Exhibit 10.l

ALLTEL CORPORATION  PROFIT-SHARING PLAN  (January 1, 2002 Restatement) 

TABLE OF CONTENTS  

|                  | Page |
|-----------------------|------|
| ARTICLE I DEFINITIONS | 2    |

|   | 1.01 Authorized Leave of Absence               | 2 |
|--------|------------------------------------------------|---|
|   | 1.02 Beneficiary                               | 2 |
|   | 1.03 Board of Directors                        | 2 |
|   | 1.04 Break in Service                          | 2 |
|   | 1.05 Code                                      | 2 |
|   | 1.06 Company                                   | 2 |
|   | 1.07 Compensation                              | 3 |
|   | 1.08 Computation Period                        | 3 |
|   | 1.09 Controlled Group                          | 4 |
|   | 1.10 Early Retirement                          | 4 |
|   | 1.11 Effective Date                            | 4 |
|   | 1.12 Eligible Employee                         | 4 |
|   | 1.13 Employee                                  | 5 |
|   | 1.14 Employer                                  | 5 |
|   | 1.15 Employer Contribution                     | 5 |
|   | 1.16 Employment Commencement      Date         | 5 |
|   | 1.17 ERISA                                     | 6 |
|   | 1.18 Forfeiture                                | 6 |
|   | 1.19 Guaranteed Principal Investment      Fund | 6 |
|   | 1.20 Reserved                                  | 6 |
|   | 1.21 Hour of Service                           | 6 |
|   | 1.22 Investment Fund A                         | 6 |
|   | 1.23 Reserved                                  | 6 |
|   | 1.24 Reserved                                  | 6 |
|   | 1.25 Normal Retirement Age                     | 6 |
|   | 1.26 Normal Retirement                         | 6 |
|   | 1.27 Participant                               | 6 |
|   | 1.28 Plan                                      | 7 |
|   | 1.29 Plan Administrator                        | 7 |
|   | 1.30 Plan Year                                 | 7 |
|   | 1.31 Prior Plan                                | 7 |
|   | 1.32 Reemployment Commencement      Date       | 7 |
|   | 1.33 Region                                    | 7 |
|   | 1.34 Separate Account                          | 7 |
|   | 1.35 Spouse                                    | 7 |
|   | 1.36 Sub-Account                               | 7 |
|   | 1.37 Termination of Employment                 | 8 |
|   | 1.38 Total and Permanent Disability            | 8 |
|   | 1.39 Trust                                     | 8 |
|   | 1.40 Trust Agreement                           | 8 |
|   | 1.41 Trustee                                   | 8 |
|   | 1.42 Trust Fund                                | 8 |
|   | 1.43 Valuation Date                            | 9 |
|   | 1.44 Year of Eligibility Service               | 9 |
|   | 1.45 Year of Participation                     | 9 |
|   | 1.46 Year of Service                           | 9 |
|   | 1.47 Year of Vesting Service                   | 9 |

| ARTICLE II ADMINISTRATION | 10 |
|---------------------------|----|

|   | 2.01 Plan Administrator                                                      | 10 |
|--------|------------------------------------------------------------------------------|----|
|   | 2.02 Allocation of Authority      and Responsibility Among Named Fiduciaries | 10 |
|   | 2.03 Rights, Powers and Duties      of the Plan Administrator                | 10 |
|   | 2.04 Discharge of Duties                                                     | 11 |
|   | 2.05 Indemnification                                                         | 12 |
|   | 2.06 Compensation and Expenses                                               | 12 |
|   | 2.07 Committee                                                               | 12 |
|   | 2.08 Administrative Expenses                                                 | 13 |

| ARTICLE III GENERAL PROVISIONS | 14 |
|--------------------------------|----|

|   | 3.01 Adoption of the Plan by      Other Employers             | 14 |
|--------|---------------------------------------------------------------|----|
|   | 3.02 No Contract of Employment                                | 14 |
|   | 3.03 Restrictions Upon Assignments      and Creditor's Claims | 14 |
|   | 3.04 Facility of Payment                                      | 15 |
|   | 3.05 Restriction of Claims Against      Trust                 | 15 |
|   | 3.06 Benefits Payable from Trust                              | 15 |
|   | 3.07 Merger and Transfer of      Assets or Liabilities        | 15 |
|   | 3.08 Applicable Law                                           | 16 |
|   | 3.09 Reversion of Employer Contributions                      | 16 |
|   | 3.10 Qualified Military Service      Rights                   | 16 |

| ARTICLE IV CLAIMS PROCEDURES | 17 |
|------------------------------|----|

|   | 4.01 Claim for Benefits | 17 |
|--------|-------------------------|----|
|   | 4.02 Review             | 17 |

| ARTICLE V AMENDMENT AND TERMINATION | 19 |
|-------------------------------------|----|

|   | 5.01 Amendment and Termination      of the Plan       | 19 |
|--------|-------------------------------------------------------|----|
|   | 5.02 Procedure Upon Termination                       | 19 |
|   | 5.03 Non-Forfeitability Upon      Termination of Plan | 20 |
|   | 5.04 Reorganization                                   | 20 |
|   | 5.05 Withdrawal of an Employer                        | 20 |

| ARTICLE VI TRUST AGREEMENT AND      TRUST FUND | 21 |
|------------------------------------------------|----|

|   | 6.01 Trust Agreement and Trust      Fund | 21 |
|--------|------------------------------------------|----|

(ii)

 

|   | 6.02 Irrevocability                             | 21 |
|--------|-------------------------------------------------|----|
|   | 6.03 Benefits Payable Only from      Trust Fund | 21 |
|   | 6.04 Optional Provision for      Benefits       | 21 |
|   | 6.05 Commingling Authorized                     | 21 |

| ARTICLE VII LIMITATION ON CONTRIBUTIONS | 21 |
|-----------------------------------------|----|

|   | 7.01 Definitions                                                    | 23 |
|--------|---------------------------------------------------------------------|----|
|   | 7.02 Limitations on Crediting      of Contributions and Forfeitures | 24 |
|   | 7.03 Coverage Under Other Qualified      Defined Contribution Plan  | 25 |
|   | 7.04 Coverage Under Qualified      Defined Benefit Plan             | 25 |
|   | 7.05 Scope of Limitations                                           | 26 |

| ARTICLE VIII TOP-HEAVY PROVISIONS | 27 |
|-----------------------------------|----|

|   | 8.01 Definitions                                 | 27 |
|--------|--------------------------------------------------|----|
|   | 8.02 Applicability                               | 29 |
|   | 8.03 Minimum Employer Contribution               | 29 |
|   | 8.04 Coordination with Other      Plans          | 30 |
|   | 8.05 Adjustments to Section      415 Limitations | 30 |
|   | 8.06 Accelerated Vesting                         | 30 |
|   | 8.07 EGTRAA Provision                            | 30 |

| ARTICLE IX SERVICE | 33 |
|--------------------|----|

|   | 9.01 Crediting of Hours of Service                     | 33 |
|--------|--------------------------------------------------------|----|
|   | 9.02 Limitations on Crediting      of Hours of Service | 34 |
|   | 9.03 Department of Labor Rules                         | 35 |
|   | 9.04 Years of Eligibility Service                      | 35 |
|   | 9.05 Years of Vesting Service                          | 36 |
|   | 9.06 Vesting Following Break      in Service           | 39 |

| ARTICLE X ELIGIBILITY AND PARTICIPATION | 40 |
|-----------------------------------------|----|

|   | 10.01 Eligibility               | 40 |
|--------|---------------------------------|----|
|   | 10.02 Termination and Rehiring  | 40 |
|   | 10.03 Duration of Participation | 41 |

| ARTICLE XI INVESTMENT FUNDS,      ACCOUNTING, AND SEPARATE ACCOUNTS | 42 |
|---------------------------------------------------------------------|----|

|   | 11.01 Composition of Trust Fund                                         | 42 |
|--------|-------------------------------------------------------------------------|----|
|   | 11.02 Election to Transfer to      Guaranteed Principal Investment Fund | 43 |
|   | 11.03 Allocation of Earnings      or Losses to Separate Accounts        | 43 |
|   | 11.04 Separate Accounts                                                 | 44 |
|   | 11.05 Sub-Accounts                                                      | 44 |

(iii)

| ARTICLE XII VOLUNTARY CONTRIBUTIONS      AND ROLLOVER CONTRIBUTIONS | 45 |
|---------------------------------------------------------------------|----|

|   | 12.01 No Voluntary Contributions | 45 |
|--------|----------------------------------|----|
|   | 12.02 No Rollover Contributions  | 45 |

| ARTICLE XIII EMPLOYER CONTRIBUTIONS      AND ALLOCATIONS | 46 |
|----------------------------------------------------------|----|

|   | 13.01 Employer Contributions                                        | 46 |
|--------|---------------------------------------------------------------------|----|
|   | 13.02 Timing of Employer Contributions                              | 46 |
|   | 13.03 Allocation of Forfeitures                                     | 46 |
|   | 13.04 Eligibility For and Allocation      of Employer Contributions | 47 |
|   | 13.05 Employer Contributions      for Certain Employees             | 47 |

| ARTICLE XIV BENEFITS AND DISTRIBUTIONS | 48 |
|----------------------------------------|----|

|   | 14.01 Vested Termination of      Employment           | 48 |
|--------|-------------------------------------------------------|----|
|   | 14.02 Death                                           | 48 |
|   | 14.03 Administrative Powers      Relating to Payments | 48 |
|   | 14.04 Reemployment                                    | 48 |

| ARTICLE XV FORMS OF PAYMENT | 50 |
|-----------------------------|----|

|   | 15.01 Method of Distribution      to Participants                                                                                 | 50 |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|----|
|   | 15.02 Method of Distribution      to Beneficiaries                                                                                | 51 |
|   | 15.03 Provisions Pursuant to      Sections 401(a)(9), 401(a)(14), and 411(a)(11) of the Code 52 15.04 Small      Benefit Cash-Out | 52 |
|   | 15.04 Small Benefit Cash-Out                                                                                                      | 54 |
|   | 15.05 Notice Regarding Distributions                                                                                              | 55 |
|   | 15.06 Direct Rollover Requirements                                                                                                | 55 |
|   | 15.07 Valuation and Timing of      Distribution                                                                                   | 57 |
|   | 15.08 Form of Election                                                                                                            | 57 |
|   | 15.09 Prior Plans                                                                                                                 | 57 |

| ARTICLE XVI VESTING AND FORFEITURES | 58 |
|-------------------------------------|----|

|   | 16.01 Full Vesting                                            | 58 |
|--------|---------------------------------------------------------------|----|
|   | 16.02 Vesting Schedule                                        | 58 |
|   | 16.03 Forfeitures                                             | 59 |
|   | 16.04 Restoration of Certain      Forfeitures on Reemployment | 60 |
|   | 16.05 Vesting Following Certain      Distributions            | 60 |
|   | 16.06 Election of Former Vesting      Schedule                | 61 |

| ARTICLE XVII BENEFICIARIES | 62 |
|----------------------------|----|

|   | 17.01 Designation of Beneficiary   | 62 |
|--------|------------------------------------|----|
|   | 17.02 Spousal Consent Requirements | 62 |
|   | 17.03 No Beneficiary               | 62 |
|   | 17.04 Reliance                     | 63 |

(iv)
 
ARTICLE XVIII LOANS64 18.01 No Loans64ARTICLE XIX IN-SERVICE WITHDRAWALS65 19.01 No In-Service Withdrawals65ARTICLE XX MERGER OF CERTAIN      PLANS INTO THE PLAN66 20.01 In General66 20.02 Merger of Allied Telephone      Company Profit Sharing Plan66 20.03 Merger of Profit Sharing      Plan for Employees of Systematics Information Services, Inc. and Participating      Affiliates67ARTICLE XXI TRANSFER OF BENEFITS      WITH RESPECT TO CERTAIN EMPLOYEES WHOSE EMPLOYMENT TRANSFERS TO CITIZENS      UTILITIES COMPANY OR ONE OF ITS AFFILIATES69 21.01 Definitions69 21.02 Transfer of Assets70 21.03 Benefit Payments After      an Effective Date but Prior to the Transfer of Assets70 21.04 Cessation of Participation70 21.05 Vested Interest of Transfer      Employees70 21.06 Plan Continuing70 21.07 Overriding Provisions71ARTICLE XXII EXTENSION OF COVERAGE      TO CERTAIN EMPLOYEES72 22.01 Extension of Coverage      to Certain Georgia Exchange Employees72 22.02 Extension of Coverage      to Certain Ohio Employees72 22.03 Extension of Coverage      to Certain Georgia Exchange Employees72 22.04 Extension of Coverage      to Certain Kentucky Employees73 22.05 Extension of Coverage      to Certain Alabama Employees73ARTICLE XXIII SPECIAL PROVISIONS      AND EFFECTIVE DATES74 23.01 General74 23.02 Specific Effective Date      Provisions74 23.03 Law Change Effective Dates75 23.04 GUST Effective Dates75 23.05 EGTRAA Effective Dates75
(v)

 ALLTEL CORPORATION  PROFIT-SHARING PLAN   (January 1, 2002 Restatement)  PREAMBLE 

The ALLTEL Corporation Profit-Sharing  Plan, originally effective as of January 1, 1988, was amended and restated effective  as of January 1, 1994, and was thereafter amended on several occasions. The  Plan is hereby amended and restated in its entirety, effective as herein set  forth. The Plan is intended to qualify as a profit-sharing plan for all purposes  of the Code, ERISA, and any other relevant purpose, notwithstanding that contributions  may or may not be made without regard to current or accumulated profits of the  employer and without regard to whether contributions may or may not be discretionary.  The Plan is maintained for the exclusive benefit of eligible employees and their  beneficiaries. 

ARTICLE I  DEFINITIONS 

Whenever used herein with the initial  letter capitalized, the following words and phrases shall have the following  meanings unless a different meaning is plainly required by the context. For  purposes of construction of the Plan, the masculine term shall include the feminine  and the singular shall include the plural in all cases in which they could thus  be applied. 

1.01 Authorized Leave of Absence

Any absence from regular employment  authorized or excused by the Employer under its standard personnel practices,  provided that all persons under similar circumstances shall be treated alike  in the granting of such Authorized Leaves of Absence. 

1.02 Beneficiary

The person or persons entitled under  the provisions of the Plan to receive distribution hereunder in the event the  Participant dies before receiving distribution of his entire vested interest  under the Plan. 

1.03 Board of Directors

The Board of Directors of the Company.  

1.04 Break in Service

A Computation Period during which  an Employee does not complete more than 500 Hours of Service. 

1.05 Code

The Internal Revenue Code of 1986,  as amended from time to time. Reference to a section of the Code includes such  section and any comparable section or sections of any future legislation that  amends, supplements, or supersedes such section. 

1.06 Company

ALLTEL Corporation, a Delaware Corporation,  its corporate successors, and the surviving corporation resulting from any merger  of ALLTEL Corporation with any other corporation or corporations. 

 

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1.07 Compensation 

The amount paid by the Employer during  the Plan Year directly to the Employee, including basic wages, cash bonuses,  overtime compensation, commissions, shift differentials, in-charge premiums,  any amount the payment of which is deferred under the ALLTEL Corporation Executive  Deferred Compensation Plan, the ALLTEL Corporation Performance Incentive Compensation  Plan, the ALLTEL Corporation Long-Term Performance Incentive Plan, or the ALLTEL  Corporation 1998 Management Deferred Compensation Plan, but excluding any other  forms of additional compensation and further excluding non-wage taxable fringe  benefits. Compensation which a Participant elects to defer under the above-specified  plans shall, for purposes of the Plan, be credited to the Participant as compensation  during the period when such deferred amounts would have been paid (in the absence  of the deferral election) rather than during the period when such deferred amounts  are earned or actually paid. Compensation shall be determined without regard  to any compensation reduction pursuant to an arrangement under a "cafeteria  plan" as defined in Section 125 of the Code or pursuant to a "qualified cash  or deferred arrangement" as defined in Section 401(k) of the Code. 

In no event, however, shall the Compensation  of a Participant taken into account under the Plan for a Plan Year exceed the  dollar limitation under Section 401(a)(17)(A) of the Code, subject to adjustment  annually as provided in Section 401(a)(17)(B) and Section 415(d) of the Code.  If the compensation of a Participant is determined over a period of time that  contains fewer than 12 calendar months, then the annual compensation limitation  described above shall be adjusted with respect to that Participant by multiplying  the annual compensation limitation in effect for the Plan Year by a fraction  the numerator of which is the number of full months in the period and the denominator  of which is 12. 

1.08 Computation Period

For purposes of determining an Employee's  Years of Eligibility Service, a Computation Period means (i) the 12-consecutive-month  period beginning on his Employment Commencement Date, and (ii) each Plan Year  beginning after his Employment Commencement Date.  

 For purposes of determining  an Employee's Years of Vesting Service, a Computation Period means each Plan  Year, commencing with the Plan Year in which occurs his Employment Commencement  Date.  

 For purposes of determining a Participant's Years of Participation, a  Computation Period means each Plan Year. 

 

3

 

1.09 Controlled Group

An Employer and any and all other  corporations, trades, businesses, or organizations, the employees of which together  with the employees of the Employer are required, pursuant to the applicable  provisions of Section 414(b), (c), or (m) of the Code, to be treated as if they  were employed by a single employer. 

1.10 Early Retirement

A Participant's Termination of Employment,  other than by reason of death or Total and Permanent Disability, before his  Normal Retirement Age but following his attainment of age 55 and completion  of 20 Years of Vesting Service or his attainment of age 60 and completion of  15 Years of Vesting Service. 

1.11 Effective Date 

The Plan was originally effective  as of January 1, 1988. 

1.12 Eligible Employee 

(a) Each Employee of the Employer,  except 

(1) an Employee covered by a collective    bargaining agreement between an Employer and a representative of such Employee    that does not specifically provide for coverage under the Plan; provided,    however, that if an Employee ceases to be covered by a collective bargaining    agreement (other than by a transfer of employment), such an Employee shall    not become an Eligible Employee unless coverage under the Plan is specifically    extended to such an Employee by an amendment to the Plan, 

(2) any person who is a nonresident    alien and who receives no earned income (within the meaning of Section 911(b)    of the Code) from the Employer that constitutes income from sources within    the United States (within the meaning of Section 861(a)(3) of the Code), 

(3) a leased employee (as hereinafter    defined), 

(4) any person whose compensation    from the Employer is not regularly stated compensation on a salaried or hourly    wage basis, or 

(5) any person who is not treated    by the Employer as an employee for purposes of Section 3401 of the Code (without    regard to any determination other than by the Employer that such person is    or 

4

 

is not an employee for purposes of Section 3401 of the Code), without regard    to any retroactive treatment by the Employer of such person as an employee    for purposes of Section 3401 of the Code. 

