amount, if any, paid or payable to the
Executive under the Long-Term Incentive Plan’s terms with respect to any plan
cycle(s) during which the Termination Date occurs.


 


1.23.        “SERP”
shall mean the ALLTEL Corporation Supplemental Executive Retirement Plan (First
Restatement), as amended from time to time, except that if the SERP has been
amended or terminated in a manner that is adverse to the Executive and a
substitute or alternative arrangement has been provided so that the amendment
or termination of the SERP does not constitute “Good Reason” as provided in
clause (iii) of Section 1.11 (“Good Reason”), the term SERF shall mean any
substitute or alternative arrangement, as amended from time to time.


 


1.24.        “Severance Amount” shall mean the sum of:


 


(v)         the Executive’s annual
Base Salary,


 


(vi)         the Annual Incentive
Benefit, and


 


(vii)         the Long-Term Incentive
Benefit.


 


1.25.        “Severance Benefits” shall mean: (i) a lump sum
payment, in cash, equal to the sum of (A) the Severance Amount multiplied by two;
(B) the Prorated Annual Incentive Benefit;


 


5

















 


and (C) the Prorated Long-Term Incentive Benefit; and
reduced by any cash severance benefit otherwise paid or payable to the
Executive under any severance plan or other severance arrangement of the ALLTEL
Group; and (ii) Health Benefits Continuation and Perquisite Continuation.


 


1.26.        “Spouse”
shall mean the person (if any) to whom the Executive is legally married at the
relevant time, or if the Executive is deceased, the person (if any) to whom the
Executive was legally married at the time of the Executive’s death.


 


1.27.        “Term”
shall have the meaning given to such term in Section 2.


 


1.28.        “Termination
Date” shall mean the effective date of the termination of the Executive’s
employment with the ALLTEL Group during the Term.


 


Section 2.               Term of Agreement.


 


(A)          ALLTEL
shall employ the Executive, and may cause any other member of the ALLTEL Group
to employ the Executive, and the Executive shall continue his employment in
accordance with the terms and conditions set forth herein, for the “Term” of
this Agreement.


 


(B)           The
“Term” shall mean the period commencing on the Effective Date and ending on the
earlier of:


 


(i)            the Termination Date;
or


 


(ii)           December 31, 2007.


 


Section 3.               Position and Responsibilities.


 


During the Term, the Executive shall have those
positions, duties, and responsibilities with the ALLTEL Group consistent with
the Executive’s status as ALLTEL’s Chief Executive Officer and President, as
may be determined from time to time by ALLTEL’s Board.


 


Section 4.               Standard of Care.


 


During the Term, the Executive shall devote
substantially his full business time, attention, and energies to the business
of the ALLTEL Group, except that the Executive may serve as a director of or
officer of or otherwise participate in other businesses and civic, charitable,
and educational organizations so long as that service or participation is not
injurious to the ALLTEL Group, does not violate any provision of Section 8
(Protective Covenants By the Executive), and does not interfere with the
performance of his duties for the ALLTEL Group.  During the Term, the Executive shall:


 


(i)            Devote his best
efforts to the fulfillment of his employment obligations hereunder;


 


6

















 


(ii)           Exercise the highest
degree of loyalty to the ALLTEL Group and the highest standards of conduct in
the performance of his duties; and


 


(iii)          Do nothing which
intentionally harms, in any way, the business or reputation of the ALLTEL
Group.


 


Section 5.               Compensation.


 


As remuneration for all services to be rendered to the
ALLTEL Group by the Executive during the Term and except as otherwise provided
in this Agreement, ALLTEL shall pay or provide, or cause another member of the
ALLTEL Group to pay or provide, to the Executive the following:


 


5.1.          Base
Salary.


 


During the Term, the Executive shall receive a base
salary (“Base Salary”) at a rate of no less than $850,000.00 per annum.  During the Term, the Executive’s Base Salary
shall be reviewed annually by the Compensation Committee and may be increased
by the Board in its sole and absolute discretion.  If so increased, the Base Salary shall be increased for all
purposes of this Agreement.  Once so
increased, the Base Salary shall not be decreased during the Term.  The Executive’s Base Salary shall be paid to
the Executive in installments throughout the year, consistent with the normal
payroll practices of ALLTEL.


 


5.2.          Other
Benefits.


 


During the Term, the Executive shall be eligible to
participate in all bonus, equity incentive, employee benefits and perquisite
plans, programs and arrangements that are no less favorable to the Executive
than the plans, programs and arrangements provided to the Executive as in effect
on the Effective Date.


 


Section 6.               Expense Reimbursement.


