**Exhibit(10)(o)(7)**

 

AMENDMENT NO. 6

TO

ALLTEL CORPORATION401(k) PLAN

(January 1,2001 Restatement)

 

WHEREAS, ALLTELCorporation (the “Company”) maintains the ALLTEL Corporation 401 (k) Plan, asamended and restated effective January 1, 2001, and as subsequentlyamended (the “Plan”); and

 

WHEREAS, the Companydesires further to amend the Plan;

 

NOW THEREFORE, BE ITRESOLVED, that the Company hereby amends the Plan, effective as set forthherein, in the respects hereinafter set forth: 

 

1. Effective as if originallyincluded in the January 1, 2001 Restatement of the Plan, a newSection 3.11 is added to the Plan to provide in its entirety as follows:

 

3.11   Electronic Disclosure and Signatures

 

Any communication ordisclosure to or from Participants and/or Beneficiaries that is required underthe terms of the Plan to be made in writing may be provided in any other medium(electronic, telephonic, or otherwise) that is acceptable to the PlanAdministrator and permitted under applicable law.

 

2.  Effective upon execution of this Amendment,a new Section 3.12 is added to the Plan to provide in its entirety asfollows:

 

3.12   404(c) Protection

 

The Plan is intended toconstitute a plan described in Section 404(c) of ERISA and regulationsissued thereunder.  The fiduciaries ofthe Plan may be relieved of liability for any losses that are the direct andnecessary result of investment instructions given by a Participant, hisBeneficiary, or an alternate payee under a qualified domestic relations order.

 

3. Effective uponexecution of this Amendment, Section 11.01 of the Plan is amended bydeleting the text thereto and substituting the following:

 

The Trust Fund shall becomprised of separate Investment Funds for the investment of the contributionsmade hereunder, as provided in the Trust Agreement, and shall include anInvestment Fund known as the ALLTEL Corporation Common Stock Fund, which shallbe invested primarily in common stock, par value $1.00 per share, of ALLTELCorporation, a Delaware corporation, as the common stock is from time to timeconstituted.

 

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4. Effective uponexecution of this Amendment, Section 15.01(c) of the Plan is amended bydeleting  “ALLTEL Stock Fund” in eachplace in which it is used and substituting “ALLTEL Corporation Common StockFund” in such place.

 

5. Effective as iforiginally included in the January 1, 2001 Restatement of the Plan,Section 15.04 of the Plan is amended by deleting the first sentencethereto and substituting the following:

 

Notwithstanding thepreceding provisions of this Article XV, the Separate Account of aParticipant shall be distributed in a single sum payment as soon as practicablefollowing his Settlement Date if the value of his vested Separate Account is$5,000 (or such other amount as is established by the Secretary of Treasurypursuant to Section 411 (a)(7)(B)(i) of the Code) (or, for distributionsprior to January 1, 2002, exceeded such amount at the time of any priordistribution) or less; provided, however, that no such payment shall be made ifbenefits have commenced in installments prior to January 1, 2002. Forpurposes of the immediately preceding sentence, Rollover Contributions made toa Participant’s Separate Account pursuant to Section 12.08 shall not betaken into consideration in determining the value of a Participant’s SeparateAccount on or after January 1, 2002.

 

6. Effective as iforiginally included in the January 1, 2001 Restatement of the Plan,Section 18.01 of the Plan is amended by deleting the first two sentencesthereto and substituting the following:

 

A Participant who is aparty in interest (or any other person with a Separate Account under the Planwho is a party in interest) may make written application to the PlanAdministrator for a loan from his Separate Account. Loans shall be made inaccordance with a written loan policy prescribed by the Plan Administrator, andwhich policy is hereby incorporated into and made a part of the Plan.

 

7. Effective as ofJune 1, 2004, a new Section 20.10 is added to the Plan to provide inits entirety as follows:

 

20.10  Merqer of Radiofone Services. L.L.C.401(k)/Profit Sharinq Plan

 

(a)          Effective as of thebeginning of business on June 1, 2004, the Radiofone Services, L.L.C.401(k)/Profit Sharing Plan (the “Radiofone Plan”) shall be merged into and madea part of the Plan, and the trust fund maintained in connection with theRadiofone Plan shall be added to the assets of the Trust Fund to be disposed ofunder the terms, conditions, and provisions of the Plan and the Trust. On andafter June 1, 2004, except as otherwise expressly provided in thisSection 20.10, the general provisions of the Plan shall govern withrespect to the interests under the Radiofone Plan of all persons, to the extentnot inconsistent with any provisions of the Radiophone

 

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Plan that may not be eliminated under Section 411 (d)(6) of theCode (and the regulations thereunder).