 

(b) In determining eligibility of  an Employee described on Appendix A, the terms of Appendix A shall apply. 

1.13 Employee

A person employed (as a common law  employee) by the Controlled Group. "Employee" shall include any "leased employee"  (as hereinafter defined); provided, however, contributions or benefits provided  by the leasing organization which are attributable to services performed for  the Employer shall be treated as provided by the Employer. The term "leased  employee" means any person who, pursuant to an agreement between the Employer  and any other person ("leasing organization"), has performed services for the  Employer (or for the Employer and related persons determined in accordance with  Section 414(n)(6) of the Internal Revenue Code) on a substantially full-time  basis for a period of at least one year, if such services are performed under  the primary direction and control of the recipient. Notwithstanding the foregoing,  a leased employee shall not be considered an Employee for any Plan Year if such  leased employees constitute less than 20% of the number of the Employer's Nonhighly  Compensated Employees within the meaning of Section 414(n)(5)(C)(ii) of the  Code and if during such Plan Year the leased employee is covered by a plan described  in Section 414(n)(5)(B) of the Code. A leased employee is not eligible to participate  in the Plan unless he actually becomes an Employee (and an Eligible Employee)  without regard to this paragraph. 

1.14 Employer

The Company and any other member  of the Controlled Group adopting the Plan pursuant to Section 3.01 or any corresponding  predecessor provision of the Plan. 

1.15 Employer Contribution

An Employer profit-sharing contribution  made pursuant to Section 13.01. 

1.16 Employment Commencement Date

The date on which an Employee first  performs an Hour of Service for the Employer or any other member of the Controlled  Group. 

 

5

1.17 ERISA 

The Employee Retirement Income Security  Act of 1974, as the same has been and may be amended from time to time. Reference  to a section of ERISA includes such section and any comparable section or sections  of any future legislation that amends, supplements, or supersedes such section.  

1.18 Forfeiture

The non-vested portion of a Participant's  Separate Account that is forfeited pursuant to Section 16.03. 

1.19 Guaranteed Principal Investment  Fund

An investment fund described in Section  11.01. 

1.20 Reserved 

1.21 Hour of Service 

Each hour, if any, that may be credited  to a person in accordance with the provisions of Article IX. 

1.22 Investment Fund A 

An investment fund described in Section  11.01. 

1.23 Reserved 

1.24 Reserved 

1.25 Normal Retirement Age

The date an Employee attains age  65. 

1.26 Normal Retirement

A Participant's Termination of Employment,  other than by reason of death or Total and Permanent Disability, on or after  he attains his Normal Retirement Age. 

1.27 Participant 

A person who fulfills the eligibility  requirements as provided in the Plan to become a Participant and who continues  to qualify as a Participant in accordance with the Plan's provisions. 

6

 

1.28 Plan 

The ALLTEL Corporation Profit-Sharing  Plan, as set forth herein and as may be amended from time to time. 

1.29 Plan Administrator

The Company, which shall serve pursuant  to the terms of Article II. The Company may allocate or delegate any or all  of its authority under the Plan to a Committee of no less than three persons.  

1.30 Plan Year

The twelve-month period which begins  on the first day of January and which ends on the last day of December. 

1.31 Prior Plan 

Any other qualified plan that is  merged into the Plan under Article XX. 

1.32 Reemployment Commencement  Date 

The date on which an Employee first  performs an Hour of Service following a termination of employment with the Controlled  Group. 

1.33 Region 

An operating region, corporate division,  or other grouping of Employees of the Employer for a particular Plan Year, designated  by the Board of Directors in the resolution with respect to that Plan Year as  provided in Section 13.01. 

1.34 Separate Account 

The separate account maintained by  the Trustee in the name of a Participant that reflects his interest in the Trust  Fund and any Sub-Accounts established thereunder, as provided in Article XI.  

1.35 Spouse 

The person to whom a Participant  is legally married at the time in question. 

1.36 Sub-Account 

Any of the individual sub-accounts  of a Participant's Separate Account that is maintained as provided in Article  XI. 

7

 

1.37 Termination of Employment  

A termination of employment with  the Employer or other member of the Controlled Group following which the person  is no longer employed by any member of the Controlled Group. 

1.38 Total and Permanent Disability  

Permanent incapacity resulting in  the Participant's being unable to engage in gainful employment at his usual  occupation, or any other occupation for which he is reasonably suited by education,  training and experience, by reason of any medically demonstrable physical or  mental condition, excluding, however, (i) incapacity contracted, suffered or  incurred while the Participant was engaged in, or which resulted from having  engaged in, a felonious enterprise; (ii) incapacity resulting from or consisting  of chronic alcoholism or addiction to drugs of abuse; (iii) incapacity resulting  from an intentionally self-inflicted injury or illness; (iv) incapacity contracted,  suffered or incurred in the employment of other than the Employer, including  self-employment; (v) incapacity resulting from injury or disease incurred while  serving in the armed forces of any country and for which a government disability  benefit is payable. Notwithstanding the foregoing, for purposes of Section 14.02  only (and not for purposes of Sections 13.03 and 13.04), the incapacity of a  Participant who became an Employee prior to January 1, 1995, shall be determined  in accordance with the definition of Total and Permanent Disability in effect  under the Plan prior to January 1, 1995 to the extent that the prior definition  is more favorable to the Participant. 

1.39 Trust

The trust maintained by the Trustee  under the Trust Agreement. 

1.40 Trust Agreement 

The Agreement between the Company  and the Trustee establishing or maintaining the ALLTEL Corporation Profit-Sharing  Trust, as amended from time to time. 

1.41 Trustee 

The entity or individual or individuals  designated under the Trust Agreement and includes and denotes any successor  or successor in trust under the Trust Agreement, unless the context clearly  indicates a contrary intention. 

1.42 Trust Fund 

All cash, securities, real estate,  or any other property held by the Trustee pursuant to the terms of the Trust  Agreement, together with the income therefrom. 

8

 

1.43 Valuation Date

The last day of each calendar month  and each other date (or dates) as may be established from time to time by the  Plan Administrator. 

1.44 Year of Eligibility Service  

A Computation Period commencing before,  on, or after the Effective Date during which an Employee is credited with a  Year of Service for purposes of determining his eligibility to participate in  the Plan. The determination of Years of Eligibility Service for certain Employees  may be modified by Section 9.04. 

1.45 Year of Participation 

A Computation Period commencing on  or after the Effective Date during which an Employee is credited with a Year  of Service for purposes of determining his eligibility to receive an allocation  under Sections 13.03 and 13.04 for a Plan Year. 

1.46 Year of Service 

A Computation Period during which  an Employee completes at least 1,000 Hours of Service. 

1.47 Year of Vesting Service

A Computation Period commencing before,  on, or after the Effective Date during which an Employee is credited with a  Year of Service for purposes of determining his vested interest in his Separate  Account. The determination of Years of Vesting Service for certain Employees  may be modified by Section 9.05. 

9

 

ARTICLE II   ADMINISTRATION 

2.01 Plan Administrator 

The Company shall be the Plan Administrator  and shall be the administrator for purposes of ERISA and the plan administrator  for purposes of the Code. 

2.02 Allocation of Authority and  Responsibility Among Named Fiduciaries

The Company, the Plan Administrator,  and the Trustee shall be "named fiduciaries" as defined in Section 402(a)(2)  of ERISA. The Employers shall have the sole responsibility for making contributions  under the Plan, as determined by the Company. The Company shall have the sole  responsibility for appointing one or more trustees as the Trustee. The Plan  Administrator shall have the sole responsibility for the administration of the  Plan as provided herein. Except to the extent that an investment manager (as  defined in Section 3(38) of ERISA) has been appointed, the Trustee shall have  the responsibility for the administration and management of the Trust Fund,  in accordance with the provisions of the Trust Agreement. Each named fiduciary  warrants that any directions given, information furnished, or action taken by  it shall be in accordance with the provisions of the Plan, unless inconsistent  with applicable law. Each named fiduciary may rely on any direction, information  or action of another named fiduciary. It is intended under the Plan that each  named fiduciary shall be responsible for the proper exercise of its own powers,  duties, responsibilities and obligations under the Plan and shall not be responsible  for any act or failure to act of another fiduciary (including named fiduciaries)  if the responsibility or authority of the act or failure to act was not within  the scope of the named fiduciary's authority or delegated responsibility. No  fiduciary guarantees the Trust Fund in any manner against investment loss or  depreciation in asset values. 

2.03 Rights, Powers and Duties  of the Plan Administrator

The Plan Administrator shall have  all such powers and authority as may be necessary to discharge its responsibilities  under the Plan, including the following rights, powers, and responsibilities:  

(a) The Plan Administrator shall  administer the Plan uniformly and consistently with respect to persons who are  similarly situated. 

(b) The Plan Administrator shall  direct the Trustee in writing to make payments from the Trust Fund to persons  who qualify for such payments hereunder. Such written order to the Trustee shall  specify the name of the person, his address, and the amount and frequency of  such payments. Benefits under the Plan shall be paid only if the Plan

10

 

 Administrator  decides in its discretion that the applicant is entitled to the benefits under  the provisions of the Plan. The Plan Administrator shall have the discretionary  power and authority to interpret and construe the provisions of the Plan and  to make factual determinations in deciding whether an applicant is entitled  to benefits under the Plan.

 (c) The Plan Administrator shall  have the sole responsibility for the administration of the Plan; and, except  as herein expressly provided, the Plan Administrator shall have the exclusive  discretionary power and authority to interpret and construe the provisions of  the Plan and to determine any question arising hereunder or in connection with  the administration of the Plan, including the remedying of any omission, inconsistency  or ambiguity, and its decision or action in respect thereof shall be conclusive  and binding upon any and all Participants, Beneficiaries, and their heirs, distributees,  executors, administrators and assigns. In exercising such powers and authorities,  the Plan Administrator shall at all times exercise good faith, apply standards  of uniform application and refrain from any arbitrary action. 

(d) The Plan Administrator shall  resolve all questions relating to participation in the Plan and determine the  amount, manner, and timing of the payment of benefits under the Plan. 

(e) The Plan Administrator shall  maintain such records as it determines are necessary, appropriate, or convenient  to properly administer the Plan. 

(f) The Plan Administrator may adopt  rules and procedures for the administration of the Plan that are consistent  with the terms of the Plan. 

(g) The Plan Administrator may employ  such counsel and agents for administrative, clerical, legal, medical, accounting,  or other services as it may require in carrying out the provisions of the Plan.  

(h) The Plan Administrator shall  prepare and distribute to Participants or their Beneficiaries all information  required under federal law or by the other provisions of the Plan. 

(i) The Plan Administrator shall  prepare and file all reports or other information required by applicable law.  

2.04 Discharge of Duties 

Each fiduciary under the Plan shall  discharge its duties solely in the interest of Participants and their Beneficiaries  in accordance with the applicable provisions of Section 404 of ERISA. 

 

11

 

2.05 Indemnification

The Company shall indemnify any officer,  director, or employee of a member of the Controlled Group to whom any power,  authority, or responsibility is allocated or delegated for any liability actually  and reasonably incurred with respect to the exercise or failure to exercise  such power, authority, or responsibility, unless such liability results from  such person's own gross negligence or willful misconduct. 

2.06 Compensation and Expenses  

No person who already receives full-time  pay from a member of the Controlled Group shall receive compensation from the  Plan, except for reimbursement of expenses properly and actually incurred. 

2.07 Committee

 (a) The Company, pursuant to authority  of its Board of Directors, may allocate or delegate any or all of its powers,  authority, or responsibilities as Plan Administrator to a Committee of no less  than three persons. Nothing contained herein shall be construed to prevent any  Participant or any director, officer, or employee of a member of the Controlled  Group from serving as a member of the Committee. 

(b) Any action authorized, permitted,  or required to be taken by the Committee may be taken by a majority of its members  at the time acting hereunder, except that no member of the Committee who is  a Participant shall take any part in any action relating solely to his participation.  The decision of the majority may be expressed by a vote at a meeting of the  Committee, or in writing without a meeting. Any direction or certification required  or authorized to be given by the Committee shall be in writing and signed by  a majority of the members of the Committee, or by such member as may be designated  by an instrument in writing signed by all of the members thereof. The Committee  shall keep a permanent record of its meetings and actions. 

(c) The Committee may from time to  time allocate to one or more of its members and may delegate to any other persons  or organizations any of its rights, powers, duties and responsibilities with  respect to the operation and administration of the Plan that are permitted to  be delegated under ERISA unless delegation is expressly prohibited by the terms  of the Plan or the Trust Agreement. Any such allocation or delegation will be  made in writing, will be reviewed periodically by the Committee, and will be  terminable upon such notice as the Committee in its discretion deems reasonable  and proper under the circumstances. Whenever a person or organization has the  power and authority under the Plan to delegate discretionary authority respecting  the administration 

 

12

 

of the Plan to another person or organization, the delegating  party's responsibility with respect to such delegation is limited to the selection  of the person to whom authority is delegated and the periodic review of such  person's performance and compliance with applicable law and regulations. Any  breach of fiduciary responsibility by the person to whom authority has been  delegated which is not proximately caused by the delegating party's failure  to properly select or supervise, and in which breach the delegating party does  not otherwise participate, will not be considered a breach by the delegating  party, to the extent permitted by law. 

(d) The Company, pursuant to authority  of its Board of Directors, may from time to time remove members of the Committee  and add members thereto. A member of the Committee may, at any time, notify  the Company in writing of his intent to resign from the Committee, and such  resignation shall be effective as of the date such written notification is received  by the Company, unless a later date is specified therein. Vacancies occurring  in the Committee whether by reason of resignation, removal, death or otherwise,  shall be filled pursuant to authority of the Board of Directors. 

(e) The Committee may from time to  time formulate such rules and regulations for its organization and the transaction  of its business as it deems suitable and as are consistent with the provisions  of the Plan and the Trust Agreement. 

2.08 Administrative Expenses 

All reasonable expenses of administering  the Plan and Trust, including the compensation of all persons employed by the  Plan Administrator shall be paid out of the Trust Fund; provided, however that  the Company and/or the other Employers may elect to make payment of the expenses  directly from its and/or their general assets. Any expenses to be paid by the  Trustee out of the Trust Fund shall be approved by the Plan Administrator before  payment by the Trustee. 

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ARTICLE III   GENERAL PROVISIONS 

3.01 Adoption of the Plan by Other  Employers

Any member of the Controlled Group  may, with the consent of the Company, adopt the Plan and thereby become an Employer  hereunder by executing an instrument evidencing such adoption on the order of  its board of directors or other organizational authority. 

3.02 No Contract of Employment

Nothing herein contained shall be  construed to constitute a contract of employment between the Employer and any  Employee nor shall the maintenance of the Plan affect the Employer's right to  discharge or otherwise discipline Employees. The employment records of the Employer  and the Trustee's records shall be final and binding upon all Employees as to  eligibility and participation. 

3.03 Restrictions Upon Assignments  and Creditor's Claims 

(a) Except as may be otherwise provided  in the Plan, Section 401(a)(13)(B) of the Code (relating to qualified domestic  relations orders), Sections 401(a)(13)(C) and (D) of the Code (relating to offsets  ordered or required under a criminal conviction involving the Plan, a civil  judgment in connection with a violation or alleged violation of fiduciary responsibilities  under ERISA, or a settlement agreement between the Participant and the Department  of Labor in connection with a violation or alleged violation of fiduciary responsibilities  under ERISA), Section 1.401(a)-13(b)(2) of the Treasury Regulations (relating  to Federal tax levies), or as otherwise required by law, no benefit under the  Plan at any time shall be subject in any manner to anticipation, alienation,  assignment (either at law or in equity), encumbrance, garnishment, levy, execution,  or other legal or equitable process; and no person shall have the power in any  manner to anticipate, transfer, assign (either at law or in equity), alienate  or subject to attachment, garnishment, execution, levy or any other legal or  equitable proceeding or process or in any way encumber his benefits under the  Plan, or any part thereof, and any attempt to do so shall be void. 

(b) Notwithstanding the foregoing,  this Section 3.03 shall not apply to a qualified domestic relations order, as  defined in Section 414(p) of the Code. The Plan Administrator shall establish  a procedure to determine the qualified status of domestic relations orders and  to administer distributions under such qualified orders. The Plan Administrator  shall promptly notify the Participant and each alternate payee of the receipt  of 

14

 any State domestic relations order and the procedure which the Plan Administrator  will follow in determining whether the order constitutes a qualified domestic  relations order, as defined in Section 414(p) of the Code. 

(c) Notwithstanding any other provision  of the Plan to the contrary, and effective for domestic relations orders received  by the Plan Administrator on or after January 1, 2002, a distribution to an  alternate payee under a qualified domestic relations order may be made as soon  as practicable after the issuance of the qualified domestic relations order  and receipt and approval of the order as qualified by the Plan Administrator,  provided the terms of the qualified domestic relations order permit payment  of the distribution. 

3.04 Facility of Payment 

If any person to whom a benefit under  the Plan is payable is unable to care for his affairs because of illness or  accident, any payment due may be paid, in the discretion of the Plan Administrator,  to the Spouse, child, brother or sister of such person, or to any other persons  deemed by the Plan Administrator to be maintaining or responsible for the maintenance  of such person (unless prior claim therefor shall have been made by a duly qualified  guardian or other legal representative). Any payment made in accordance with  the provisions of this Section 3.04 shall be a complete discharge of any liabilities  of the Plan with respect to the benefit so paid. 

3.05 Restriction of Claims Against  Trust 

The Trust and the corpus and income  thereof shall not be subject to the rights or claims of any creditor of the  Employer or Controlled Group. Neither the establishment of the Trust, the modification  of the Trust Agreement, the creation of any fund or account, nor the payment  of any benefits shall be construed as giving any Participant or any other person  any legal or equitable rights against the Controlled Group or any of its officers,  employees, directors, or shareholders, or the Trustee unless the same shall  be specifically provided for in the Plan. 

3.06 Benefits Payable from Trust

All benefits payable under the Plan  shall be paid or provided for solely from the Trust. 

3.07 Merger and Transfer of Assets  or Liabilities 

The Plan shall not be merged or consolidated  with any other plan, nor shall any assets or liabilities of the Plan be transferred  to another plan, unless, immediately after such merger, consolidation, or transfer  of assets, each  

15

 

 Participant would receive a benefit having a value equal to  or greater than the benefit he would have received if the Plan had terminated  immediately prior to the merger, consolidation or transfer. 