 


ALLTEL shall pay or reimburse the Executive for
ordinary and necessary employment-related expenses of the Executive on a basis
that is no less favorable to the Executive than as in effect on the Effective
Date and that is no less favorable to the Executive than the basis on which
payment or reimbursement of employment-related expenses is made from time to
time to other senior executives of ALLTEL.


 


Section 7.               Employment Terminations.


 


7.1.          Termination Due to Death.


 


(A)          In
the event of the death of the Executive during the Term, ALLTEL shall pay or
provide to the Executive’s Beneficiary, in full satisfaction of all amounts
due, the Ordinary Termination Benefits, and, if applicable, the benefits under
the SERP as provided therein.


 


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(B)           The
Ordinary Termination Benefits shall be paid in a single cash lump sum within 10
business days after the Termination Date, except as otherwise required by law,
by the terms of any applicable compensation arrangement or employee benefit
plan (including, if applicable, the SERP), or by the terms of this Agreement.


 


7.2.          Termination Due to Disability.


 


(A)          In
the event of the Executive’s Disability during the Term, ALLTEL’s Board may
terminate or cause to be terminated the Executive’s employment under this
Agreement by written notice to the Executive of the termination of the
Executive’s employment for Disability in accordance with this Section 7.2
given at least 10 business days prior to the effective date of such
termination.  A termination for
Disability shall become effective upon the end of the 10-business-day notice
period.  Upon the effective date of the
Executive’s termination of employment on account of Disability, ALLTEL shall
pay or provide to the Executive, in full satisfaction of all amounts due, the
Ordinary Termination Benefits, and, if applicable, the benefits under the SERP
as provided therein.


 


(B)           The
Ordinary Termination Benefits shall be paid in a single cash lump sum within 10
business days after the Termination Date, except as otherwise required by law,
by the terms of any applicable compensation arrangement or employee benefit
plan (including, if applicable, the SERP), or by the terms of this Agreement.


 


7.3.          Termination for Cause.


 


(A)          ALLTEL’s
Board may terminate or cause to be terminated the Executive’s employment under
this Agreement for “Cause” in accordance with this Section 7.3 at any time
during the Term.  Upon a termination for
Cause under this Section 7.3 during the Term, ALLTEL shall pay or provide
to the Executive, in full satisfaction of all amounts due, the Ordinary
Termination Benefits.


 


(B)           The
Ordinary Termination Benefits shall be paid in a single lump sum within 10
business days after the Termination Date, except as otherwise required by law,
by the terms of any applicable compensation arrangement or employee benefit
plan (including, if applicable, the SERP), or by the terms of this Agreement.


 


(C)           “Cause”
shall mean (i) conviction of the Executive of a felony, (ii) gross neglect by
the Executive of the performance of his duties hereunder or gross misconduct by
the Executive that in either case produces material economic harm to any member
of the ALLTEL Group, or (iii) a material breach by the Executive of any
provision of Section 8 (Protective Covenants By The Executive) during the
Term.  Whether an act or failure to act
by the Executive constitutes “Cause” shall be determined by the Board in the
good faith exercise of its discretion, subject to the following requirements:


 


(i)            Written notice shall
be provided to the Executive not less than 10 business days prior to the
effective date of the termination setting forth the intention of ALLTEL’s Board
to consider terminating the Executive for Cause, including a


 


8

















 


statement of the intended effective date of
termination and a description of the specific facts believed to constitute
Cause;


 


(ii)           None of the acts or
omissions of the Executive that the Board believes to constitute Cause shall
have occurred more than 365 days before the earliest date on which any member
of the Board who is not a party to the act or omission knew or should have
known of such act or omission;


 


(iii)          The Executive shall be
offered an opportunity to respond to the statement required by clause (i) above
by appearing in person, together with the Executive’s legal counsel, before the
Board prior to the date of termination;


 


(iv)          By the affirmative vote
of at least 75 percent of the non-employee members of the Board present at the
Board meeting at which the determination is made, the Board shall determine
that the specified facts constituted Cause and that the Executive’s employment
should accordingly be terminated for Cause; and


 


(v)           ALLTEL shall provide
the Executive a copy of the Board’s written determination setting forth with
specificity the basis of the termination for Cause and stating the effective
date of termination.


 


Any purported termination for Cause that does not satisfy each
substantive and procedural requirement of this Section 7.3(C) shall be
treated for all purposes under this Agreement as a termination of the
Executive’s employment under Section 7.5 (Termination by ALLTEL Other Than
for Cause or by Executive for Good Reason).


 


(D)          By
determination of the Board, ALLTEL (and any other member of the ALLTEL Group
then employing the Executive) may, upon written notice to the Executive,
suspend the Executive from his duties for a period of up to 30 days with full
pay and benefits hereunder during the period of time during which the Board is
making a determination under Section 7.3(C) whether to terminate the
Executive’s employment for Cause.