 

(b)         As of June 1, 2004,Separate Accounts shall be established in accordance with the provisions ofSection 11.07 in the name of each person who as of May 31, 2004 was aparticipant or beneficiary with an interest under the Radiofone Plan. Inaddition to any credits or debits to the Separate Account of the personsdescribed in the immediately preceding sentence on or after June 1, 2004,in accordance with the Plan’s general provisions, as of the date the assets ofthe trust fund of the Radiofone Plan are received by the Trustee and depositedin the Trust Fund there shall be credited to each such Separate Account orSub-Account, as applicable, the value of such person’s prior separate accountor sub-account of the corresponding type under the Radiofone Plan as certifiedto the Plan Administrator by the plan administrator of the Radiofone Plan.

 

(c)          If a person who was aparticipant under the Radiofone Plan incurred a forfeiture under the RadiofonePlan prior to June 1, 2004 and resumes employment covered under the Plansuch that restoration of that forfeiture would be required under the RadiofonePlan as in effect on May 31, 2004, such forfeiture shall be restored under thePlan in the same manner and under the same conditions as such forfeiture wouldhave been restored under the Radiofone Plan as in effect on May 31, 2004.

 

(d)         Notwithstanding any otherprovision of the Plan to the contrary, each beneficiary designation under theRadiofone Plan prior to June 1, 2004 shall apply to the Separate Accountsor Sub-Accounts established under Section 20.10(b) of the Plan, unless oruntil the applicable Participant designates a new beneficiary in which caseArticle XVII of the Plan shall apply.

 

8. Effective as ofJune 1, 2004, a new Section 20.11 is added to the Plan to provide inits entirety as follows:

 

20.11 Merqer ofCellular One/F.E.A. 401(k) Plan

 

(a)          Effective as of thebeginning of business on June 1, 2004, the Cellular One/F.E.A. 401(k) Plan(the “FEA Plan”) shall be merged into and made a part of the Plan, and thetrust fund maintained in connection with the FEA Plan shall be added to theassets of the Trust Fund to be disposed of under the terms, conditions, andprovisions of the Plan and the Trust. On and after June 1, 2004, except asotherwise expressly provided in this Section 20.11, the general provisionsof the Plan shall govern with respect to the interests under the FEA Plan of

 

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all persons, to the extent not inconsistent with anyprovisions of the FEA Plan that may not be eliminated underSection 411(d)(6) of the Code (and the regulations thereunder).

 

(b)         As of June 1, 2004,Separate Accounts shall be established in accordance with the provisions ofSection 11.07 in the name of each person who as of the close of businesson May 31, 2004 was a participant or beneficiary with an interest under the FEAPlan. In addition to any credits or debits to the Separate Account of thepersons described in the immediately preceding sentence on or afterJune 1, 2004, in accordance with the Plan’s general provisions, as of thedate the assets of the trust fund of the FEA Plan are received by the Trusteeand deposited in the Trust Fund there shall be credited to each such SeparateAccount or Sub-Account, as applicable, the value of such person’s priorseparate account or sub-account of the corresponding type under the FEA Plan ascertified to the Plan Administrator by the plan administrator of the FEA Plan.

 

(c)          If a person who was aparticipant under the FEA Plan incurred a forfeiture under the FEA Plan priorto June 1, 2004 and resumes employment covered under the Plan such thatrestoration of that forfeiture would be required under the FEA Plan as ineffect on May 31, such forfeiture shall be restored under the Plan in the samemanner and under the same conditions as such forfeiture would have beenrestored under the FEA Plan as in effect on May 31, 2004.

 

(e)          Notwithstanding anyother provision of the Plan to the contrary, each beneficiary designation underthe FEA Plan prior to June 1, 2004 shall apply to the Separate Accounts orSub-Accounts established under Section 20.11(b) of the Plan, unless oruntil the applicable Participant designates a new beneficiary in which caseArticle XVII of the Plan shall apply.

 

IN WITNESS WHEREOF, theCompany, by its duly authorized officer, has caused this Amendment No. 6 toALLTEL Corporation 401(k) Plan (January 1, 2001 Restatement) to beexecuted on this 27th day of May, 2004.

 
|   | ALLTEL CORPORATION                            |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   | By:                                           | /s/ Scott T. Ford |   |
|   | Title: President and  Chief Executive Officer |

 

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