3.08 Applicable Law

To the extent not preempted by federal  law, the provisions of the Plan shall be construed, regulated, and administered  in accordance with the laws of the State of Delaware. The invalidity or illegality  of any provision of the Plan shall not affect the legality or validity of any  other part thereof. 

3.09 Reversion of Employer Contributions

At no time shall any part of the  corpus or income of the Trust Fund be used for or diverted to purposes other  than for the exclusive benefit of Participants and their Beneficiaries. Notwithstanding  the foregoing, if a contribution to the Trust is made by the Employer by a mistake  in fact, such contribution shall be returned to the Employer within one year  after the payment of the contribution to the Trust if the Employer so directs.  If a contribution by the Employer is conditioned on initial qualification of  the Plan under Section 401 of the Code, and if the Plan does not qualify, then  such contribution shall be returned to the Employer within one year after the  date of denial of qualification of the Plan. If a contribution to the Trust  is not fully deductible by the Employer under Section 404 of the Code, then,  to the extent the deduction is disallowed, such a contribution may be returned  to the Employer if the Employer so directs within one year after the disallowance  of the deduction. Unless otherwise specified in writing, contributions made  by the Employer to the Trust shall be deemed to be conditioned upon the initial  and continued qualification of the Plan under Section 401(a) of the Code, the  exempt status of the Trust under Section 501(a) of the Code, and the deductibility  of the contribution under Section 404 of the Code. 

3.10 Qualified Military Service  Rights 

Notwithstanding any other provision  of the Plan to the contrary, contributions, benefits, and service with respect  to qualified military service shall be provided in accordance with Section 414(u)  of the Code. The Plan Administrator shall notify the Trustee of any Participant  with respect to whom additional contributions are made because of qualified  military service. 

 

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ARTICLE IV   CLAIMS PROCEDURES 

4.01 Claim for Benefits

If any claim for benefits filed by  any person under the Plan (the "claimant") is denied in whole or in part, the  Plan Administrator shall issue a written notice of such decision to the claimant.  The notice shall be issued to the claimant as soon as possible but in no event  later than 90 days from the date the claim for benefits was filed. The notice  issued by the Plan Administrator shall be written in a manner calculated to  be understood by the claimant, and shall include the following: 

(a) the specific reason or reasons  for any denial of benefits; 

(b) the specific Plan provisions  on which any denial is based; 

(c) a description of any further  material or information which is necessary for the claimant to perfect his claim  and an explanation of why the material or information is needed; and 

(d) an explanation of the Plan's  claim review procedures.

 If the Plan Administrator fails  to respond to a claim for benefits, such claim shall be deemed to have been  denied. For claims filed on or after January 1, 2002, such written notice to  the claimant shall be furnished within a reasonable period of time but not later  than 90 days after such claim was filed (plus an additional 90 days if required  for processing, provided that notice of the extension of time is given to the  claimant within the first 90 day period), and shall also include an explanation  of the time limits applicable to the Plan's claim review procedures and a statement  of the claimant's right to bring a civil action under Section 502(a) of ERISA  following an adverse benefit determination on review. 

4.02 Review

If the Plan Administrator denies  a claim for benefits in whole or in part, or the claim is otherwise deemed to  have been denied, the claimant or his duly authorized representative may submit  to the Plan Administrator a written request for review of the claim denial within  60 days of the receipt of the notice or deemed denial of his claim, which request  shall contain the following information: 

(a) the date on which the claimant's  request was filed with the Plan Administrator; provided, however, that the date  on which the claimant's request for review was in fact filed with the Plan Administrator  shall 

17

 

 control in the event that the date of the actual filing is later than  the date stated by the claimant pursuant to this paragraph (a); 

(b) the specific portions of the  denial of his claim which the claimant requests the Plan Administrator to review;  

(c) a statement by the claimant setting  forth the basis upon which he believes the Plan Administrator should reverse  the previous denial of his claim for benefits and accept his claim as made;  and 

(d) any written material (offered  as exhibits) which the Claimant desires the Plan Administrator to examine in  its consideration of his position as stated pursuant to paragraph (c). 

The claimant or his duly authorized  representative may: 

(a) review pertinent documents; and  

(b) submit issues and comments in  writing to which the Plan Administrator shall respond. 

The Plan Administrator shall furnish  a written decision on review not later than 60 days after receipt of the written  request for review of the claim denial, unless special circumstances require  an extension of the time for processing the appeal. If an extension of time  for review is required because of special circumstances, written notice of the  extension shall be furnished to the claimant prior to the commencement of the  extension, and the Plan Administrator shall furnish a written decision on review  not later than 120 days after receipt of the written request for review of the  claim denial. If a written decision on review is not furnished within 60 days  (or 120 days, if applicable) after receipt of the written request for review  of the claim denial, the claim shall be deemed denied on review. The decision  on review shall be in writing and shall include specific reasons for the decision,  shall be written in a manner calculated to be understood by the claimant, and  shall contain specific references to the pertinent Plan provisions on which  the decision is based. 

 

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ARTICLE V  AMENDMENT AND TERMINATION 

5.01 Amendment and Termination  of the Plan

The Company expressly reserves the  right, at any time and from time to time, by action of or pursuant to authority  of its Board of Directors: 

(a) to terminate the Plan in whole  or in part; and/or 

(b) to amend the Plan in any respect.  

A Participant's accrued benefit shall  not be decreased by an amendment to the Plan, except as may be permitted under  Section 411(d)(6) of the Code. 

Any termination or amendment shall  be evidenced by an instrument executed on behalf of the Company by an authorized  officer. No termination or amendment shall increase the duties or responsibilities  of a Trustee without its consent thereto in writing. 

Promptly after any amendment of the  Plan has become effective, the Company shall cause a copy of such amendment  to be filed with the Plan Administrator (if other than the Company) and the  Trustee. 

5.02 Procedure Upon Termination

Upon termination of the Plan, the  following actions shall be taken for the benefit of Participants and Beneficiaries:  

(a) As of the termination date, the  Trust Fund shall be valued and all Separate Accounts and Sub-Accounts shall  be adjusted in the manner provided in Article XI, with any unallocated Employer  Contributions or Forfeitures being allocated as of the termination date in the  manner otherwise provided in the Plan. The termination date shall become a Valuation  Date for purposes of Article XI. In determining the net worth of the Trust Fund,  there shall be included as a liability such amounts as shall be necessary to  pay all expenses in connection with the termination of the Trust and the liquidation  and distribution of the property of the Trust, as well as other expenses, whether  or not accrued, and shall include as an asset all accrued income. 

(b) All Separate Accounts shall then  be distributed to or for the benefit of each Participant or Beneficiary in accordance  with the provisions of Article XIV as if the termination date were a termination  of his employment with all members of the Controlled Group. 

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5.03 Non-Forfeitability Upon Termination  of Plan

Upon termination or partial termination  of the Plan or the complete discontinuance of contributions to the Plan, the  rights of all affected Participants to the amounts credited to the Participants'  Separate Accounts shall be nonforfeitable. 

5.04 Reorganization

The merger, consolidation, or liquidation  of a member of the Controlled Group that has adopted the Plan with or into any  other member of the Controlled Group shall not constitute a termination of the  Plan as to such adopting member of the Controlled Group. 

5.05 Withdrawal of an Employer

A member of the Controlled Group  that has adopted the Plan, other than the Company, may withdraw from the Plan  (a "withdrawing employer") at any time upon notice in writing to the Plan Administrator  and shall thereupon cease to be an adopting employer for all purposes of the  Plan. A member of the Controlled Group that has adopted the Plan shall be deemed  automatically to withdraw from the Plan in the event it ceases to be a member  of the Controlled Group unless the Company otherwise directs. The withdrawal  of a member of the Controlled Group shall be treated as a termination of the  Plan with respect to Participants who at the time are employed by such withdrawing  employer. In the event of any such withdrawal of an adopting employer, the action  specified in Section 5.02 shall be taken as of the withdrawal date, as on a  termination of the Plan, but with respect only to Participants who are employed  solely by the withdrawing employer, and who, upon such withdrawal, are neither  transferred to nor continued in employment with any other member of the Controlled  Group. The interest of any Participant employed by the withdrawing employer  who is transferred to or continues in employment with any other member of the  Controlled Group, and the interest of any Participant employed solely by a member  of the Controlled Group other than the withdrawing employer, shall remain unaffected  by such withdrawal; no adjustment to his Separate Account shall be made by reason  of the withdrawal; and he shall continue as a Participant hereunder subject  to the remaining provisions of the Plan. 

 

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ARTICLE VI   TRUST AGREEMENT AND TRUST FUND 

6.01 Trust Agreement and Trust  Fund

There shall be one or more Trust  Agreements (collectively referred to as the "Trust Agreement") between the Company  and a trustee or trustees selected by the Company under the terms of which a  Trust Fund will be established for the purpose of receiving or holding contributions  made to the Plan, as well as interest and other income on investments of such  funds, and for the purpose of paying benefits provided by the Plan. The Company  may amend the Trust Agreement from time to time to accomplish the purposes of  the Plan, may remove any Trustee, and may select any successor trustee. The  Trust Agreement and the Trust maintained thereunder shall be deemed to be a  part of the Plan as if fully set forth herein and the provisions of the Trust  Agreement are hereby incorporated by reference into the Plan. 

6.02 Irrevocability

The Trust Fund shall be used to pay  benefits as provided in the Plan. No part of the principal or income of the  Trust Fund shall be used for, or diverted to, purposes other than those provided  in the Plan, and no part of the Trust Fund shall revert to the Company or any  member of the Controlled Group except as may be otherwise specifically provided  under the Plan, the Trust Agreement, or both. 

6.03 Benefits Payable Only from  Trust Fund

All benefits paid under the Plan  shall be paid from the Trust Fund or from any insurance contract established  under Section 6.04, and the Employer shall not be otherwise liable for benefits  payable under the Plan. 

6.04 Optional Provision for Benefits

The Company reserves the right to  change at any time the means through which the benefits under the Plan shall  be provided, including the substitution of a contract or contracts with an insurance  company or companies, and may thereupon make suitable provision for the use  of assets of the Trust Fund to provide for the payment of benefits under such  insurance contract or contracts. No such change shall constitute a termination  of the Plan or result in the diversion to the Employer of any funds previously  contributed hereunder. 

6.05 Commingling Authorized

As permitted in the Trust Agreement,  the Trust Fund held under the Plan may be commingled with any trust funds held  under other employee benefit plans 

21

 

 of the Controlled Group, provided such other  funds qualify as tax exempt under the applicable provisions of the Code. 

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ARTICLE VII   LIMITATION ON CONTRIBUTIONS 

7.01 Definitions

For purposes of this Article VII,  the following terms have the following meanings: 

(a) The "annual addition" with respect  to a Participant for a limitation year means the sum of the Employer Contributions  and Forfeitures allocated to his Separate Account for the limitation year (including  any amounts that are distributed pursuant to this Article but are nonetheless  required to be considered annual additions), the employer contributions, employee  contributions, and forfeitures allocated to his accounts for the limitation  year under any other qualified defined contribution plan (whether or not terminated)  maintained by the Employer or any other member of the Controlled Group, and  amounts described in Sections 415(l)(2) and 419A(d)(2) of the Code allocated  to his account for the limitation year. 

(b) The "employer" shall mean each  employer that adopts the Plan, and all members of a controlled group of corporations  (as defined in Section 414(b) of the Code, as modified by Section 415(h) of  the Code), commonly controlled trades or businesses (as defined in Section 414(c)  of the Code, as modified by Section 415(h) of the Code), or affiliated service  groups (as defined in Section 414(m) of the Code) of which the adopting employer  is a part. 

(c) The "compensation" of a Participant  for a limitation year shall mean compensation as defined in Section 415(c)(3)  of the Code. 

(d) An "elective contribution" means  any employer contribution made to a plan maintained by a member of the Controlled  Group on behalf of a Participant in lieu of cash compensation pursuant to his  written election to defer under any qualified cash or deferred arrangement as  defined in Section 401(k) of the Code, any simplified employee pension cash  or deferred arrangement as described in Section 402(h)(1)(B) of the Code, any  eligible deferred compensation plan under Section 457 of the Code, or any plan  as described in Section 501(c)(18) of the Code, and any contribution made on  behalf of the Participant by a member of the Controlled Group for the purchase  of an annuity contract under Section 403(b) of the Code pursuant to a salary  reduction agreement. 

(e) An "excess amount" shall mean  the excess of a Participant's annual addition for the limitation year over the  maximum permissible amount. 

23

 

(f) A "limitation year" means the  Plan Year or such other 12-month period designated as such by the Company. 

(g) The "maximum permissible amount"  shall be the lesser of: (1) $40,000, as adjusted for increases in the cost-of-living  under Section 415(d) and regulations issued thereunder of the Code or (2) 100%  of the Participant's compensation for the limitation year; provided, however,  that the limit in clause (1) shall be prorated for any short limitation year.  

7.02 Limitations on Crediting  of Contributions and Forfeitures

Notwithstanding any other provision  of the Plan to the contrary, the annual addition with respect to a Participant  for a limitation year shall in no event exceed the maximum permissible amount.  If the annual addition to the Separate Account of a Participant in any limitation  year would exceed the maximum permissible amount because of the allocation of  Forfeitures, a reasonable error in estimating a Participant's annual compensation,  a reasonable error in determining the amount of elective deferrals that may  be made with respect to any Participant under the limits of Section 415 of the  Code, or other limited facts and circumstances that justify the availability  of the provisions set forth below, the excess amount shall be forfeited by the  Participant and disposed of as follows: 

(a) The excess amount shall be reallocated  among the remaining Participants' Separate Accounts in the same way Forfeitures  are allocated as specified in Section 16.03; provided, however, that such reallocation  shall not cause the annual additions to any other Participant's Separate Account  to exceed the maximum permissible amount. 

(b) To the extent subsection (a)  is not applicable, and if the Participant is covered by the Plan at the end  of the limitation year, the excess amount in the Participant's Separate Account  shall be used to reduce Employer Contributions for such Participant in the next  limitation year, and each succeeding limitation year, if necessary. 

(c) To the extent subsection (a)  is not applicable, and if the Participant is not covered by the Plan at the  end of the limitation year, the excess amount shall be held unallocated in a  suspense account. The suspense account shall be applied to reduce future Employer  Contributions for all remaining Participants in the next limitation year, and  each succeeding limitation year if necessary. 

If a suspense account is in existence  at any time during a limitation year, all amounts in the suspense account must  be allocated to Participants' Separate Accounts (subject to the limitations  contained herein) before any further Employer Contributions may be made to the  Plan on behalf of Participants. If 

24

 a suspense account is in existence at any  time during a limitation year, it shall not share in any increase or decrease  in the net worth of the Trust Fund. 

7.03 Coverage Under Other Qualified  Defined Contribution Plan

If a Participant is covered by any  other qualified defined contribution plan (whether or not terminated) maintained  by the Employer or a member of the Controlled Group, and if the annual addition  for the limitation year would otherwise exceed the maximum permissible amount,  the excess amount shall be eliminated by reducing contributions under such other  plan to the extent necessary. If the annual addition for the limitation year  would still exceed the maximum permissible amount after returning contributions  under such other plan, the excess amount shall be eliminated by returning Employer  Contributions under the Plan to the extent necessary. In the event that a Participant  is covered by a qualified defined benefit plan, the procedure specified in Section  7.04 shall be implemented prior to effecting any reduction in the benefit of  the Participant under the defined contribution plans. 

7.04 Coverage Under Qualified  Defined Benefit Plan

If a Participant in the Plan was  also covered by a qualified defined benefit plan (whether or not terminated)  maintained by the Employer or a member of the Controlled Group, in no event  shall the sum of the defined benefit plan fraction (as defined in Section 415(e)(2)  of the Code) and the defined contribution plan fraction (as defined in Section  415(e)(3) of the Code) exceed 1.0 in any limitation year. In the event the such  limitation would otherwise have been exceeded, (i) for Plan Years beginning  before January 1, 1995, the employer contributions and forfeitures that would  otherwise have been allocated to the Participant were reduced to the extent  necessary to meet such limitation, and (ii) for Plan Years beginning after December  31, 1994, the benefits otherwise payable to the Participant under the qualified  defined benefit plan were reduced to the extent necessary to meet such limitation.  

If a Participant was a participant  in one or more defined contribution plans maintained by the employer which were  in existence on July 1, 1982, the numerator of the defined contribution plan  fraction (as defined in Section 415(e)(3) of the Code) was adjusted if the sum  of this fraction and the defined benefit plan fraction (as defined in Section  415(e)(2) of the Code) would otherwise exceed 1.0 under the terms of the Plan.  Under this adjustment, an amount equal to the product of (i) the excess of the  sum of the fractions over 1.0 times (ii) the denominator of this fraction, was  permanently subtracted from the numerator of the defined contribution plan fraction  (as defined in Section 415(e)(3) of the Code). The adjustment was calculated  using the fractions as they would be computed as of the later of the end of  the last limitation year beginning before January 1, 1983, or September 30,  1983. This adjustment also was made if at the end of the last 

25

 limitation year  beginning before January 1, 1984, the sum of the fractions exceeds 1.0 because  of accruals or additions that were made before the limitations of Section 415(e)  of the Code became effective as to any plans of the employer in existence on  July 1, 1982. 

The limitation described in this  Section 7.04 shall not apply to a Participant who is an active employee after  December 31, 1999 for Limitation Years beginning after December 31, 1999. 

7.05 Scope of Limitations

The limitations contained in this  Article VII shall be applicable only with respect to benefits provided pursuant  to defined contribution plans and defined benefit plans described in Section  415(k) of the Code. 

 

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ARTICLE VIII   TOP-HEAVY PROVISIONS 

8.01 Definitions 

For purposes of this Article VIII,  the following terms have the following meanings: 

(a) The "compensation" of a Participant  means compensation as defined in Section 415 of the Code and regulations issued  thereunder. In no event, however, shall the compensation of a Participant taken  into account under the Plan for any Plan Year exceed the dollar limitation under  Section 401(a)(17)(A) of the Code, subject to adjustment annually as provided  in Section 401(a)(17)(B) and Section 415(d) of the Code. If the compensation  of a Participant is determined over a period of time that contains fewer than  12 calendar months, then the annual compensation limitation described above  shall be adjusted with respect to that Participant by multiplying the annual  compensation limitation in effect for the Plan Year by a fraction the numerator  of which is the number of full months in the period and the denominator of which  is 12. 

(b) The "determination date" with  respect to any Plan Year means the last day of the preceding Plan Year, except  that the determination date with respect to the first Plan Year of the Plan,  shall mean the last day of such Plan Year. 