 


7.4.          Voluntary Termination by the
Executive Other Than for Good Reason.


 


(A)          The
Executive may terminate his employment under this Agreement other than for Good
Reason in accordance with this Section 7.4 at any time during the Term by
giving the Board at least 30 days’ prior written notice of termination in
accordance with this Section 7.4. 
The termination automatically shall become effective upon the expiration
of the notice period.  The Executive’s
right to terminate his employment under this Section 7.4 shall not be
affected by the Executive’s disability or incapacity.


 


(B)           Upon
a termination other than for Good Reason under this Section 7.4 during the
Term, ALLTEL shall pay or provide to the Executive, in full satisfaction of all
amounts due, the Ordinary Termination Benefits.


 


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(C)           The
Ordinary Termination Benefits shall be paid in a single lump sum within 10
business days after the Termination Date, except with respect to Health
Benefits Continuation and Perquisites Continuation or as otherwise required by
law, by the terms of any applicable compensation arrangement or employee
benefit plan (including, if applicable, the SERP), or by the terms of this
Agreement.


 


7.5.          Termination by ALLTEL Other Than
for Cause or by Executive for Good Reason.


 


(A)          ALLTEL’s
Board may, in the exercise of its sole and absolute discretion, terminate or
cause to be terminated the Executive’s employment under this Agreement other
than for Cause in accordance with this Section 7.5 at any time during the
Term by written notice to the Executive specifying the effective date of
termination, which effective date shall not be earlier than the date on which
the written notice of termination under this Section 7.5 is given to the
Executive.   The Executive may terminate his
employment under this Agreement for Good Reason in accordance with this
Section 7.5 at any time during the Term by giving the Board 30 days’
written notice of termination in accordance with this Section 7.5, which
must set forth in reasonable detail the facts and circumstances that are claimed
to provide a basis for the Good Reason termination.  The termination automatically shall become effective upon the
expiration of the notice period.  The
Executive’s right to terminate his employment for Good Reason under this
Section 7.5 shall not be affected by the Executive’s disability or
incapacity.  The Executive’s continued
employment under this Agreement shall not constitute consent to, or a waiver of
rights with respect to, any act or failure to act constituting Good Reason.


 


(B)           Upon
a termination by ALLTEL other than for Cause or by the Executive for Good
Reason under this Section 7.5 during the Term, ALLTEL shall pay or provide
or cause another member of the ALLTEL Group to pay or provide to the Executive
in full satisfaction of all amounts due the Ordinary Termination Benefits and
the Severance Benefits, and, if applicable, the benefits under the SERP as
provided therein.


 


(C)           The
Ordinary Termination Benefits, and the Severance Benefits shall be paid in a
single lump sum within 10 business days after the Termination Date, except with
respect to Health Benefits Continuation and Perquisites Continuation or as
otherwise required by law, by the terms of any applicable compensation
arrangement or employee benefit plan (including, if applicable, the SERP), or
by the terms of this Agreement.


 


7.6.          Health Benefits Continuation.


 


(A)          “Health
Benefits Continuation” shall mean that, commencing as of a qualifying
Termination Date, the Executive, and the Spouse of the Executive and the
eligible dependents of the Executive who were covered by the health and dental
benefits provided to active employees of ALLTEL and their spouses and eligible
dependents as of the Termination Date, shall be provided with the health and
dental benefits specified in Section 7.6(B) for a period commencing on the
Termination Date and ending upon the 24th calendar month following the calendar
month in which the Termination Date occurred. 
If the Executive dies subsequent to the commencement of the health and
dental benefit coverage so provided, the surviving Spouse and eligible
dependents of the Executive shall be provided with health and


 


10

















 


dental benefits specified in Section 7.6(B) for the remainder of
the 24-month period.  The 24-month
period shall include any period during which COBRA coverage is in effect in
accordance with Section 7.6(B).


 


(B)           The
health and dental benefits to be provided to the Executive and the Executive’s
Spouse and eligible dependents, or to a surviving Spouse of the Executive, in
accordance with Section 7.6(A) shall be equivalent to the health and
dental benefits provided to active employees of ALLTEL and their eligible
dependents in the case of the Executive and the Executive’s eligible
dependents, and spouses of active employees of ALLTEL, in the case of the
Executive’s Spouse or surviving Spouse, under the health and dental plans of
ALLTEL (or in the event ALLTEL does not maintain such a plan or plans, another
comparable plan or plans of the ALLTEL Group), as in effect from time to time,
and under any additional and/or supplemental plans provided to senior
executives of ALLTEL and their spouses and eligible dependents (or in the event
ALLTEL does not maintain such a plan or plans, another comparable plan or plans
of the ALLTEL Group), as in effect from time to time (the “equivalent
coverage”).  Notwithstanding the
foregoing, subject to any applicable legal requirements, the equivalent
coverage may coordinate with any government provided coverage (with the government
provided coverage as primary) to the extent that the government provided
coverage is provided to the recipient without any requirement that the
recipient pay any premium or make any contribution as a condition of receiving
the government provided coverage and to the extent that the equivalent coverage
(with coordination) and the government provided coverage provide coverage at
least equal to the equivalent coverage (without coordination).  Eligible dependents shall be those
dependents of the Executive who meet the requirements of the applicable
coverage to be eligible for dependent coverage.  The equivalent coverage shall be provided by ALLTEL without any
requirement for the recipient thereof to pay any premium or contribution as a
condition of receiving the coverage. 
ALLTEL shall provide the equivalent coverage through its established
plans in effect from time to time or through any other means, at ALLTEL’s
option.  The Executive, Spouse,
surviving Spouse, and dependents shall provide reasonable cooperation to ALLTEL
in obtaining any insurance for the equivalent coverage that ALLTEL desires to
purchase.  For any period during which
the Executive, Spouse, or surviving Spouse is entitled to coverage under any plan
of the ALLTEL Group in accordance with the requirements of the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Executive, Spouse, or
surviving Spouse, as applicable, shall be required to elect COBRA coverage as a
condition to coverage hereunder, and ALLTEL shall reimburse the Executive,
Spouse, or surviving Spouse for premiums paid for the COBRA coverage.


 


(C)           If
taxes are imposed on the Executive, Spouse, surviving Spouse, or dependents
with respect to the equivalent coverage or benefits received under the
equivalent coverage, including taxes on reimbursed COBRA coverage premiums,
ALLTEL shall make additional cash payments to the Executive, Spouse, surviving
Spouse, and dependents (a “Gross-Up Payment”) in an amount equal to the
additional taxes imposed on the Executive, Spouse, surviving Spouse, and
dependents and an amount sufficient to pay the cumulative taxes (including any
interest and penalties imposed with respect to such taxes) relating to the
Gross-Up Payment so that the equivalent coverage and benefits received under
the equivalent coverage will be received by the Executive, Spouse, surviving
Spouse, and dependents pursuant to this Section 7.6 without reduction for
taxes, as determined by a nationally recognized certified public accounting
firm designated by the Executive.


 


11

















 


Section 8.               Protective Covenants by the
Executive.


 


8.1.          Return of Property.


 


Within five days after the date of the termination of
the Executive’s employment with the ALLTEL Group, the Executive shall deliver
to ALLTEL all of the ALLTEL Group’s property in his possession, custody or
control, including, without limitation, all keys and credit cards, all
computers and fax machines, and all files, documents, data and information in
any medium relating in anyway to the ALLTEL Group or its employees, suppliers,
customers or business.


 


8.2.          Non-Disclosure.


 


The Executive acknowledges that in the course of his
employment with the ALLTEL Group he has had and will have access to
confidential information and trade secrets proprietary to the ALLTEL Group,
including, without limitation, information relating to the ALLTEL Group’s
products, suppliers, and customers, the sources, nature, processes, costs and
prices of the ALLTEL Group’s products, the names, addresses, contact persons,
purchasing and sales histories, and preferences of the ALLTEL Group’s suppliers
and customers, the ALLTEL Group’s business plans and strategies, and the names
and addresses of, amounts of compensation paid to, and the trading and sales
performance of the ALLTEL Group’s employees and agents (hereinafter referred to
as the “Confidential Information”).  The
Executive further acknowledges that the Confidential Information is proprietary
to the ALLTEL Group, that the unauthorized disclosure of any of the
Confidential Information to any person or entity will result in immediate and
irreparable competitive injury to the ALLTEL Group, and that such injury cannot
adequately be remedied by an award of monetary damages.  Accordingly, the Executive shall not at any
time disclose any Confidential Information to any person or entity who is not
properly authorized by ALLTEL to receive the information, without the prior
written permission of ALLTEL’s Board.


 


8.3.          Non-Interference.


 


The Executive shall not during his employment with the
ALLTEL Group and thereafter until the expiration of the
Non-Interference/Assistance Period employ, or assist any person or entity in
employing, any employee of any member of the ALLTEL Group.  The Executive shall not during his
employment with the ALLTEL Group and thereafter until the expiration of the
Non-Interference/Assistance Period solicit, or assist any person or entity to
solicit, any employee of any member of the ALLTEL Group to leave the ALLTEL
Group’s employment or to become employed by any entity that is not a member of
the ALLTEL Group.