(c) A "key employee" means any Employee  or former Employee who is a key employee pursuant to the provisions of Section  416(i)(1) of the Code and the applicable regulations and any other guidance  of general applicability issued thereunder, and any Beneficiary of such Employee  or former Employee.

 (d) A "non-key employee" means any  Employee or former Employee who is not a key employee and any Beneficiary of  such Employee or former Employee. 

(e) A "permissive aggregation group"  means those plans included in the Employer's required aggregation group together  with any other plan or plans of the Employer, so long as the entire group of  plans would continue to meet the requirements of Sections 401(a)(4) and 410  of the Code. 

(f) A "required aggregation group"  means the group of tax-qualified plans maintained by a member of the Controlled  Group consisting of each plan in which a key employee participates and each  other plan that enables a plan in which a key employee participates to meet  the 

27

 requirements of Section 401(a)(4) or Section 410 of the Code, including  any plan that terminated within the five-year period ending on the relevant  determination date. 

(g) A "super top-heavy group" with  respect to a particular Plan Year means a required or permissive aggregation  group that, as of the determination date, would qualify as a top-heavy group  under the definition in subsection (i) of this Section 8.01 with "90 percent"  substituted for "60 percent" each place where "60 percent" appears in the definition.  

(h) A "super top-heavy plan" with  respect to a particular Plan Year means a plan that, as of the determination  date, would qualify as a top-heavy plan under the definition in subsection (j)  of this Section 8.01 with "90 percent" substituted for "60 percent" each place  where "60 percent" appears in the definition. A plan is also a "super top-heavy  plan" if it is part of a super top-heavy group. 

(i) A "top-heavy group" with respect  to a particular Plan Year means a required or permissive aggregation group if  the sum, as of the determination date, of the present value of the cumulative  accrued benefits for key employees under all defined benefit plans included  in such group and the aggregate of the account balances of key employees under  all defined contribution plans included in such group exceeds 60 percent of  a similar sum determined for all employees covered by the plans included in  such group.

 (j) A "top-heavy plan" with respect  to a particular Plan Year means (i), in the case of a defined contribution plan  (including any simplified employee pension plan), a plan for which, as of the  determination date, the aggregate of the accounts (within the meaning of Section  416(g) of the Code and the regulations and rulings thereunder) of key employees  exceeds 60 percent of the aggregate of the accounts of all participants under  the plan, with the accounts valued as of the relevant valuation date and increased  for any distribution of an account balance made in the five-year period ending  on the determination date, (ii), in the case of a defined benefit plan, a plan  for which, as of the determination date, the present value of the cumulative  accrued benefits payable under the plan (within the meaning of Section 416(g)  of the Code and the regulations and rulings thereunder) to key employees exceeds  60 percent of the present value of the cumulative accrued benefits under the  plan for all employees, with the present value of accrued benefits to be determined  under the accrual method uniformly used under all plans maintained by the Employer  or, if no such method exists, under the slowest accrual method permitted under  the fractional accrual rate of Section 411(b)(1)(C) of the Code and including  the present value of any part of any accrued benefits distributed in the five-year  period ending on the determination date, and (iii) any plan included in a required 

28

 

  aggregation group that is a top-heavy group. For purposes of this subsection,  the accounts and accrued benefits of any Employee who has not performed services  for a member of the Controlled Group during the applicable period shall be disregarded.  Notwithstanding the foregoing, if a plan is included in a required or permissive  aggregation group that is not a top-heavy group, such plan shall not be a top-heavy  plan. 

(k) The "valuation date" with respect  to any determination date means the most recent Valuation Date occurring within  the 12-month period ending on the determination date. 

8.02 Applicability

Notwithstanding any other provision  of the Plan to the contrary, the provisions of this Article VIII shall be applicable  during any Plan Year in which the Plan is determined to be a top-heavy plan.  If the Plan is determined to be a top-heavy plan and upon a subsequent determination  date is determined no longer to be a top-heavy plan, the vesting provisions  of Article XVI shall again become applicable as of such subsequent determination  date; provided, however, that if the prior vesting provisions do again become  applicable, any Employee with three or more Years of Vesting Service may elect  in accordance with the provisions of Article XVI, to continue to have his vested  interest in his Separate Account determined in accordance with the vesting schedule  specified in Section 8.06. 

8.03 Minimum Employer Contribution

If the Plan is determined to be a  top-heavy plan, the Employer Contributions and Forfeitures allocated to the  Separate Account of each non-key employee who is a Participant and who is employed  by a member of the Controlled Group on the last day of such top-heavy Plan Year  shall be no less than the lesser of (i) three percent of his compensation or  (ii) the largest percentage of compensation that is allocated as an Employer  Contribution or Forfeiture for such Plan Year to the Separate Account of any  key employee; except that, in the event the Plan is part of a required aggregation  group, and the Plan enables a defined benefit plan included in such group to  meet the requirements of Section 401(a)(4) or 410 of the Code, the minimum allocation  of Employer Contributions and Forfeitures to each such non-key employee shall  be three percent of the compensation of such non-key employee. Any minimum allocation  to a non-key employee required by this Section 8.03 shall be made without regard  to any social security contribution made on behalf of the non-key employee,  his number of Hours of Service, his level of compensation, or whether he declined  to make elective or mandatory contributions. 

29

 

8.04 Coordination with Other Plans

If the Plan is a top-heavy plan,  each non-key employee who is a Participant and who is employed by a member of  the Controlled Group on the last day of a top-heavy Plan Year and who is also  covered under any other top-heavy plan or plans maintained by the Employer will  receive a top-heavy benefit under the Plan of no less than five percent of his  compensation in lieu of the minimum allocation provided in Section 8.03 or under  the other top-heavy plan or plans. 

8.05 Adjustments to Section 415  Limitations

For Plan Years beginning prior to  January 1, 2000 (and not for Plan Years beginning on or after January 1, 2000),  if the Plan is determined to be a top-heavy plan and the Employer maintains  a defined benefit plan covering some or all of the Participants that are covered  by the Plan, the defined benefit plan fraction and the defined contribution  plan fraction, described in Article VII, shall be determined as provided in  Section 415 of the Code by substituting "1.0" for "1.25" each place where "1.25"  appears and by substituting "41,500" for "51,875" each place where "51,875"  appears, except that such substitutions shall not be applied to the Plan if  (i) the Plan is not a super top-heavy plan and (ii) the Employer Contribution  for such top-heavy Plan Year for each non-key employee who is to receive a minimum  top-heavy benefit hereunder is not less than four percent of such non-key employee's  compensation. 

8.06 Accelerated Vesting

If the Plan is determined to be a  top-heavy plan, a Participant's vested interest in his Separate Account shall  be determined no less rapidly than in accordance with the following vesting  schedule: 
 Years of Vesting ServiceVested Interest less than 30% 3 or more100%
8.07 EGTRAA Provision

Notwithstanding anything in this  Article VIII to the contrary, this Section 8.07 shall apply for purposes of  determining whether the Plan is a top-heavy plan under Section 416(g) of the  Code for Plan Years beginning after December 31, 2001, and whether the Plan  satisfied the minimum benefits requirements of Section 416(c) of the Code for  such years. 

(a) Determination of top-heavy status.  

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(1) Key employee. Key employee    means any employee or former employee (including any deceased employee) who    at any time during the Plan Year that includes the determination date was    an officer of the employer having annual compensation greater than $130,000    (as adjusted under section 416(i)(1) of the code for Plan Years beginning    after December 31, 2002), a 5-percent owner of the employer, or a 1-percent    owner of the employer having annual compensation of more than $150,000. For    this purpose, annual compensation means compensation within the meaning of    Section 415(c)(3) of the Code. The determination of who is a key employee    will be made in accordance with Section 416(i)(1) of the Code and the applicable    regulations and other guidance of general applicability issued thereunder.    

(2) Determination of present values    and amounts. This Section 8.07(a)(2) shall apply for purposes of determining    the present values of accrued benefits and the amounts of account balances    of employees as of the determination date. 

(i) Distributions during year      ending on the determination date. The present values of accrued benefits      and the amounts of account balances of an employee as of the determination      date shall be increased by the distributions made with respect to the employee      under the Plan and any plan aggregated with the plan under Section 416(g)(2)      of the Code during the 1-year period ending on the determination date. The      preceding sentence shall also apply to distributions under a terminated      plan which, had it not been terminated, would have been aggregated with      the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution      made for a reason other than separation from service, death, or disability,      this provision shall be applied by substituting "5-year period" for "1-year      period." 

(ii) Employees not performing      services during year ending on the determination date. The accrued benefits      and accounts of any individual who has not performed services for the employer      during the 1-year period ending on the determination date shall not be taken      into account. 

(b) Minimum Benefits. 

(1) If the Plan is a top-heavy    plan, each non-key employee who is also covered under a top-heavy defined    benefit plan maintained  

 

31

 

 

 by an Employer will receive the top-heavy benefits    provided for under such defined benefit plan in lieu of the top-heavy allocation    under the Plan. 

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ARTICLE IX   SERVICE 

9.01 Crediting of Hours of Service

(a) An Employee shall be credited  with an Hour of Service for: 

(1) Each hour for which the Employee    is directly or indirectly compensated or entitled to compensation by the Employer    or any other member of the Controlled Group for the performance of duties    during the applicable Computation Period; 

(2) Subject to the provisions of    Section 9.02, each hour for which the Employee is directly or indirectly compensated    or entitled to compensation by the Employer or any other member of the Controlled    Group (irrespective of whether the employment relationship has terminated)    for reasons other than the performance of duties (such as vacation, holidays,    sickness, jury duty, disability, lay-off, military duty or leave of absence)    during the applicable Computation Period; and 

(3) Each hour for which back pay    is awarded or agreed to by the Employer or any other member of the Controlled    Group without regard to mitigation of damages (provided that the same Hours    of Service shall not be credited under both this paragraph (3) and paragraph    (1) or (2) above). 

(b) Solely for the purpose of determining  whether a Participant has incurred a Break in Service, Hours of Service shall  be recognized for a "maternity or paternity leave of absence" as specified herein.  A "maternity or paternity leave of absence" means an absence from work for any  period by reason of the Participant's pregnancy, birth of the Participant's  child, placement of a child with the Participant in connection with the adoption  of such child, or any absence for the purpose of caring for such child for a  period immediately following such birth or placement. For this purpose, Hours  of Service shall be credited for the Computation Period in which the absence  from work begins, if the Employee would otherwise incur a Break in Service in  such Computation Period, or, in any other case, in the immediately following  Computation Period. The Hours of Service credited for a maternity or paternity  leave of absence shall be those which would normally have been credited but  for such absence, or, in any case in which the Plan Administrator is unable  to determine such hours normally credited, 8 Hours of Service per day. The total  Hours of Service required to be credited for a maternity or paternity leave  of absence shall not exceed 501. An absence from work will be treated as a maternity  and paternity leave of absence only if and  

33

 

 to the extent that the Employee timely  furnishes to the Plan Administrator such information as it may reasonably require  to establish that the absence is a maternity and paternity leave of absence  as defined herein and to establish the number of days of absence attributable  to maternity and paternity leave. 

(c) If an Employee has been granted  an Authorized Leave of Absence, he shall be credited with Hours of Service as  if he had been compensated by the Employer for what would have been his regularly  scheduled hours of work during the period of such Authorized Leave of Absence.  An Employee for whom records of his actual numbers of Hours of Service are not  normally maintained shall be credited with 10 Hours of Service for each day  of his Authorized Leave of Absence. 

(d) Notwithstanding the provisions  of subsection (a) above, an Employee for whom records of his actual number of  Hours of Service are not normally maintained shall be credited with 10 Hours  of Service for each day he would be required to be credited with at least one  Hour of Service. 

9.02 Limitations on Crediting  of Hours of Service

In the application of the provisions  of paragraph (2) of subsection (a) of Section 9.01, the following shall apply:  

(a) No more than 501 Hours of Service  are required to be credited to an Employee on account of any single continuous  period during which the Employee performs no duties (whether or not such period  occurs in a single Computation Period); 

(b) An hour for which an Employee  is directly or indirectly paid, or entitled to payment, on account of a period  during which no duties are performed, is not required to be credited to the  Employee if such payment is made or due under a plan maintained solely for the  purpose of complying with applicable worker's compensation, unemployment compensation  or disability insurance laws; and 

(c) Hours of Service are not required  to be credited for a payment which solely reimburses an Employee for medical  or medically related expenses incurred by the Employee. 

(d) A payment shall be deemed to  be made by or due from the Employer or any other member of the Controlled Group  regardless of whether such payment is made by or due from the Employer or any  other member of the Controlled Group directly or indirectly through, among others,  a trust fund, or insurer, to which the Employer or other member of the Controlled  Group contributes or pays premiums and regardless of whether contributions made  or due to the trust fund, insurer, or other 

 

34

 

 entity are for the benefit of particular  Employees or are on behalf of a group of Employees in the aggregate. 

9.03 Department of Labor Rules

The provisions of Department of Labor  Regulations Sections 2530.200b-2(b) and (c) are incorporated herein by reference.  

9.04 Years of Eligibility Service

The following provisions shall apply  in determining the Years of Eligibility Service for the Employees specified  in such provisions: 

(a) In determining Years of Eligibility  Service, an Employee, other than an Employee described in the succeeding subsections  of this Section 9.04 or in Appendix B, shall receive credit for "Eligibility  Years of Service" credited to the Employee pursuant to the terms of the ALLTEL  Corporation Pension Plan (if any) in respect of any period not otherwise taken  into account under the Plan for purposes of determining Years of Eligibility  Service; provided, however, that there shall be no duplication of Years of Eligibility  Service under the Plan by reason of any restoration of, crediting of, or granting  of service in respect of any single period or otherwise. 

(b) An employee of CP National Corporation  or its subsidiaries prior to January 1, 1990, for a Computation Period that  includes January 1, 1990, shall receive credit, for a number of Hours of Service  with respect to any fractional part of a year of service credited to the Employee  as of the close of business on December 31, 1989 under the provisions of the  Retirement Plan for Employees of CP National Corporation (the "CPN Plan"), determined  by crediting the Employee with 190 Hours of Service for each 1/12th of a fractional  year of service. Notwithstanding any other provision of this Section 9.04, an  Employee described in the preceding sentence shall not be credited with less  Years of Eligibility Service for service in the Employee's initial Computation  Period than under the method for determining eligibility service under the CPN  Plan. 

(c) For an Employee who was an employee  of HWC Distribution Corp. or one of its subsidiaries ("HWC") immediately prior  to the date as of which HWC became a member of the Controlled Group, the Employee's  period or periods of employment with HWC prior to the date as of which HWC became  a member of the Controlled Group that would have been taken into account under  the Plan if such period or periods of employment were service with a member  of the Controlled Group, shall be counted as Years of Eligibility Service. Notwithstanding  any other provision of the Plan, there shall be no duplication of Years of Eligibility  

35

 

  Service under the Plan by reason of service (or hours of service) in respect  of any single period or otherwise. 

(d) In determining Years of Eligibility  Service for an Employee who was an "Employee," as defined in the Profit Sharing  Plan for Employees of Systematics Information Services, Inc. and Participating  Affiliates (the "Systematics Plan") prior to its merger into the Plan, of Systematics  Information Services, Inc. or its subsidiaries, prior to January 1, 1995, for  a Computation Period that includes January 1, 1995, the Employee shall receive  credit, for a number of Hours of Service with respect to any fractional part  of a year of service credited to the Employee as of the close of business on  December 31, 1994 under the provisions of the Systematics Plan determined by  crediting the Employee with 190 Hours of Service for each 1/12 of a fractional  year of service. Notwithstanding any other provision of this Section 9.04, an  Employee described in the preceding sentence shall not be credited with less  Years of Eligibility Service for service in the Employee's initial Computation  Period than under the method for determining eligibility service under the Systematics  Plan. 

Furthermore, each person who became  an "Employee" (as defined in the Systematics Plan prior to its merger into the  Plan) of Systematics Information Services, Inc. or its subsidiaries (or Systematics,  Inc. or its subsidiaries) pursuant to a Facilities Management Agreement prior  to January 1, 1995, became an Employee of Systematics Information Services,  Inc. or its subsidiaries pursuant to a Facilities Management Agreement on or  after January 1, 1995, but prior to February 15, 1995, or becomes an Employee  of ALLTEL Information Services, Inc. or its subsidiaries pursuant to a Facilities  Management Agreement on or after February 15, 1995, shall be credited with Years  of Eligibility Service for service with a prior employer to the extent, if any,  provided in the Facilities Management Agreement. 

(e) In determining Years of Eligibility  Service for an Employee described in Appendix B, the terms of Appendix B shall  apply. 

9.05 Years of Vesting Service

The following provisions shall apply  in determining the Years of Vesting Service for the Employees specified in such  provisions: 

(a) In determining Years of Vesting  Service, an Employee, other than an Employee described in the succeeding subsections  of this Section 9.05 or in Appendix C, shall receive credit for "Vesting Years  of Service" credited to the Employee pursuant to the terms of the ALLTEL Corporation  Pension Plan (if any) in respect of any period not otherwise taken into account  under the Plan for purposes of determining Years of 

36

 

 Vesting Service; provided,  however, that there shall be no duplication of Years of Vesting Service under  the Plan by reason of any restoration of, crediting of, or granting of service  in respect of any single period or otherwise. 

(b) The Years of Vesting Service  of an Employee who was an employee of CP National Corporation or its subsidiaries  ("CPN") prior to January 1, 1990 shall be determined in accordance with the  following: 

(1) Service Prior to January 1,    1990: The Employee's period or periods of employment with CPN prior to January    1, 1990, shall be counted as Years of Vesting Service to the extent of the    number of whole one-year periods of service that were similarly credited under    the provisions of the Retirement Plan for Employees of CP National Corporation    (the "CPN Plan"). 

(2) Service From and After January    1, 1990: The Employee shall accrue one Year of Vesting Service for each calendar    year in which he has 1,000 or more Hours of Service. For all purposes except    for determining eligibility for Early Retirement under Section 14.03, in determining    such Years of Vesting Service for the Computation Period which includes January    1, 1990, the Employee shall receive credit for a number of Hours of Service    with respect to any fractional part of a year of service credited to the Employee    as of December 31, 1989 under the provisions of the CPN Plan, determined by    crediting the Employee with 190 Hours of Service for each 1/12th of a fractional    year of service. Only for purposes of determining eligibility for Early Retirement    under Section 14.03, in determining such Years of Vesting Service for the    Computation Period in which the Employee has a Termination of Employment,    the Employee shall receive credit for a number of Hours of Service with respect    to any fractional part of a year of service credited to the Employee as of    December 31, 1989 under the provisions of the CPN Plan, determined by crediting    the employee with 190 Hours of Service for each 1/12 of a fractional year    of service. 