 


8.4.          Harmful Statements.


 


The Executive shall not at any time disseminate any
information or make any statements, whether written, oral or otherwise, that
are negative, disparaging or critical of ALLTEL, any member of the ALLTEL
Group, or any of their parents, subsidiaries, affiliates, or their respective
officers, directors, employees, shareholders, trustees, administrators, or
employee benefit plans, or the representatives, employees, agents,
predecessors, successors, heirs, or assigns of any of the foregoing
(hereinafter “ALLTEL Parties”), or their business or operations, or that place
any of the ALLTEL Parties in a bad light, other than any such statement or
information that is made or


 


12

















 


disseminated by the Executive in a good faith belief as to their truth
or accuracy and either is required by law or is reasonably necessary to the
enforcement by the Executive of any right the Executive has related to his
employment with the ALLTEL Group.


 


8.5.          Resignations.


 


Within five days after the effective date of the
termination of his employment with the ALLTEL Group, the Executive shall
execute and deliver to ALLTEL’s Board such resignations as a director and
officer of ALLTEL and of any other members of the ALLTEL Group, in such form as
may be reasonably requested by ALLTEL’s Board.


 


8.6.          Challenge to Validity.


 


The Executive shall not at any time commence any
action, suit, arbitration or proceeding challenging the validity or
enforceability of any provision of this Agreement, or adjudicate the limits or
scope of any of its provisions, and the Executive shall not assert, in any
action, suit, arbitration or proceeding against the Executive by any ALLTEL
Group member for a breach by the Executive of any of the covenants in this
Section 8 that any provision of the covenants is invalid or unenforceable
in any respect or to any extent, irrespective of the outcome of any such
action, suit or proceeding.


 


8.7.          Assistance to ALLTEL.


 


During the Non-Interference/Assistance Period, the
Executive shall provide such information and assistance as ALLTEL reasonably
requests to assist any ALLTEL Group member in the mediation, arbitration, or
litigation of any, claim, action, suit or proceeding maintained against any
ALLTEL Group member arising from events occurring during the Executive’s
employment with the ALLTEL Group, provided that ALLTEL shall reimburse the
Executive for all reasonable and necessary out-of-pocket expenses incurred by
the Executive in complying with this Section 8.7.


 


Section 9.               Successors; Binding Agreement;
Assignment.


 


9.1.          As to ALLTEL.


 


This Agreement shall be binding upon, and shall inure
to the benefit of, and be enforceable by ALLTEL and its successors.  For purposes of this Section 9.1, the
term “successor” shall mean any successor to the business or assets of ALLTEL
by operation of law or otherwise, including, without limitation, any person,
corporation, partnership, or entity that, directly or indirectly, whether by
purchase, merger, consolidation, or otherwise, acquires all or substantially
all of the business or assets of ALLTEL (and each successor to a successor to
ALLTEL).  Any such successor shall be
deemed to be ALLTEL for all purposes of this Agreement.  In addition to any obligations imposed by
law upon any successor, ALLTEL shall require any successor expressly to assume
and agree to perform this Agreement in the same manner and to the same extent
that ALLTEL would be required to perform it if no succession had taken
place.  A failure of ALLTEL to obtain
the assumption of and agreement to perform this Agreement prior to the
effectiveness of any succession shall be a material breach of this Agreement by
ALLTEL.  The provisions of this
Section 9.1 shall apply to each successor to any


 


13

















 


successor of ALLTEL. 
Notwithstanding the foregoing provisions of this Section 9.1,
ALLTEL and any other predecessor to a successor shall remain, with each
successor, jointly and severally liable for all obligations of ALLTEL
hereunder.  Except as provided in this
Section 9.1, this Agreement shall not be assigned by ALLTEL, and any
purported assignment of this Agreement by ALLTEL (except as provided in this
Section 9.1) shall be void.


 


9.2.          As to the Executive.


 


This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the Executive and the Executive’s personal or
legal representatives, executors, and administrators.  If the Executive should die while any amounts payable to the
Executive hereunder remain outstanding, unless otherwise provided herein, all
such amounts shall be paid in accordance with the terms of this Agreement to
the Executive’s Beneficiary, determined in accordance with Section 7.1
(Termination Due to Death).  This
Agreement shall not be assigned by the Executive, and any purported assignment
of this Agreement by the Executive shall be void.


 


Section 10.             Dispute Resolution and Notices.


 


10.1.        Dispute
Resolution.


 


(A)          If
a dispute or controversy arises out of or in connection with this Agreement,
the parties shall first attempt in good faith to settle the dispute or
controversy by mediation under the Commercial Mediation Rules of the American
Arbitration Association before resorting to arbitration.