(3) Notwithstanding the provisions    of paragraph (2) of this subsection (b), the Employee shall not be credited    with less Years of Vesting Service for service from and after January 1, 1990    than under the method for determining vesting service under the CPN Plan.    

(4) There shall be no duplication    of Years of Vesting Service under the Plan by reason of any restoration of,    crediting of, or granting of service in respect of any single period or otherwise.    

 

37

 

 

(c) In determining Years of Vesting  Service for an Employee who was an employee of HWC Distribution Corp. or one  of its subsidiaries ("HWC") immediately prior to the date as of which HWC became  a member of the Controlled Group, the Employee's period or periods of employment  with HWC prior to the date as of which HWC became a member of the Controlled  Group that would have been taken into account under the Plan if such period  or periods of employment were service with a member of the Controlled Group,  shall be counted as Years of Vesting Service. Notwithstanding any other provision  of the Plan, there shall be no duplication of Years of Vesting Service under  the Plan by reason of any restoration of, crediting of, or granting of service  (or hours of service) in respect of any single period or otherwise. 

(d) The Years of Vesting Service  of an Employee who was an "Employee," as defined in the Profit Sharing Plan  for Employees of Systematics Information Services, Inc. and Participating Affiliates  (the "Systematics Plan") prior to its merger into the Plan, of Systematics Information  Services, Inc. or its subsidiaries ("Systematics"), prior to January 1, 1995,  shall be determined in accordance with the following: 

(1) Service Prior to January 1,    1995: The Employee's period or periods of employment with Systematics prior    to January 1, 1995, shall be counted as Years of Vesting Service to the extent    of the number of whole one-year periods of service that were similarly credited    under the provisions of the Systematics Plan. 

(2) Service From and After January    1, 1995: The Employee shall accrue one Year of Vesting Service for each calendar    year in which he has 1,000 or more Hours of Service. For all purposes except    for determining eligibility for Early Retirement under Section 14.03, in determining    such Years of Vesting Service for the Computation Period which includes January    1, 1990, the Employee shall receive credit for a number of Hours of Service    with respect to any fractional part of a year of service credited to the Employee    as of December 31, 1994 under the provisions of the Systematics Plan, determined    by crediting the Employee with 190 Hours of Service for each 1/12 of a fractional    year of service. Only for purposes of determining eligibility for Early Retirement    under Section 14.03, in determining such Years of Vesting Service for the    Computation Period in which the Employee has a Termination of Employment,    the Employee shall receive credit for a number of Hours of Service with respect    to any fractional part of a year of service credited to the Employee as of    December 31, 1994 under the provisions of the Systematics Plan, determined    by crediting the employee with 

38

 

190 Hours of Service for each 1/12 of a fractional    year of service.

(3) Notwithstanding the provisions    of paragraph (2) of this subsection (f), the Employee shall not be credited    with less Years of Vesting Service for service from and after January 1, 1995    than under the method for determining vesting service under the Systematics    Plan. 

(4) There shall be no duplication    of Years of Vesting Service under the Plan by reason of any restoration of,    crediting of, or granting of service in respect of any single period or otherwise.    

Furthermore, each person who became  an "Employee" (as defined in the Systematics Plan prior to its merger into the  Plan) of Systematics Information Services, Inc. or its subsidiaries (or Systematics,  Inc. or its subsidiaries) pursuant to a Facilities Management Agreement prior  to January 1, 1995, became an Employee of Systematics Information Services,  Inc. or its subsidiaries pursuant to a Facilities Management Agreement on or  after January 1, 1995, but prior to February 15, 1995, or becomes an Employee  of ALLTEL Information Services, Inc. or its subsidiaries pursuant to a Facilities  Management Agreement on or after February 15, 1995, shall be credited with Years  of Vesting Service for service with a prior employer to the extent, if any,  provided in the Facilities Management Agreement. 

(e) In determining Years of Vesting  Service for an Employee described in Appendix C, the terms of Appendix C shall  apply. 

9.06 Vesting Following Break in  Service

If a former Employee is reemployed  after a Break in Service and is subsequently credited with a Year of Vesting  Service, such Employee shall be credited, for purposes of vesting, with both  his pre-Break in Service Years of Vesting Service and his post-Break in Service  Years of Vesting Service. 

 

39

ARTICLE X   ELIGIBILITY AND PARTICIPATION 

10.01 Eligibility

(a) Each Eligible Employee shall  become a Participant on the day following his completion of one Year of Eligibility  Service, provided that he has not had a Termination of Employment and he remains  an Eligible Employee on such date. 

(b) Any ineligible Employee who becomes  an Eligible Employee shall become a Participant as follows: (i) if the Employee  has completed one Year of Eligibility Service, then he shall become a Participant  on the day he becomes an Eligible Employee; and (ii) if the Employee has not  completed one Year of Eligibility Service, then he shall become a Participant  on the day following his completion of one Year of Eligibility Service, provided  that he has not had a Termination of Employment. 

(c) An Eligible Employee who becomes  an ineligible Employee by means of a transfer of employment to a member of the  Controlled Group that is not an Employer and who would be an Eligible Employee  after such transfer of employment but for the fact that his employer is not  an Employer or an Employee who would have become an Eligible Employee during  a Plan Year but for such a transfer of employment shall, for the Plan Year in  which such transfer of employment occurs, be treated as an Eligible Employee  (provided he remains an Employee who would be an Eligible Employee but for the  fact that his employer is not an Employer or would otherwise be eligible for  an allocation of Employer Contributions and Forfeitures as a former Eligible  Employee by reason of his Normal Retirement, Early Retirement, or Termination  of Employment by reason of death or Total and Permanent Disability) for purposes  of sharing in Employer Contributions and Forfeitures (but based only on his  Compensation paid by an Employer or Employers for such Plan Year) and after  the Plan Year in which such transfer of employment occurs shall be ineligible  to share in further Employer Contributions and Forfeitures unless he again becomes  an Eligible Employee. 

10.02 Termination and Rehiring

A Participant who has a Termination  of Employment and who is subsequently rehired by the Employer or an Eligible  Employee who has a Termination of Employment after he has met the eligibility  requirements of Section 10.01 but before he has become a Participant and who  is subsequently rehired by the Employer shall be eligible to participate in  the Plan on his Reemployment Commencement Date. 

 

 

40

 

An Eligible Employee who has a Termination  of Employment before he has met the eligibility requirements of Section 10.01  and who is subsequently rehired as an Eligible Employee shall be eligible to  participate in the Plan on the day following his completion of one Year of Eligibility  Service. 

10.03 Duration of Participation

Once an Eligible Employee becomes  a Participant, he shall remain a Participant for so long as a portion of the  Trust is credited to his Separate Account whether or not he continues to be  an Eligible Employee; provided, however, that, notwithstanding any other provision  of the Plan, if a Participant ceases to be an Eligible Employee other than by  Normal Retirement, Early Retirement, Termination of Employment by reason of  death or Total and Permanent Disability, or a transfer of employment as provided  in subsection (c) of Section 10.01, no further Employer Contributions or Forfeitures  shall be allocated to his Separate Account. A Participant who is on an Authorized  Leave of Absence shall continue as a Participant but no Employer Contributions  or Forfeitures shall be made to his Separate Account for any Plan Year during  which he does not receive Compensation from an Employer. 

 

41

 

ARTICLE XI   INVESTMENT FUNDS, ACCOUNTING, AND SEPARATE ACCOUNTS 

11.01 Composition of Trust Fund

All amounts contributed to the Plan,  as increased or decreased by income, expenditure, appreciation and depreciation,  shall constitute a single fund known as the Trust Fund. The Trust Fund shall  be invested in an Investment Fund A and a Guaranteed Principal Investment Fund  in accordance with the following: 

(a) The assets of Investment Fund  A shall be invested in accordance with the provisions of the Trust Agreement,  except that notwithstanding the provisions of the Trust Agreement: 

(1) 20% of the annual Employer    Contribution to the Plan allocable to Investment Fund A shall be invested    in the ALLTEL Corporation Common Stock Fund (as described in the Trust Agreement    and the Trust Agreement for ALLTEL Corporation Master Trust) (the "ALLTEL    Stock Fund") if as of the end of the Plan Year immediately preceding the date    on which such Employer Contribution is made the value of the assets of Investment    Fund A invested in the ALLTEL Stock Fund did not exceed 35% of the total value    of the assets of Investment Fund A. 

(2) The investment of assets of    Investment Fund A in the ALLTEL Stock Fund existing as of April 22, 1999 shall    not be reduced by investment allocation(s) of assets of Investment Fund A    from the ALLTEL Stock Fund to any other investment fund(s) (and all dividends,    distributions, and proceeds with respect to assets invested in the ALLTEL    Stock Fund shall be allocated to the ALLTEL Stock Fund) or by the charging    of payments and disbursements from the Trust to the ALLTEL Stock Fund, except:    (A) to the extent that allocation of the investment of assets of Investment    Fund A from the ALLTEL Stock Fund to any other investment fund(s) or charging    of payments and disbursements from the Trust to the ALLTEL Stock Fund does    not reduce the amount of the assets of Investment Fund A invested in the ALLTEL    Stock Fund to less than approximately 35% of the total value of the assets    of Investment Fund A; (B) payment of the cost of acquisition, sale or exchange    (including brokerage costs) of any security or other property held in the    ALLTEL Stock Fund shall be charged to the ALLTEL Stock Fund; (C) administrative    expenses of the Plan and Trust shall be charged against the ALLTEL Stock Fund    to the extent 

42

 

directed by the Pension Investment Committee; and (D) to the    extent that the Pension Investment Committee determines that current payments    and disbursements from the Trust allocable to Investment Fund A will exceed    the amount of assets of Investment Fund A that are not invested in the ALLTEL    Stock Fund.

Notwithstanding the foregoing,    the investment of assets in Investment Fund A shall be subject to limitations    under ERISA and Section 401(a) of the Code and regulations issued thereunder.    

(b) The assets of the Guaranteed  Principal Investment Fund shall be invested in accordance with the Trust Agreement,  except that notwithstanding the provisions of the Trust Agreement the assets  of the Guaranteed Principal Fund shall be invested (directly or indirectly)  in certificates of deposits, time deposit accounts, money market funds, guaranteed  investment contracts or similar investments designed to protect the principal  invested therein. 

The interest of each Participant  or Beneficiary under the Plan in Investment Fund A or in the Guaranteed Principal  Investment Fund, as applicable, shall be an undivided interest. 

11.02 Election to Transfer to  Guaranteed Principal Investment Fund

Each retiring Participant, who has  attained age 55 may, as of the date of his retirement, make an irrevocable one-time  election to direct the Plan Administrator to transfer 100% of his Separate Account  balance to the Guaranteed Principal Investment Fund. Furthermore, each Participant  who has attained age 55 may make an irrevocable one-time election to direct  the Plan Administrator to transfer 100% of his then current Separate Account  balance to the Guaranteed Principal Investment Fund. Such election shall also  apply to all future Employer Contributions and Forfeitures allocated to a Participant's  Separate Account, if any. This right shall be exercised only as provided in  the Plan on a form provided by the Plan Administrator. The Plan Administrator  may establish such rules and procedures regarding the exercise of this investment  power as it deems appropriate. 

11.03 Allocation of Earnings or  Losses to Separate Accounts

As of each current Valuation Date  and prior to the allocation of Employer Contributions attributable to the period  beginning with the day following the preceding Valuation Date and ending with  such current Valuation Date, there shall be allocated to each Participant's  Separate Account, by credit to or deduction therefrom, as the case may be, a  portion of the increase or decrease in the value of the fund or funds within  the Trust Fund in which the  

43

 

 Participant's Separate Account is invested since  the preceding Valuation Date attributable to interest, dividends, changes in  market value, expenses, and gains and losses realized from the sale of assets.  In determining the value of the fund or funds within the Trust Fund, the Trustee  shall value the assets at their fair market value as of the Valuation Date.  Allocations with respect to each fund within the Trust Fund shall be made in  the proportion that each such Participant's Separate Account or percentage thereof  as of the preceding Valuation Date, reduced by any distributions from a Participant's  Separate Account attributable to such fund since such date, bears to the total  of all such Separate Accounts or percentages thereof which are invested in the  particular fund as of the preceding Valuation Date, reduced by any distributions  from all Participants' Separate Accounts attributable to such fund since such  date. For purposes of this Section 11.03, all assets of the Trust Fund, other  than those assets held within the Guaranteed Principal Investment Fund, shall  constitute a single investment fund. 

11.04 Separate Accounts

A Separate Account shall be established  in the name of each Participant reflecting his interest in the Trust Fund. Each  Separate Account shall be maintained and administered for each Participant and  Beneficiary in accordance with the provisions of the Plan. The balance of each  Separate Account shall be the balance of the account after all credits and charges  thereto, for and as of such date, have been made as provided herein. 

11.05 Sub-Accounts

A Participant's Separate Account  shall be divided into such Sub-Accounts as are necessary or appropriate to reflect  a Participant's interest in the Trust Fund. 

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ARTICLE XII   VOLUNTARY CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS 

12.01 No Voluntary Contributions

Participants shall not be permitted  to make any voluntary contributions to the Plan. 

12.02 No Rollover Contributions

Participants shall not be permitted  to make any rollover contributions to the Plan. 

 

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ARTICLE XIII   EMPLOYER CONTRIBUTIONS AND ALLOCATIONS 

13.01 Employer Contributions

For each Plan Year, the Company shall  make an annual Employer Contribution under the Plan in an amount that the Board  of Directors shall determine by resolution, which resolution shall be adopted  by the Board of Directors for that Plan Year not later than the time prescribed  by law for filing the Employer's Federal income tax return for its applicable  taxable year, including extensions thereof. Such resolution shall designate  the Regions for that Plan Year and shall specify the amount of the Employer  Contribution separately for each Region for that Plan Year as a percentage of  the Compensation for that Plan Year of each Participant in that Region who is  entitled to receive an allocation of the Employer Contribution for that Plan  Year as determined under Section 13.04. In any event, the annual Employer Contribution  so determined shall be an amount not less than 1% of the Compensation for the  Plan Year of each Participant who is entitled to receive an allocation of the  Employer Contribution for that Plan Year as determined under Section 13.04.  

13.02 Timing of Employer Contributions

The Employer Contribution to be made  for a Plan Year shall be paid to the Trust from time to time as deemed advisable  by the Employer but in no event later than the time prescribed by law for filing  the Employer's Federal income tax return for its applicable taxable year, including  extensions thereof. In no event shall the total amount of Employer Contribution  exceed the maximum amount deductible under the provisions of the Code and applicable  Treasury Regulations thereunder. 

13.03 Allocation of Forfeitures

As of the end of each Plan Year,  after the allocation of earnings or losses pursuant to Section 11.03, the Forfeitures  (as determined pursuant to Section 16.03 and to the extent not required for  restoration purposes under Section 16.04 or to provide allocations for Eligible  Employees for whom an allocation was erroneously omitted) for that Plan Year  shall be allocated to the Separate Accounts of all Participants (i) who are  actively employed by an Employer on the last day of that Plan Year and who had  a Year of Participation during that Plan Year, or (ii) whose Normal Retirement  or Early Retirement occurred during that Plan Year or who had a Termination  of Employment during that Plan Year by reason of death or Total and Permanent  Disability (regardless of the number of Hours of Service such Participant worked  during the Plan Year). A Participant who is on an Authorized Leave of Absence,  or a transferred Employee who pursuant to  

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 subsection (c) of Section 10.01 is  treated as an Eligible Employee, shall be deemed to be actively employed by  an Employer on the last day of that Plan Year for purposes of this Section 13.03.  Such allocation to a Participant's Separate Account shall be based on the ratio  that each such Participant's Compensation for that Plan Year bears to the total  Compensation for that Plan Year of all such Participants. 

13.04 Eligibility For and Allocation  of Employer Contributions

As of the end of each Plan Year,  after the allocation of earnings or losses pursuant to Section 11.03, and after  the allocation of Forfeitures pursuant to Section 13.03, the Employer Contribution  allocable to each eligible Participant shall be allocated to the Separate Account  of such Participant. A Participant shall receive an allocation of Employer Contribution  for that Plan Year if (i) the Participant was actively employed by an Employer  on the last day of that Plan Year and had a Year of Participation during that  Plan Year, or (ii) if the Participant's Normal Retirement or Early Retirement  occurred during that Plan Year or if the Participant's Termination of Employment  occurred during the Plan Year by reason of his death or Total and Permanent  Disability (regardless of the number of Hours of Service such Participant worked  during the Plan Year). A Participant who is on an Authorized Leave of Absence,  or a transferred Employee who, pursuant to subsection (c) of Section 10.01 is  treated as an Eligible Employee, shall be deemed to be actively employed by  an Employer on the last day of the Plan Year for purposes of this Section 13.04.  The allocation of such Employer Contribution to a Participant's Separate Account  shall be an amount equal to such Participant's Compensation for that Plan Year  multiplied by the percentage specified in the Board of Directors resolution  for that Plan Year (as provided in Section 13.01) for the Region in which such  Participant is employed for that Plan Year. For purposes of the immediately  preceding sentence, a Participant shall be considered to be in the Region from  which he received his last payment of Compensation during the Plan Year. 

13.05 Employer Contributions for  Certain Employees

In determining Employer Contributions  for an Employee described in Appendix D, the terms of Appendix D shall apply.  

 

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ARTICLE XIV   BENEFITS AND DISTRIBUTIONS 

14.01 Vested Termination of Employment

A Participant who has a vested interest  in his Separate Account determined pursuant to Section 16.02 and who has a Termination  of Employment shall be entitled to receive distribution of his Separate Account  or of the vested portion thereof only if applicable as soon as reasonably practicable  following his Termination of Employment or the date his application for distribution  is filed with the Plan Administrator, if later, in accordance with the provisions  of Article XV. 

14.02 Death

In the event of the death of a Participant  who has a vested interest in his Separate Account determined pursuant to Section  16.02 prior to distribution of his entire vested interest under the Plan, the  Participant's Beneficiary shall be entitled to receive a distribution of Participant's  Separate Account or of the vested portion thereof only if applicable (or of  the remainder if distribution to the Participant has commenced in a periodic  payment form) as soon as reasonably practicable following the Participant's  death or the date his Beneficiary's application for distribution is filed with  the Plan Administrator, if later, in accordance with the provisions of Article  XV. 

14.03 Administrative Powers Relating  to Payments

If a Participant or Beneficiary is  under a legal disability or, by reason of illness or mental or physical disability,  is in the opinion of the Plan Administrator unable properly to attend to his  personal financial matters, the Trustee may make such payments in such of the  following ways as the Plan Administrator shall direct: 

(a) directly to such Participant  or Beneficiary; 

(b) to the legal representative of  such Participant or Beneficiary; or 

(c) to some relative by blood or  marriage, or friend, for the benefit of such Participant or Beneficiary. 

Any payment made pursuant to this  Section14.03 shall be in complete discharge of the obligation under the Plan.  

14.04 Reemployment

If a vested Participant is reemployed  by an Employer or a member of the Controlled Group: The portion of his Separate  Account that is attributable to 

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 contributions made with respect to his period  of reemployment, including any earnings thereon, shall not be distributable  in accordance with the terms of the Plan until his subsequent Termination of  Employment, and the portion of his Separate Account that is attributable to  contributions made with respect to his prior employment, including any earnings  thereon, shall remain distributable pursuant to the terms of the Plan because  of his prior Termination of Employment. Notwithstanding the foregoing, a Participant  shall have no right to continue distribution or to receive distribution upon  reemployment of any amounts attributable to a Prior Plan, unless expressly provided  for under such Prior Plan. 

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ARTICLE XV   FORMS OF PAYMENT 

15.01 Method of Distribution to Participants  

(a) After the date a Participant's  application for distribution is filed with the Plan Administrator, and after  all adjustments to his Separate Account required as of the distribution date  shall have been made, distribution of the Participant's Separate Account shall  be made or commence as soon after such date as is administratively practicable,  to the Participant. 

(b) A Participant whose Normal Retirement  or Early Retirement occurred or a Participant whose Termination of Employment  occurred by reason of Total and Permanent Disability may elect one of the following  methods of distribution: (1) a single sum payment of the entire balance of his  Separate Account; or (2) monthly installments over a period of five, ten, or  fifteen years, as elected by the Participant, but not exceeding the life expectancy  of the Participant determined at the time installment payments commence, with  the amount of any such installment payment redetermined annually by multiplying  the value of the amount of the Separate 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. If such Participant does not make a timely  election to receive distribution under the immediately preceding sentence, the  Participant shall receive distribution of his Separate Account in the form of  minimum required distributions (and commencing at the time) as provided in Section  15.03 ("Minimum Required Distributions"). A Participant who is receiving installment  payments or Minimum Required Distributions may elect a single sum payment of  the entire remaining balance of his Separate Account (in lieu of any further  payments).

 (c) A Participant who is not eligible  to elect a method of distribution under paragraph (b) of this Section 15.01  may elect a single sum payment of the entire balance of his Separate Account.  If such Participant does not make a timely election to receive distribution  under the immediately preceding sentence, the Participant shall receive distribution  of his Separate Account in the form of minimum required distributions (and commencing  at the time) as provided in Section 15.03 ("Minimum Required Distributions").  A Participant who is receiving Minimum Required Distributions may elect a single  sum payment of the entire remaining balance of his Separate Account (in lieu  of any further payments). 

(d) Notwithstanding the paragraphs  (b) and (c) of this Section 15.01, a Participant with respect to whom there  may be an additional allocation 

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 under Section 13.03 and/or Section 13.04 following  the Participant's Normal Retirement, Early Retirement, or Termination of Employment  by reason of death or Total and Permanent Disability and whose account balance  exceeds $5,000 (or such other amount as is established by the Secretary of the  Treasury pursuant to Section 411(a)(7)(B)(i) of the Code) on the date of his  Termination of Employment, shall be entitled to elect to defer any distribution  until the Employer Contribution for the Plan Year that includes the date of  such Termination of Employment is made, or to elect a distribution of the Participant's  vested interest in his Separate Account prior to the additional allocation and  a subsequent distribution of his vested interest in any additional allocation  in a single payment. 

15.02 Method of Distribution to  Beneficiaries

(a)

 (1) If a Participant dies after    the date distribution of his vested interest in his Separate Account has commenced    in the form of installment payments as provided in paragraph (b) of Section    15.01, his Beneficiary shall receive distribution of the remainder of the    installment payments beginning as soon as reasonably practicable following    the Participant's date of death, except that a Participant's Beneficiary may    elect to receive a single sum payment of the entire remaining balance of Participant's    Separate Account (in lieu of any further payments).

 (2) If a Participant dies after    the date distribution of his vested interest in his Separate Account has commenced    in the form of Minimum Required Distributions as provided in paragraph (c)    of Section 15.01, his Beneficiary shall receive distribution of the remainder    of the Minimum Required Distributions beginning as soon as reasonably practicable    following the Participant's date of death, except that a Participant's Beneficiary    may elect to receive a single sum payment of the entire remaining balance    of Participant's Separate Account (in lieu of any further payments). 

(b) If a Participant dies prior to  the date distribution of his vested interest in his Separate Account has been  made or commenced, his Beneficiary shall receive distribution of the Participant's  vested interest in his Separate Account, beginning as soon as reasonably practicable  following the date the Beneficiary's application for distribution is filed with  the Plan Administrator, in one of the following methods of distribution, as  elected by the Beneficiary: (1) a single sum payment of the entire balance of  the Participant's Separate Account; or (2) monthly installments over a period  of five, ten, or fifteen years, but not exceeding the life expectancy of the  Beneficiary determined at the time installment payments commence, with the amount  of any such installment payment redetermined annually by multiplying the value  of the amount of the 

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 Separate 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. If such Beneficiary does not make a timely election to  receive distribution under the immediately preceding sentence, the Beneficiary  shall receive distribution of his Separate Account in the form of minimum required  distributions (and commencing at the time) as provided in Section 15.03 ("Minimum  Required Distributions"). Distribution shall be made or commence no later than  the end of the fifth calendar year beginning after the Participant's death,  except that (A) if distribution is to be made to the Participant's surviving  Spouse, distribution to the surviving Spouse must be made or commenced no later  than the end of the first calendar year beginning after the Participant's death  or the end of the calendar year in which the Participant would have attained  age 70 1/2, whichever is later, or (B) if distribution is to be made to a Beneficiary  who is not the Participant's surviving Spouse in periodic payments, distribution  to such Beneficiary must commence no later than the end of the first calendar  year beginning after the Participant's death. A Beneficiary who is receiving  installment payments or Minimum Required Distributions may elect a single sum  payment of the entire remaining balance of his Separate Account (in lieu of  any further payments). 

(c) If distribution is to be made  to a Participant's surviving Spouse, it shall be made available within a reasonable  period of time after the Participant's death that is no less favorable than  the period of time applicable to other distributions. 

15.03 Provisions Pursuant to Sections  401(a)(9), 401(a)(14), and 411(a)(11) of the Code

Notwithstanding anything to the contrary  contained in the Plan, unless a Participant elects a later date (subject to  the provisions of this Section), distribution of a Participant's Separate Account  shall be made or commenced to the Participant not later than 60 days after the  latest of the close of the Plan Year in which: occurs the date on which the  Participant attains age 65; occurs the tenth anniversary of the year in which  the Participant commenced participation in the Plan; or the Participant's employment  terminates with the Employer and all other members of the Controlled Group.  

Notwithstanding any other provision  of the Plan to the contrary, the following provisions shall apply to the distribution  of a Participant's vested Separate Account: 

(a) If a Participant's vested interest  in his Separate Account at the time benefits are to commence exceeds $5,000  (or such other amount as is established by the Secretary of the Treasury pursuant  to Section 411(a)(7)(B)(i) of the Code), if the Participant has not attained 

52

 

 his Normal Retirement Age, distribution shall not be made without the Participant's  written consent. 

(b) Distribution of a Participant's  vested Separate Account shall be made or commenced to the Participant beginning  not later than April 1 of the calendar year following the later of (A) the calendar  year in which the Participant attains age 70-1/2 or (B) the calendar year in  which such Participant separated from employment with the Controlled Group.  However, in the case of a Participant who is a "5 percent owner" (as defined  in section 416 of the Code) with respect to the Plan Year ending in the calendar  year in which the Participant attains age 70-1/2, distribution of the Participant's  vested Separate Account shall be made or commenced in accordance with section  401(a)(9) of the Code and the regulations thereunder beginning not later than  April 1 of the calendar year in which the Participant attains age 70-1/2. 

(c) 

(1) If the Participant dies after    distribution of his Separate Account has begun, the remaining portion of such    Separate Account shall continue to be distributed at least as rapidly as under    the method of distribution being used prior to the Participant's death. 

(2) If the Participant dies before    distribution of his Separate Account begins, distribution of the Participant's    entire interest shall be completed by December 31 of the calendar year containing    the fifth anniversary of the Participant's death except to the extent that    an election is made to receive distribution in accordance with (A) or (B)    below: 

(A) If any portion of the Participant's      interest is payable to a "Designed Beneficiary" (as hereinafter defined),      distributions may be made over the life or over a period certain not greater      than the life expectancy of the Designated Beneficiary commencing on or      before December 31 of the calendar year immediately following the calendar      year in which the Participant died; 

(B) If the Designated Beneficiary      is the Participant's surviving Spouse, the date distributions are required      to begin in accordance with (A) above shall not be earlier than the later      of (1) December 31 of the calendar year immediately following the calendar      year in which the Participant died, or (2) December 31 of the calendar year      in which the Participant would have attained age 70-1/2. 

The Participant's Designated Beneficiary    must elect the method of distribution no later than the earlier of (1) December    31 of the calendar year in which distributions would be required to begin,    or 

53

 

 (2) December 31 of the calendar year in which contains the fifth anniversary    of the date of death of the Participant. If the Participant has no Designated    Beneficiary, or if the Designated Beneficiary does not elect a method of distribution,    distribution of the Participant's entire interest must be completed by December    31 of the calendar year containing the fifth anniversary of the Participant's    death. A deceased Participant's "Designated Beneficiary" (and whether a deceased    Participant has a "Designated Beneficiary") shall be determined in accordance    with section 401(a)(9) of the Code and regulations issued thereunder.

(3) If the surviving Spouse dies    after the Participant, but before payments to such Spouse begin, the provisions    of paragraph (c)(2), with the exception of clause (B) therein, shall be applied    as if the surviving Spouse were the Participant. 

(d) Notwithstanding any other provision  of the Plan to the contrary, distribution from the Plan shall be made in accordance  with section 401(a)(9) of the Code and regulations issued thereunder, including  the minimum distribution incidental benefit requirements. 

(e) The Plan will apply the minimum  distribution requirements of section 401(a)(9) of the Code in accordance with  the regulations under section 401(a)(9) that were proposed on January 17, 2001,  notwithstanding any provision of the Plan to the contrary. This Section 15.09(d)  shall continue in effect until the end of the last calendar year beginning before  the effective date of final regulations under section 401(a)(9) of the Code  or such other date as may be specified in guidance published by the Internal  Revenue Service. 

15.04 Small Benefit Cash-Out

Notwithstanding the other provisions  of this Article XV, the vested Separate Account of a Participant shall be distributed  in a single sum payment as soon as practicable following his Termination of  Employment, if the value of his vested Separate Account as of the Valuation  Date coinciding with or immediately preceding his Termination of Employment  is $5,000 (or such other amount as is established by the Secretary of the Treasury  pursuant to Section 411(a)(7)(B)(i) of the Code) or less; provided, however,  that no such payment shall be made after benefits have commenced in an extended  payment form. 

Notwithstanding the immediately preceding  paragraph, a distributee the value of whose Separate Account does not exceed  $5,000 (or such other amount as is established by the Secretary of the Treasury  pursuant to Section 411(a)(7)(B)(i) of the Code) as of the date on which he  would otherwise receive distribution of such Separate Account and with respect  to 

 

54

 

 whom there may be an additional allocation under Section 13.03 and/or Section  13.04 following the Participant's Normal Retirement, Early Retirement, or Termination  of Employment by reason of death or Total and Permanent Disability shall be  entitled to elect, in accordance with the procedures established by the Plan  Administrator, to defer such payment until the Employer Contribution for the  Plan Year that includes the date of such Termination of Employment is made,  in which case the determination of the value of his Separate Account for purposes  of the timing, amount, and form of distribution hereunder shall be made as of  the Valuation Date as of which the Employer Contribution for the Plan Year that  includes the date of such Termination of Employment is allocated if distribution  is made (or commenced to the distributee prior to the next Valuation Date, and,  otherwise, as of the Valuation Date coinciding with or immediately preceding  the date as of which distribution is made or commenced. 

15.05 Notice Regarding Distributions

Within the 60 day period ending 30  days prior to the date distribution of a Participant's Separate Account is to  be made or commenced, the Plan Administrator shall provide him with a written  explanation of the forms of payment available under the Plan, his right to make  a direct rollover and, except as otherwise provided in Section 15.02, the Participant's  right to defer distribution of his Separate Account until a date not later than  the date required pursuant to Section 15.03. Notwithstanding the foregoing,  distribution may be made or commenced less than 30 days after the notice required  by this Section 15.05 is given to the Participant, provided that: 

(a) the Plan Administrator clearly  informs the Participant that he has a right to a period of at least 30 days  after receiving the notice to consider the decision of whether or not to elect  a distribution and, if applicable, a particular distribution option, and 

(b) the Participant, after receiving  the notice, affirmatively elects a distribution. 

15.06 Direct Rollover Requirements

Notwithstanding any provision of  the Plan to the contrary that would otherwise limit a distributee's election  under this Section, a distributee may elect, at the time and in the manner prescribed  by the Plan Administrator, to have any portion of an eligible rollover distribution  paid directly to an eligible retirement plan specified by the distributee in  a direct rollover. For purposes of this Section, the following definitions shall  apply: 

(a) Eligible rollover distribution:  An eligible rollover distribution is any distribution of all or any portion  of the balance to the credit of the distributee, except that an eligible rollover  distribution does not include: 

 

55

 any distribution that is one of a series of substantially  equal periodic payments (not less frequently than annually) made for the life  (or life expectancy) of the distributee or the joint lives (or joint life expectancies)  of the distributee and the distributee's designated beneficiary, or for a specified  period of ten years or more; any distribution to the extent such distribution  is required under Section 401(a)(9) of the Code; and the portion of any distribution  that is not includible in gross income (determined without regard to the exclusion  for net unrealized appreciation with respect to employer securities). 

(b) Eligible retirement plan: An  eligible retirement plan is an individual retirement account described in Section  408(a) of the Code, an individual retirement annuity described in Section 408(b)  of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified  trust described in Section 401(a) of the Code, that accepts the distributee's  eligible rollover distribution. However, in the case of an eligible rollover  distribution to the surviving spouse, an eligible retirement plan is an individual  retirement account or individual retirement annuity. 

(c) Distributee: A distributee includes  an Employee or former Employee. In addition, the Employee's or former Employee's  surviving spouse and the Employee's or former Employee's spouse or former spouse  who is the alternate payee under a qualified domestic relations order, as defined  in Section 414(p) of the Code, are distributees with regard to the interest  of the spouse or former spouse. 

(d) Direct rollover: A direct rollover  is a payment by the Plan to the eligible retirement plan specified by the distributee.  

(e) EGTRRA Provisions regarding Direct  Rollovers of Plan Distributions: 

(1) Effective Date: This clause    (e) shall apply to distributions made after December 31, 2001. 

(2) Modification of definition    of eligible retirement plan. For purposes of the direct rollover provisions    in this Section, an eligible retirement plan shall also mean an annuity contract    described in Section 403(b) of the Code and an eligible plan under Section    457(b) of the Code which is maintained by a state, political subdivision of    a state, or any agency or instrumentality of a state or political subdivision    of a state and which agrees to separately account for amounts transferred    into such plan from this plan. The definition of eligible retirement plan    shall also apply in the case of a distribution to a surviving spouse, or to    a spouse or former spouse who is the alternate payee under a qualified domestic    relation order, as defined in Section 414(p) of the Code. 

 

56

 

 

(3) Modification of definition    of eligible rollover distribution to exclude hardship distributions. For purposes    of the direct rollover provisions in this Section, any amount that is distributed    on account of hardship shall not be an eligible rollover distribution and    the distributee may not elect to have any portion of such a distribution paid    directly to an eligible retirement plan. 

Modification of definition of eligible  rollover distribution to include after-tax employee contributions. For purposes  of the direct rollover provisions in this Section 15.06, a portion of a distribution  shall not fail to be an eligible rollover distribution merely because the portion  consists of after-tax employee contributions which are not includible in gross  income. However, such portion may be transferred only to an individual retirement  account or annuity described in Section 408(a) or (b) of the Code, or to a qualified  defined contribution plan described in Section 401(a) or 403(a) of the Code  that agrees to separately account for amounts so transferred, including separately  accounting for the portion of such distribution which is includible in gross  income and the portion of such distribution which is not so includible. 

15.07 Valuation and Timing of  Distribution

The value of a Participant's Separate  Account for purposes of distribution (and the amount of any distribution) shall  be based on the value of the vested balance of the Participant's Separate Account  as of the Valuation Date determined (on a uniform basis) by the Plan Administrator.  Distribution shall be made as promptly as practicable after the Valuation Date  applicable to such distribution. 

15.08 Form of Election

All elections under this Article  XV shall be in writing on the form prescribed by the Plan Administrator from  time to time and must be filed on a timely basis. 

15.09 Prior Plans

Effective as provided in Section  23.02, notwithstanding any provision of Article XX, the method(s) of distribution  provided in this Article XV (including, timing of distribution) shall be the  only method(s) available under the Plan, except to the extent the provisions  of Article XX would provide a later date for distribution to be made; provided,  however that Section 15.04 shall nonetheless apply. 

 

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ARTICLE XVI   VESTING AND FORFEITURES 

16.01 Full Vesting

A Participant shall have a fully  vested and nonforfeitable interest in his Separate Account on the first to occur  of the following: 

(a) his Normal Retirement; 

(b) his Termination of Employment  by reason of his Total and Permanent Disability; 

(c) his Termination of Employment  by reason of his death; 

(d) his completion of the required  Years of Vesting Service, pursuant to Section 16.02; or 

(e) termination of the Plan pursuant  to Section 5.01. 