 


(B)           Any
dispute or controversy arising out of or in connection with this Agreement not
otherwise settled by mediation shall be settled by binding arbitration.  The arbitration proceeding shall be conducted
before a panel of three arbitrators sitting (i) if the Executive is employed by
an ALLTEL Group member at the time of the initiation of the arbitration, in the
municipality in which the Executive’s principal place of employment is located
at the time, and (ii) if the Executive’s employment with the ALLTEL Group has
terminated prior to the time of initiation of the arbitration, at a location
which is within 50 miles of the location of the Executive’s principal place of
employment at the time of his termination of employment.  The arbitration will be conducted in
accordance with the rules of the American Arbitration Association then in
effect.  Judgment maybe entered on any
arbitration award in any court having jurisdiction.


 


(C)           Except
as otherwise provided in this Section 10.1(C), all expenses of any
arbitration under Section 10.1(B), including, without limitation, the
reasonable fees and expenses of the legal representative for the Executive, and
necessary costs and disbursements incurred as a result of such dispute or
proceeding, and any prejudgment interest, calculated at the rate provided by
law, shall be borne by ALLTEL, whether or not the Executive prevails in such
arbitration.  ALLTEL shall pay (or
reimburse the Executive for) such fees and expenses on a monthly basis within
ten days after the Executive’s submission of a written request for payment or
reimbursement, as applicable, together with reasonable evidence that the fees
and expenses were incurred.  If the
Executive does not prevail (after exhaustion of all available arbitral
remedies),


 


14

















 


and the arbitration panel affirmatively finds that the Executive
instituted the proceeding in bad faith or that (he Executive’s claims were
frivolous, no further reimbursement for legal fees and expenses shall be due to
the Executive, and the Executive shall repay ALLTEL for any amounts previously
paid by ALLTEL pursuant to this Section 10.1(C).  With respect to any dispute regarding the provisions of
Section 8 (Protective Covenants by the Executive), if the Executive does
not prevail (after exhaustion of all available arbitral remedies), no further
reimbursement for legal fees and expenses shall be due to the Executive, and
the Executive shall repay ALLTEL for any amounts previously paid by ALLTEL
hereunder pursuant to this Section 10.1(C) in respect of such
dispute.  No fees or expenses of the
Executive shall be paid by ALLTEL with respect to any dispute or controversy as
to the validity or enforceability of this Agreement, or any provision hereof,
or in connection with the litigation of any Issue arising under this Agreement
in a court of law other than fees and expenses incurred by the Executive in
enforcing an arbitration award entered in favor of the Executive in accordance
with this Section 10.1(C).


 


10.2.        Notices.


 


Any notices, requests, demands, or other
communications provided for by this Agreement shall be in writing and shall be
deemed to have been duly given when mailed by United States registered mail,
return receipt requested, postage prepaid, addressed to the respective
addresses set forth below, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon actual receipt:


 


To the Board, the Compensation Committee, and ALLTEL:


 


ALLTEL Corporation

One Allied Drive

Little Rock, Arkansas 72202

Attention: Chairman, Compensation Committee; and Corporate Secretary


 


To the Executive:


 


Scott T. Ford

22311 Highway 10

Little Rock, Arkansas 72223-4449


 


Section 11.             Survival of Obligations and Remedies.


 


11.1.        Survival of
Obligations.


 


Upon the expiration of the Term of this Agreement in
accordance with Section 2, no provision of this Agreement shall have any
further force or effect and all obligations of ALLTEL and the Executive
hereunder shall immediately terminate, except as follows:


 


(i)            ALLTEL shall be
required to pay or provide to the Executive, or the Beneficiary in the case of
the death of the Executive, any benefits to which the Executive became entitled
under Section 7 (Employment Terminations), other than Section 


 


15

















 


7.6, by reason of a qualifying Termination Date
(occurring during the Term), in accordance with the terms thereof, including
benefits to be paid or provided within a specified number of days following the
Termination Date, which remain unpaid or unprovided following the expiration or
the Term;


 


(ii)           The provisions of
Section 7.6 (Health Benefits Continuation) shall remain in full force and
effect until amounts owing thereunder (if any) are paid in full;


 


(iii)          The provisions of
Section 8 (Protective Covenants By the Executive) shall remain in full
force and effect for the applicable periods of time specified in Section 8
with respect to the provisions thereof;


 


(iv)          The provisions of
Section 9 (Successor; Binding Agreement; Assignment) shall remain in full
force and effect so long as any rights or obligations of either party continue
to exist under the Agreement; and


 


(v)           The provisions of
Section 10 (Dispute Resolution and Notice), Section 11.2 (Remedies;
Protective Covenants), and Section 12 (Miscellaneous) shall remain in full
force and effect with respect to rights and obligations existing on the
Termination Date or that may arise thereafter in accordance with the foregoing
clauses of this Section 11.1.


 


11.2.        Remedies;
Protective Covenants.


 


(A)          The
Executive’s sole and exclusive remedy with respect to any and all claims
arising under this Agreement, for termination of the Executive’s employment
with the ALLTEL Group during the Term, and for breach hereof by ALLTEL shall be
the right to receive the benefits provided for under Section 7 (Employment
Terminations), and such expenses as are provided for under Section 10.1,
in each case, to which the Executive is otherwise entitled pursuant to the
terms and conditions hereof.  Without
limiting the foregoing, the Executive’s sole and exclusive remedy for the
failure of ALLTEL or the ALLTEL Group to provide compensation or expense
reimbursement to the Executive in an amount or form not in conformity with any
one or more of the provisions of Section 5 (Compensation) or
Section 6 (Expense Reimbursement) is to seek recovery against ALLTEL pursuant
to Section 10 (Dispute Resolution and Notices) for only such benefits, if
any, that are expressly provided for consequent upon the Executive’s
termination of employment pursuant to the applicable provisions of
Section 7 (Employment Terminations). 
The Executive’s employment with the ALLTEL Group may be terminated by
ALLTEL’s Board for any reason in its sole and absolute discretion in accordance
with any applicable provision of Section 7 (Employment Terminations) and
the payment or provision of such benefits as may be required under this
Agreement.


 


16

















 


(B)           The
Executive acknowledges and agrees that each and every covenant contained in
Section 8 (Protective Covenants By The Executive) (the “Protective Covenants
“) is reasonable and is necessary to protect the trade secrets, confidential
information, and other business interests of the ALLTEL Group and that his
compliance with each of the Protective Covenants is necessary to protect the
ALLTEL Group from unfair injury.  The
Executive further acknowledges and agrees that a breach of any of the
Protective Covenants will result in irreparable and continuing harm and damage
to the ALLTEL Group for which there will be no adequate remedy at law.  In the event of a breach of any of the
Protective Covenants, each and every member of the ALLTEL Group shall be
entitled to injunctive relief and to such other relief (whether at law or in
equity) as a court of competent jurisdiction deems proper in the circumstances,
in addition to any other remedy or relief to which any of them may be
entitled.  Notwithstanding any other
provision of this Agreement, the obligations of each member of the ALLTEL Group
under this Agreement are conditioned upon compliance by the Executive with each
of the Protective Covenants, and failure by the Executive to comply with any of
the Protective Covenants shall entitle each ALLTEL Group member to forfeit,
terminate payment of, and, to the extent paid, recover immediately from the
Executive any Severance Benefits, benefits, amounts, expenses, or costs that
may have been paid or would otherwise be owing to or vested in the Executive,
under Section 7 (Employment Terminations) of this Agreement.  The Executive acknowledges that the
Protective Covenants are a principal inducement for the willingness of ALLTEL
to enter into this Agreement and make the payments and provide the benefits to
the Executive under this Agreement and that ALLTEL and the Executive intend the
Protective Covenants to be binding upon and enforceable against the Executive
in accordance with their terms, notwithstanding any common or statutory law to
the contrary.  The Executive
acknowledges that any forfeiture resulting under the provisions of this
Agreement is reasonably related and proportional to the harm that the ALLTEL
Group would sustain if he were to violate any of the Protective Covenants.


 


Section 12.             Miscellaneous.


 


12.1.        Termination
Procedures.


 


Any intended termination of the Executive’s employment
by either party shall be communicated by written Notice of Termination from the
party initiating such termination to the other party hereto in accordance with
Section 10.2.  For purposes of this
Agreement, a “Notice of Termination” shall mean a written notice that indicates
the specific termination provision in this Agreement relied upon, and, if
applicable, the notice shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated. 
Notices under Section 7.3 (Termination for Cause) and
Section 7.5 (Termination by ALLTEL Other Than for Cause or by Executive
for Good Reason) shall include the information required thereunder.