16.02 Vesting Schedule

(a) A Participant other than a Participant  to whom subsection (b) of this Section 16.02 applies shall vest in the value  of his Separate Account in accordance with the following schedule:
Vesting        Years of ServiceVested        Percentageless than        50%5 or more100%
(b) A Participant who was an Employee  of Systematics Information Services, Inc. or its subsidiaries and whose Employment  Commencement Date occurred prior to January 1, 1995, shall vest in the value  of his Separate Account in accordance with the following schedule: 
Vesting        Years of ServiceVested        Percentageless than        30%3 but not        425%4 but not        550%5 or more100%
 

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16.03 Forfeitures

If a Participant who has a Termination  of Employment is not 100% vested in his Separate Account, the non-vested portion  of his Separate Account shall be forfeited as follows:

 (a) If the Participant has no vested  interest in his Separate Account, the non-vested balance of the Participant's  Separate Account shall be a Forfeiture at the end of the Plan Year in which  his Termination of Employment occurs; provided that he has not returned to employment  prior to such date. 

(b) If the value of a Participant's  vested interest in his Separate Account as of the date of distribution does  not exceed $5,000 (or such other amount as is established by the Secretary of  the Treasury pursuant to Section 411(a)(7)(B)(i) of the Code) resulting in his  receipt of a single sum payment pursuant to Section 15.04, the non-vested portion  of the Participant's Separate Account shall be a Forfeiture at the end of the  Plan Year in which the single sum payment occurs; provided that he has not returned  to employment prior to such date; and provided, further, that such distribution  occurs prior to the end of the second Plan Year beginning on or after the Participant's  Termination of Employment. 

(c) If the value of a Participant's  vested interest in his Separate Account as of the date of distribution exceeds  $5,000 (or such other amount as is established by the Secretary of the Treasury  pursuant to Section 411(a)(7)(B)(i) of the Code) and the Participant is eligible  for and consents in writing to a single sum payment of his vested interest in  his Separate Account, the non-vested portion of the Participant's Separate Account  shall be a Forfeiture at the end of the Plan Year in which the single sum payment  occurs; provided that he has not returned to employment prior to such date;  and provided, further, that such distribution occurs prior to the end of the  second Plan Year beginning on or after the Participant's Termination of Employment.  

(d) If paragraphs (a), (b), and (c)  of this Section 16.03 are not applicable, the non-vested portion of the Participant's  Separate Account shall be a Forfeiture at the end of the Plan Year in which  the Participant incurs five consecutive one-year Breaks in Service; provided  that he has not returned to employment prior to such date. 

Forfeitures shall be used for restoration  purposes under Section 16.04 and to provide allocations under Section 13.03  and 13.04 for Eligible Employees for whom an allocation was erroneously omitted,  if any. To the extent that forfeitures are not used for the preceding purposes,  they shall be reallocated pursuant to Section 13.03. 

 

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16.04 Restoration of Certain Forfeitures  on Reemployment

If a Participant who had a Termination  of Employment returns to employment prior to incurring five consecutive one-year  Breaks in Service, the amount previously forfeited by him (his Forfeiture) shall  be restored to his Separate Account as of the last day of the Plan Year in which  he returns to employment with an Employer, provided he has not had a Termination  of Employment prior to such date. The funds for such restoration shall come  first from Forfeitures allocated at the end of such Plan Year, to the extent  available and, if necessary, thereafter from additional contributions to the  Plan by the Employer. 

16.05 Vesting Following Certain  Distributions

If a Participant receives a distribution  of amounts attributable to Employer Contributions from his Separate Account  at a time when he is less than 100% vested in his Separate Account and under  the terms of the Plan the Participant could increase his vested interest in  such amounts after the distribution, the balance of his Separate Account attributable  to Employer Contributions with respect to which his vested interest can increase  shall be computed as follows: 

(a) A separate account shall be established  for the portion of the Participant's Separate Account attributable to Employer  Contributions at the time of the distribution (or account balances shall be  maintained under a method having the same effect), and 

(b) At any relevant time, the Participant's  vested interest in such separate account is not less than an amount ("X") determined  by the following formula: 

X = P(AB + (R x D)) - (R x D) 

For purposes of applying the formula:  

P = The Participant's vested interest    in such separate account at the relevant time; 

AB = The balance of such separate    account at the relevant time; 

R = The ratio of (i) the balance    of such separate account at the relevant time to (ii) the balance of such    separate account after the distribution; and 

D = The amount of the distribution.    

 

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The relevant time is the time at  which, under the Plan, the Participant's vested interest in such separate account  cannot increase. 

16.06 Election of Former Vesting  Schedule

If the Company adopts an amendment  to the Plan that directly or indirectly affects the computation of a Participant's  vested interest in his Separate Account, any Participant with three or more  Years of Vesting Service shall have a right to have his vested interest in his  Separate Account continue to be determined under the vesting provisions in effect  prior to the amendment rather than under the new vesting provisions, unless  the vested interest of the Participant in his Separate Account under the Plan  as amended is not at any time less than such vested interest determined without  regard to the amendment. A Participant shall exercise his right under this Section  16.06 by giving written notice of his exercise thereof to the Administrator  within 60 days after the latest of (i) the date he receives notice of the amendment  from the Plan Administrator, (ii) the effective date of the amendment, or (iii)  the date the amendment is adopted. Notwithstanding the foregoing, a Participant's  vested interest in his Separate Account on the effective date of such an amendment  shall not be less than his vested interest in his Separate Account immediately  prior to the effective date of the amendment. 

 

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ARTICLE XVII   BENEFICIARIES 

17.01 Designation of Beneficiary  

Subject to the provisions of Section  17.02, each Participant shall have the right to designate, by filing a written  designation with the Plan Administrator on such form as the Plan Administrator  may prescribe, a person or persons or entity to receive any benefit which may  become payable upon the death of such Participant or any installment payments  remaining unpaid at the death of the Participant. A married Participant's Beneficiary  shall be his Spouse, unless the Spouse has consented in the manner provided  in Section 17.02 to the Participant's designation of a Beneficiary other than  his Spouse. A non-Spouse Beneficiary designation made by a Participant and consented  to by his Spouse may be revoked by the Participant in writing at any time, without  the consent of his Spouse. Any new Beneficiary designation must again comply  with the requirements of Section 17.02. 

17.02 Spousal Consent Requirements

Any written spousal consent given  pursuant to this Article XVII shall acknowledge the effect of the action taken,  shall specifically acknowledge any non-Spouse Beneficiary designated by the  Participant, and shall be witnessed by a Plan representative or a notary public.  Such spousal consent shall be valid only with respect to the Spouse who signs  the consent. Notwithstanding any other provision of the Plan to the contrary,  written spousal consent shall not be required if the Participant establishes  to the satisfaction of the Plan Administrator that such consent cannot be obtained  because the Spouse cannot be located or because of other circumstances set forth  in Section 401(a)(11) of the Code and regulations issued thereunder. 

17.03 No Beneficiary

If no Beneficiary has been designated  pursuant to Section 17.01, if a designation is for any reason illegal or ineffective,  or if no Beneficiary survives the Participant and he has no surviving Spouse,  then the Beneficiary under the Plan shall be the Participant's estate. If a  Beneficiary dies after becoming entitled to receive a distribution under the  Plan but before distribution is made to him in full, and if no other Beneficiary  has been designated to receive the balance of the distribution in that event,  the estate of the deceased Beneficiary shall be the Beneficiary as to the balance  of the distribution. 

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17.04 Reliance

In determining a Participant's Beneficiary,  the Plan Administrator may act and rely upon any information it deems reliable  upon reasonable inquiry, and upon any affidavit, certificate, or other paper  believed by it to be genuine, and upon any evidence believed by it to be sufficient.  

 

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ARTICLE XVIII   LOANS 

18.01 No Loans

A Participant shall not be permitted  to obtain any loans from the Plan. 

 

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ARTICLE XIX   IN-SERVICE WITHDRAWALS 

19.01 No In-Service Withdrawals

A Participant shall not be permitted  to withdraw any portion of his interest in the Plan. 

 

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ARTICLE XX   MERGER OF CERTAIN PLANS INTO THE PLAN 

20.01 In General

This Article XX contains special  provisions regarding Prior Plans that have been merged into the Plan from time  to time. Except as provided in Section 15.09 and as may be expressly provided  elsewhere in this Article XX, the forms of payment or other rights that may  not be eliminated under Section 411(d)(6) of the Code available under a Prior  Plan shall be available under the Plan with respect to, and solely with respect  to, a Participant's interest under a Prior Plan and not to the Participant's  interest under the Plan determined without regard to this Article XX. A Participant  may, however, elect to receive his entire interest under the Plan in a form  of payment provided under Article XV. 

20.02 Merger of Allied Telephone  Company Profit Sharing Plan

(a) Effective as of the beginning  of business on January 1, 1995, the Allied Telephone Company Profit Sharing  Plan (the "Allied Plan") shall be merged into and made a part of the Plan, and  the trust fund maintained in connection with the Allied Plan shall be added  to the assets of the Trust Fund to be disposed of under the terms, conditions,  and provisions of the Plan and the Trust. On and after January 1, 1995, except  as otherwise expressly provided in this Article XX, the general provisions of  the Plan shall govern with respect to the interests under the Allied Plan of  all persons, to the extent not inconsistent with any provision of the Allied  Plan that may not be eliminated under Section 411(d)(6) of the Code. 

(b) As of January 1, 1995, Separate  Accounts shall be established in accordance with the provisions of Section 11.04  (to the extent not previously established) in the name of each person who as  of the close of business on December 31, 1994 was a participant or beneficiary  with an interest under the Allied Plan. In addition to any credits or debits  to the Separate Account of the persons described in the immediately preceding  sentence on or after January 1, 1995 (or with respect to periods prior to January  1, 1995, if any, during which a person described in the immediately preceding  sentence was a Participant), in accordance with the Plan's general provisions,  as of the date the assets of the trust fund for the Allied Plan are received  by the Trustee and deposited in the Trust Fund there shall be credited to each  such Separate Account or Sub-Account, as applicable, the value of such person's  prior separate account or sub-account of the corresponding type under the Allied  Plan as certified to the Plan Administrator by the Plan administrator of the  Allied Plan. 

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(c) Any election, waiver, or beneficiary  designation made by a person with respect to his interest under the Allied Plan  shall remain in effect, but with respect only to that portion of his Separate  Account attributable to the Allied Plan and the provisions of the Plan other  than this Section 19.02 shall apply to the portion of his Separate Account not  attributable to the Allied Plan, if any. Provided that an election, waiver,  or beneficiary designation has not become irrevocable (by reason of death or  otherwise), a person described in the first sentence of paragraph (b) of this  Section 19.02 may make a new election, waiver, or beneficiary designation for  his entire interest under the Plan. 

20.03 Merger of Profit Sharing  Plan for Employees of Systematics Information Services, Inc. and Participating  Affiliates

(a) Effective as of the beginning  of business on January 1, 1995, the Profit Sharing Plan for Employees of Systematics  Information Services, Inc. and Participating Affiliates (the "Systematics Plan")  shall be merged into and made a part of the Plan, and the trust fund maintained  in connection with the Systematics Plan shall be added to the assets of the  Trust Fund to be disposed of under the terms, conditions, and provisions of  the Plan and the Trust. On and after January 1, 1995, except as otherwise expressly  provided in this Article XX, the general provisions of the Plan shall govern  with respect to the interests under the Systematics Plan of all persons, to  the extent not inconsistent with any provision of the Systematics Plan that  may not be eliminated under Section 411(d)(6) of the Code. 

(b) As of January 1, 1995, Separate  Accounts shall be established in accordance with the provisions of Section 11.04  in the name of each person who as of the close of business on December 31, 1994  was a participant or beneficiary with an interest under the Systematics Plan.  In addition to any credits or debits to the Separate Account of the persons  described in the immediately preceding sentence on or after January 1, 1995,  in accordance with the Plan's general provisions, as of the date the assets  of the trust fund for the Systematics Plan are received by the Trustee and deposited  in the Trust Fund there shall be credited to each such Separate Account or Sub-Account,  as applicable, the value of such person's prior separate account or sub-account  of the corresponding type under the Systematics Plan as certified to the Plan  Administrator by the plan administrator of the Systematics Plan. 

(c) Each Employee who is a participant  in the Systematics Plan on December 31, 1994, and becomes an Eligible Employee  on January 1, 1995, shall become a Participant on January 1, 1995. An Employee  of Systematics Information Services, Inc. or its subsidiaries who was hired  prior to January 1, 1995, who becomes an Eligible Employee on January 1, 1995,  and who would have become a participant in the   

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 Systematics Plan upon fulfilling  the age and service eligibility requirements under the Systematics Plan shall  become a Participant on the earlier of (i) the date that he would have become  a participant in the Systematics Plan or (ii) the date that he would become  a Participant in accordance with Section 10.01. Each other Employee of Systematics  Information Services, Inc. or its subsidiaries who is hired on or after January  1, 1995, and who becomes an Eligible Employee shall become a Participant on  the date that he would become a Participant in accordance with Section 10.01.  

(d) Any election, waiver, or beneficiary  designation made by a participant or beneficiary, as applicable, under the Systematics  Plan with respect to his interest under the Systematics Plan shall remain in  effect unless superseded by a valid election, waiver, or beneficiary designation  under the Plan. 

(e) Any election, waiver, or beneficiary  designation made by a person with respect to his interest under the Systematics  Plan shall remain in effect, but with respect only to that portion of his Separate  Account attributable to the Systematics Plan and the provisions of the Plan  other than this Section 19.03 shall apply to the portion of his Separate Account  not attributable to the Systematics Plan, if any. Provided that an election,  waiver, or beneficiary designation has not become irrevocable (by reason of  death or otherwise), a person described in the first sentence of paragraph (b)  of this Section 19.03 may make a new election, waiver, or beneficiary designation  for his entire interest under the Plan. 

(f) Notwithstanding any other provision  of the Plan to the contrary, any outstanding loan under the Systematics Plan  shall continue to be repaid and administered in accordance with its terms and  the applicable provisions of the Systematics Plan in effect at the time the  loan was granted. 

 

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ARTICLE XXI   TRANSFER OF BENEFITS WITH RESPECT TO CERTAIN EMPLOYEES WHOSE EMPLOYMENT TRANSFERS  TO CITIZENS UTILITIES COMPANY OR ONE OF ITS AFFILIATES 

21.01 Definitions

For purposes of this Article XXI,  the following definitions shall apply: 

(a) "Citizens" shall mean Citizens  Utilities Company, a Delaware corporation; Citizens Telecommunications Company  of Oregon, a Delaware corporation; Citizens Utilities Company of California,  a California corporation; and Citizens Utilities Company, a Pennsylvania corporation,  individually or collectively, as the context may require. 

(b) An "Effective Date" shall mean  an Effective Date as defined in an Employee Transfer Agreement. 

(c) An "Employee Transfer Agreement"  shall mean an Employee Transfer Agreement between ALLTEL Corporation and Citizens  Utilities Company, a Delaware corporation (with respect to Navajo Communications  Co., Inc.); ALLTEL Corporation and Citizens Utilities Company, a Delaware corporation  (with respect to Mountain State Telephone Company); ALLTEL Corporation and Citizens  Utilities Company, a Delaware corporation (with respect to ALLTEL Nevada, Inc.);  ALLTEL Corporation and Citizens Utilities Company, a Delaware corporation (with  respect to NCC Systems, Inc.); ALLTEL Corporation and Citizens Telecommunications  Company of Oregon, a Delaware corporation; CP National Corporation and Citizens  Utilities Company of California, a California corporation; ALLTEL Tennessee,  Inc. and Citizens Utilities Company, a Delaware corporation; and Tuolumne Telephone  Company and Citizens Utilities Company, a Pennsylvania corporation; each dated  November 28, 1994, (collectively, the "Employee Transfer Agreements"). 

(d) The "Transfer Assets" shall mean  the amount or amounts directed by the Company to be transferred to the Transfer  Plans in accordance with the provisions of the Transfer Agreements. 

(e) A "Transfer Employee" shall mean  an active Employee (including an Employee on military leave, maternity leave,  or other approved leaves of absence of 12 months or less, short-term disability,  and an Employee on layoff with recall rights) whose employment transfers from  a Transferring Employer to Citizens, as of an Effective Date. 

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(f) A "Transfer Plan" shall mean  such one or more qualified plans as may be designated by Citizens. 

(g) A "Transferring Employer" shall  mean Navajo Communications Co., Inc., Mountain State Telephone Company, ALLTEL  Nevada, Inc., NCC Systems, Inc., ALLTEL Oregon, Inc., CP National Corporation,  ALLTEL Tennessee, or Tuolumne Telephone Company (collectively, the "Transferring  Employers"). 

21.02 Transfer of Assets

The Company shall direct the Trustee  to transfer the Transfer Assets to the trustee(s) or funding agent(s) for the  Transfer Plans, in accordance with the provisions of the Employee Transfer Agreements,  to be held, administered, and disposed of by the trustee(s) of the Transfer  Plans, under the terms, conditions, and provisions of the Transfer Plans. 

21.03 Benefit Payments After an  Effective Date but Prior to the Transfer of Assets 

If, on or after an Effective Date  and before the actual transfer of assets, benefits become payable under the  Plan with respect to a Transfer Employee, the benefits shall be paid from the  Plan and the assets and liabilities for benefits to be transferred pursuant  to Section 21.02 shall be reduced accordingly. 

21.04 Cessation of Participation

Effective as of the Effective Date  applicable to him, a Transfer Employee shall cease to be a Participant in the  Plan, and no Transfer Employee or any person claiming under or through any Transfer  Employee shall have any benefits or rights under the Plan after the Closing  Date (except as provided in Section 21.03). 

21.05 Vested Interest of Transfer  Employees

The entire Separate Account of each  Transfer Employee shall be transferred to one or more of the Transfer Plans,  as designated by Citizens, including any amounts in which the Transfer Employee  does not have a nonforfeitable interest. The vested interest of each Transfer  Employee in the Transfer Plan applicable to him shall be determined under the  provisions of the Transfer Plan, but in no event shall such vested interest  be less than the Transfer Employee's vested interest under the Plan as of the  Closing Date. 

21.06 Plan Continuing

The applicable Transfer Plan shall  be deemed to be a continuation of the Plan with respect to the Transfer Employees,  and the transfers of assets 

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 to the Transfer Plans shall not be deemed a termination  or partial termination of the Plan with respect to the Transfer Employees or  otherwise. 

21.07 Overriding Provisions

The provisions of this Article XXI  shall apply notwithstanding any other provisions of the Plan, except Section  3.07, and shall override any conflicting Plan provisions. 