 


12.2.        ALLTEL
Representations.


 


ALLTEL hereby represents and warrants to the Executive
as follows: The execution and delivery of this Agreement and the performance by
ALLTEL of the actions contemplated hereby have been duly authorized by all
necessary corporate action on the part of ALLTEL.  This Agreement is a legal, valid and legally binding obligation
of ALLTEL enforceable in accordance


 


17

















 


with its terms.  Neither the
execution or delivery of this Agreement nor the consummation by ALLTEL of the
actions contemplated hereby (i) will violate any provision of the certificate
of incorporation or bylaws (or other charter documents) of ALLTEL, (ii) will
violate or be in conflict with any applicable law or any judgment, decree,
injunction or order of any court or governmental agency or authority, or (iii)
will violate or conflict with or constitute a default (or an event of which,
with notice or lapse of time or both, would constitute a default) under or will
result in the termination of, accelerate the performance required by, or result
in the creation of any lien, security interest, charge or encumbrance upon any
of the assets or properties of ALLTEL under, any term or provision of the
certificate of incorporation or bylaws (or other charter documents) of ALLTEL
or of any contract, commitment, understanding, arrangement, agreement or
restriction of any kind or character to which ALLTEL is a party or by which
ALLTEL or any of its properties or assets may be bound or affected.


 


12.3.        No Duplication.


 


In no event shall payments in accordance with this
Agreement be made in respect of more than one of Sections 7.1, 7.2, 7.3, 7.4
and 7.5.


 


12.4.        No Mitigation.


 


The Executive shall not be required to seek other
employment or to attempt in any way to reduce any amounts payable to the
Executive by ALLTEL pursuant to this Agreement.  Further, the amount of any payment or benefit provided for in
this Agreement shall not be reduced by any compensation earned by the Executive
as the result of employment by another employer, by retirement benefits, by
offset against any amount claimed to be owed by the Executive to the ALLTEL
Group, or otherwise.


 


12.5.        Entire Agreement.


 


This Agreement supersedes any prior agreements or
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof and constitutes the entire agreement of the parties with
respect thereto.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly
set forth in this Agreement.


 


12.6.        Modification.


 


This Agreement shall not be varied, altered, modified,
canceled, changed, or in any way amended, or any provision of this Agreement
waived, except by mutual agreement of the parties in a written instrument
executed by the parties hereto or their legal representatives and in the case
of ALLTEL by an officer specifically designated by the Board.  No waiver by a fly p arty to this Agreement
at any time of any breach by any party to this Agreement of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.


 


18

















 


12.7.        Severability.


 


In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason,
the remaining provisions of this Agreement shall be unaffected thereby and
shall remain in full force and effect. 
In the event that any provision of this Agreement is held unenforceable,
such provision shall be reformed so as to be enforced to the maximum extent
possible, and if it is determined that it is not possible to reform any such
provision of this Agreement, such provision shall be severed from this
Agreement and the remainder of this Agreement shall be enforced to the full
extent permitted by law.


 


12.8.        Counterparts.


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.


 


12.9.        Withholding.


 


Any member of the ALLTEL Group may withhold from any
amounts payable under this Agreement all federal, state, city, or other taxes
or payments as may be required pursuant to any law or governmental regulation
or ruling or as may be expressly authorized by the Executive to be withheld,
deducted or reduced from those amounts.


 


12.10.      Prior
Change in Control Agreement.


 


The provisions contained in the Agreement dated
April 25, 1996, by and between the Executive and ALLTEL regarding a
“change in control” of ALLTEL (the “Prior Agreement”) shall supersede
Section 7 of this Agreement upon a “Change in Control” as defined in the
Prior Agreement, but all other provisions of this Agreement shall remain in
force in accordance with their terms.


 


12.11.      Third Party
Beneficiaries.


 


This Agreement is entered into for the benefit only of
(i) the Executive, (ii) the Executive’s Beneficiary, and (iii) the Spouse or
surviving Spouse of the Executive and eligible dependents, if any, with respect
only to such benefits, if any, to be provided the Spouse or surviving Spouse
and eligible dependents pursuant to Section 7.6, and (iv) ALLTEL and the
other members of the ALLTEL Group, and their successors, and no other parties
shall have any rights hereunder, except as otherwise provided in Section 9
(Successors; Binding Agreement; Assignment).


 


12.12.      Governing Law.


 


To the extent not preempted by federal law, the
validity, interpretation, construction, and performance of this Agreement shall
be governed by the laws of the State of Delaware (without giving effect to any
conflicts of law principles of the State of Delaware that would require the
application of the laws of another jurisdiction).


 


19

















 


IN WITNESS WHEREOF, ALLTEL and the Executive have
executed this Agreement as of the date first above written.


 


	
  ATTEST:

  	
  ALLTEL CORPORATION

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By

  	
  : /s/ Francis X. Frantz

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Francis X. Frantz,
  Executive Vice

  
	
   

  	
  Title:

  	
   

  	
  President and Secretary

  
	
   

  	
   

  
	
  WITNESS:

  	
  EXECUTIVE

  
	
   

  	
   

  
	
  /s/ Anjse P. Dean

  	
   

  	
  /s/ Scott T. Ford

  	
   

  
	
  Name:

  	
  Scott T. Ford

  
								



 


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