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ARTICLE XXII   EXTENSION OF COVERAGE TO CERTAIN EMPLOYEES 

22.01 Extension of Coverage to  Certain Georgia Exchange Employees

Effective beginning June 1, 1998  and as more specifically hereinafter provided, the proviso to paragraph (a)(1)  of Section 1.12 shall not apply to and coverage under the Plan shall be extended  to a person who on or after June 1, 1998 is an Employee and who on or before  June 1, 1998 was in the bargaining unit described in National Labor Relations  Board Case 10-RD-1309 (a "Decertified Employee"): For purposes of Sections 13.01,  13.02, 13.03, 13.04 and 13.06, for the Plan Year ending December 31, 1998, a  Decertified Employee who would have been an Eligible Employee at relevant times  during the Plan Year ending December 31, 1998 but for paragraph (a)(1) of Section  1.12 shall be treated as an Eligible Employee at such relevant times during  the Plan Year ending December 31, 1998. 

22.02 Extension of Coverage to  Certain Ohio Employees

Effective beginning December 16,  1998 and as more specifically hereinafter provided, the proviso to paragraph  (a)(1) of Section 1.12 shall not apply to and coverage under the Plan shall  be extended to a person who on or after December 16, 1998 is an Employee and  who on or before December 16, 1998 was in the bargaining unit described in National  Labor Relations Board Case 8-RD-1819 (a "Decertified Employee"): For purposes  of Sections 13.01, 13.02, 13.03, 13.04 and 13.06, for the Plan Year ending December  31, 1998, a Decertified Employee who would have been an Eligible Employee at  relevant times during the Plan Year ending December 31, 1998 but for paragraph  (a)(1) of Section 1.12 shall be treated as an Eligible Employee at such relevant  times during the Plan Year ending December 31, 1998. 

22.03 Extension of Coverage to  Certain Georgia Exchange Employees

Effective beginning February 22,  1999 and as more specifically hereinafter provided, the proviso to paragraph  (a)(1) of Section 1.12 shall not apply to and coverage under the Plan shall  be extended to a person who on or after February 22, 1999 is an Employee and  who on or before February 22, 1999 was in the bargaining unit described in National  Labor Relations Board Case 10-RD-1320 (a "Decertified Employee"): For purposes  of Sections 13.01, 13.02, 13.03, 13.04 and 13.06, for the Plan Year ending December  31, 1999, a Decertified Employee who would have been an Eligible Employee at  relevant times during the Plan Year ending December 31, 1999 but for  

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 paragraph  (a)(1) of Section 1.12 shall be treated as an Eligible Employee at such relevant  times during the Plan Year ending December 31, 1999. 

22.04 Extension of Coverage to  Certain Kentucky Employees

Effective beginning January 13, 2000,  and as more specifically hereinafter provided, the proviso to paragraph (a)(1)  of Section 1.12 shall not apply to and coverage under the Plan shall be extended  to a person who on or after January 13, 2000 is an Employee and who on or before  January 13, 2000 was in the bargaining unit described in National Labor Relations  Board Case 9-RD-1910 (a "Decertified Employee"): For purposes of Sections 13.01,  13.02, 13.03, 13.04, and 13.06, for the Plan Year ending December 31, 2000,  a Decertified Employee who would have been an Eligible Employee at relevant  times during the Plan Year ending December 31, 2000 but for paragraph (a)(1)  of Section 1.12 shall be treated as an Eligible Employee at such relevant times  during the Plan Year ending December 31, 2000. 

22.05 Extension of Coverage to  Certain Alabama Employees

Effective beginning February 15,  2001, and as more specifically hereinafter provided, the proviso to paragraph  (a)(1) of Section 1.12 shall not apply to and coverage under the Plan shall  be extended to a person who on or after February 15, 2001 is an Employee and  who on or before February 15, 2001 was in the bargaining unit described in National  Labor Relations Board Case 10-RD-1368 (a "Decertified Employee"): For purposes  of Sections 13.01, 13.02, 13.03, 13.04, and 13.06, for the Plan Year ending  December 31, 2001, a Decertified Employee who would have been an Eligible Employee  at relevant times during the Plan Year ending December 31, 2001 but for paragraph  (a)(1) of Section 1.12 shall be treated as an Eligible Employee at such relevant  times during the Plan Year ending December 31, 2001. 

 

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ARTICLE XXIII   SPECIAL PROVISIONS AND EFFECTIVE DATES 

23.01 General

This amended and restated Plan ("January  1, 2002 Restatement") is effective as of January 1, 2002, but with respect only  to Participants whose employment terminates on or after January 1, 2002 except  as may otherwise be provided herein. Unless and to the extent expressly provided  in this January 1, 2002 Restatement: No provision of this January 1, 2002 Restatement  shall be construed to expand the definition of eligible employees, change accrued  benefits, or otherwise change any substantive provision of the Plan with respect  to periods prior to January 1, 2002. No provision of this January 1, 2002 Restatement  corresponding to any provision of the Plan that was amended effective prior  to January 1, 2002 shall be effective prior to the relevant effective date or  event specified in the prior amendment to the Plan. 

23.02 Specific Effective Date  Provisions

 (a) The provisions of this January  1, 2002 Restatement regarding contributions to the Plan, forfeitures, and allocations  thereof shall be effective for Plan Years beginning after December 31, 2001,  except that effective for Plan Years beginning after December 31, 1996, any  Plan provisions for family aggregation with respect to the provisions of Section  401(a)(17) of the Code (as in effect prior to repeal of the family aggregation  rule of that section) are deleted. 

(b) To the extent that annuity, installment,  or other extended payment forms of distribution were available or being provided  under the Plan as in effect immediately prior to the execution date of this  January 1, 2002 Restatement the following shall apply: (a) such forms of distribution  shall be available with respect to (and only with respect to) any distribution  with an annuity starting date that is earlier than the earlier of (i) the 90th  day after the date a summary that reflects the elimination of such forms of  distribution and that satisfies the requirements of Department of Labor regulation  section 2520.104b-3 has been furnished in accordance with ERISA, or (ii) January  1, 2004, and (b) distribution thereof shall be made as provided under the applicable  provisions of the Plan as in effect immediately prior to the execution of this  January 1, 2002 Restatement. 

(c) For a Participant who is (or  was) an Employee and who attains (or attained) age 70-1/2 in a calendar year  beginning after December 31, 1996 and prior to January 1, 2003, the Participant  shall be given a one-time election to have distribution of the Participant's  vested Separate 

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 Account be made or commenced in accordance with Section 401(a)(9)  of the Code and the regulations thereunder beginning no later than April 1 of  the calendar year following the calendar year in which the Participant attains  (or attained) age 70-1/2. The election shall be made in the form and manner  as prescribed by the Plan Administrator. 

23.03 Law Change Effective Dates

Notwithstanding the provisions of  Section 23.01 and Section 23.02, with respect to any change made to the Plan  to satisfy or implement the provisions of applicable law, including any regulations,  rulings, or other published guidance, such change shall be effective on the  first day of the first period (which may or may not be the first day of a Plan  Year) with respect to which such change became required or effective because  of such provisions. 

23.04 GUST Effective Dates

Except as otherwise expressly provided  herein, each change made to the Plan by this January 1, 2002 Restatement for  the purpose of satisfying or implementing a provision of (i) the Uniformed Services  Employment and Reemployment Rights Act of 1994, (ii) the Uruguay Round Agreements  Act of 1994, (iii) the Small Business Job Protection Act of 1996, (iv) the Taxpayer  Relief Act of 1997, (v) the Internal Revenue Service Restructuring and Reform  Act of 1998, (vi) the Community Renewal Tax Relief Act of 2000, (vii) any other  change in the Code or ERISA, or (viii) regulations, rulings, or other published  guidance issued under the Code, ERISA or the legislative enactments listed in  (i)-(vi) above (a "Compliance Amendment"), shall be effective as of the first  date such change became required by reason of such provision and shall also  be effective with respect to any plan merged (including a transfer of assets  and liabilities from any plan subject to section 414(l) of the Code) into the  Plan as of the first date such change became required by reason of such provision  (including for periods prior to the merger date to the extent so required),  and accordingly is also an amendment of any plan merged (including a plan from  which assets and liabilities were transferred) into the Plan for this purpose.  This provision shall be effective to amend any plan merged (including a plan  from which assets and liabilities were transferred) into the Plan only with  respect to Compliance Amendments, and shall not be construed to expand the definition  of "eligible employee," change contributions or forfeitures, or otherwise change  any substantive provision of any plan merged (including a plan from which assets  and liabilities were transferred) into the Plan that is not directly affected  by a Compliance Amendment prior to the merger date. 

23.05 EGTRAA Effective Dates

This January 1, 2002 Restatement  is adopted to reflect certain provisions of the Economic Growth and Tax Relief  Reconciliation Act of 2001 ("EGTRRA").  

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 This January 1, 2002 Restatement is intended  as good faith compliance with the requirements of EGTRRA and is to be construed  in accordance with EGTRRA and guidance issued thereunder. Except as otherwise  provided, provisions of this January 1, 2002 Restatement implementing EGTRRA  shall be effective as of the first day of the first Plan Year beginning after  December 31, 2001. 

EXECUTED this 20th day of February,  2002. 
 ALLTEL CORPORATION By:        /s/Joe Ford Title:       Chairman and CEO
 

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ALLTEL CORPORATION  PROFIT-SHARING PLAN   APPENDIX A 

Notwithstanding any terms in the  Plan to the contrary, each person listed on this Appendix A became an Eligible  Employee effective as of January 1, 1994, or, if later, the Employee's Employment  Commencement Date. 

Included a table ofeligible employees and social security numbers.

 

 

 

 

 

 

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Included a table ofeligible employees and social security numbers (continued).

 

 

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ALLTEL CORPORATION  PROFIT-SHARING PLAN   APPENDIX B 

Notwithstanding any terms in the  Plan to the contrary, in determining Years of Eligibility Service with respect  to certain Employees who satisfy the requirements specified in this Appendix  B, the terms of this Appendix B shall govern. 

In determining Years of Eligibility  Service for an Employee described in this Appendix B, the Employee's period  or periods of employment with an employer described in this Appendix B shall  be counted as Years of Eligibility Service if such period or periods of employment  would have been taken into account under the Plan had such period or periods  of employment been service with a member of the Controlled Group. Notwithstanding  any other provision of the Plan or this Appendix B, there shall be no duplication  of Years of Eligibility Service under the Plan by reason of service (or hours  of service) in respect of any single period or otherwise. 

(a) For an Employee who was an employee  of GTE Directories Service Corporation or one of its subsidiaries ("GTE Directories")  immediately prior to October 15, 1993 and became an Employee on October 15,  1993 in connection with the Purchase and Sale Agreement dated May 18, 1993 between  GTE Directories Service Corporation and ALLTEL Publishing Corporation, the Employee's  period or periods of employment with GTE directories and its affiliated corporations  prior to October 15, 1993. 

(b) For an Employee who was an employee  of Dime Savings Bank, F.S.B. ("Dime") immediately prior to October 28, 1995,  and became an Employee on October 28, 1995, the Employee's period or periods  of employment with Dime prior to October 28, 1995. 

(c) For an Employee who was an employee  of Glendale Federal Bank, F.S.B. ("Glendale") immediately prior to December  1, 1995, and became an Employee on December 1, 1995, the Employee's period or  periods of employment with Glendale prior to December 1, 1995. 

(d) For an Employee who was an employee  of Medical Data Technologies, Inc. ("Medical Data") immediately prior to December  26, 1994, and became an Employee on December 26, 1994, the Employee's period  or periods of employment with Medical Data prior to December 26, 1994. 

(e) For an Employee who was an employee  of OnBank & Trust Company ("OnBank") immediately prior to January 19, 1997,  and became an Employee on January 19, 1997, the Employee's period or periods  of employment with OnBank prior to January 19, 1997. 

1

 

(f) For an Employee who was an employee  of City National Bank ("City National") immediately prior to April 1, 1997,  and became an Employee on April 1, 1997, the Employee's period or periods of  employment with City National prior to April 1, 1997. 

(g) For an Employee who was an employee  of City National Bank ("City National") immediately prior to September 16, 1997,  and became an Employee on September 16, 1997, the Employee's period or periods  of employment with City National prior to September 16, 1997. 

(h) For an Employee who was an employee  of Eclipsys Corporation or Eclipsys Solutions Corporation (collectively, "Eclipsys")  immediately prior to October 1, 1997, and became an Employee on October 1, 1997,  pursuant to the assignment entered into by and between Eclipsys Solutions Corporation,  Eclipsys Corporation, and ALLTEL Information Services, Inc. on September 18,  1997, the Employee's period or periods of employment with Eclipsys prior to  October 1, 1997. 

(i) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to August 9, 1997, and became  an Employee on August 9, 1997, the Employee's period or periods of employment  with CSC prior to August 9, 1997. 

(j) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to September 20, 1997, and  became an Employee on September 20, 1997, the Employee's period or periods of  employment with CSC prior to September 20, 1997. 

(k) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to October 13, 1997, and became  an Employee on October 13, 1997, the Employee's period or periods of employment  with CSC prior to October 13, 1997. 

(l) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to October 18, 1997, and became  an Employee on October 18, 1997, the Employee's period or periods of employment  with CSC prior to October 18, 1997. 

(m) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to October 20, 1997, and became  an Employee on October 20, 1997, the Employee's period or periods of employment  with CSC prior to October 20, 1997. 

(n) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to November 24, 1997, and became  an Employee on November 24, 1997, the Employee's period or periods of employment  with CSC prior to November 24, 1997. 

2

 

(o) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to January 3, 1998, and became  an Employee on January 3, 1998, the Employee's period or periods of employment  with CSC prior to January 3, 1998. 

(p) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to February 2, 1998, and became  an Employee on February 2, 1998, the Employee's period or periods of employment  with CSC prior to February 2, 1998. 

(q) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to February 28, 1998, and became  an Employee on February 28, 1998, the Employee's period or periods of employment  with CSC prior to February 28, 1998. 

(r) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to March 27, 1998, and became  an Employee on March 27, 1998, the Employee's period or periods of employment  with CSC prior to March 27, 1998. 

(s) For an Employee who was an employee  of United Companies Financial Corporation ("UCFC") immediately prior to December  7, 1998, and became an Employee on December 7, 1998, the Employee's period or  periods of employment with UCFC prior to December 7, 1998. 

(t) For an Employee who was not an  employee of 360 Communication Company ("360") on or after July 1, 1998, who  was an employee of 360 prior to July 1, 1998, and who became an Employee prior  to January 1, 1999, the Employee's period or periods of employment with 360  prior to July 1, 1998. 

(u) For an Employee who was an employee  of Corporate Solutions International, Inc. ("CSI") immediately prior to April  1, 1999, and became an Employee on April 1, 1999, the Employee's period or periods  of employment with CSI prior to April 1, 1999. 

(v) For an Employee who was an employee  of Advanced Information Resources, LTD. ("AIR") immediately prior to September  16, 1999, and became an Employee on September 16, 1999, the Employee's period  or periods of employment with AIR prior to September 16, 1999. 

(w) For an Employee who was an employee  of ACE USA Software Sciences ("ACE") immediately prior to October 25, 1999,  and became an Employee on October 25, 1999, the Employee's period or periods  of employment with ACE prior to October 25, 1999. 

3

 

(x) For an Employee who was an employee  of ACE USA Software Sciences ("ACE") immediately prior to November 11, 1999,  and became an Employee on November 11, 1999, the Employee's period or periods  of employment with ACE prior to November 11, 1999. 

(y) For an Employee who was an employee  of Southern Data Systems, Inc. ("SDS") immediately prior to October 1, 1999,  and became an Employee on October 1, 1999, and who was an Employee on January  1, 2000, the Employee's period or periods of employment with SDS prior to October  1, 1999. 

(z) For an Employee who was an employee  of WestGroup Management Resources, Inc. ("WestGroup") immediately prior to December  20, 1999, and became an Employee on December 20, 1999, and who was an Employee  on January 1, 2000, the Employee's period or periods of employment with WestGroup  prior to December 20, 1999. 

(aa) For an Employee who was an employee  of BellSouth Corporation - Atlanta ("BSA") immediately prior to April 1, 2000,  and became an Employee on April 1, 2000, the Employee's period or periods of  employment with BSA prior to April 1. 2000. 

(bb) For an Employee who was an employee  of Origin Technology in Business, Inc. ("Origin") immediately prior to May 15,  2000, and became an Employee on May 15, 2000, the Employee's period or periods  of employment with Origin prior to May 15, 2000. 

(cc) For an Employee who was an employee  of Harris Bank - Chicago ("Harris Bank") immediately prior to September 1, 2000,  and became an Employee on September 1, 2000, the Employee's period or periods  of employment with Harris Bank prior to September 1, 2000. 

(dd) For an Employee who was an employee  of Benchmark Consulting International, Inc. ("Benchmark") immediately prior  to August 2, 2000, and became an Employee on August 2, 2000, the Employee's  period or periods of employment with Benchmark prior to August 2, 2000. 

(ee) For an Employee who was an employee  of Datamatic Services, Inc. ("Datamatic") immediately prior to December 6, 2000,  and became an Employee on December 6, 2000, the Employee's period or periods  of employment with Datamatic prior to December 6, 2000. 

(ff) For an Employee who was an employee  of PMG Systems, Inc. ("PMG") immediately prior to November 15, 2001, and became  an Employee on November 15, 2001, the Employee's period or periods of employment  with PMG prior to November 15, 2001. 

 

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ALLTEL CORPORATION  PROFIT-SHARING PLAN   APPENDIX C 

Notwithstanding any terms in the  Plan to the contrary, in determining Years of Vesting Service with respect to  certain Employees who satisfy the requirements specified in this Appendix C,  the terms of this Appendix C shall govern. 

In determining Years of Vesting Service  for an Employee described in this Appendix C, the Employee's period or periods  of employment with an employer described in this Appendix C shall be counted  as Years of Vesting Service if such period or periods of employment would have  been taken into account under the Plan had such period or periods of employment  been service with a member of the Controlled Group. Notwithstanding any other  provision of the Plan or this Appendix C, there shall be no duplication of Years  of Vesting Service under the Plan by reason of service (or hours of service)  in respect of any single period or otherwise. 

(a) For an Employee who was an employee  of GTE Directories Service Corporation or one of its subsidiaries ("GTE Directories")  immediately prior to October 15, 1993 and became an Employee on October 15,  1993 in connection with the Purchase and Sale Agreement dated May 18, 1993 between  GTE Directories Service Corporation and ALLTEL Publishing Corporation, the Employee's  period or periods of employment with GTE Directories and its affiliated corporations  prior to October 15, 1993. 

(b) Effective as of the Closing Date,  as Closing Date is defined in the Employee Transfer Agreements between ALLTEL  Illinois, Inc. and GTE South Incorporated, ALLTEL Indiana, Inc. and Contel of  the South, Inc., and ALLTEL Michigan, Inc. and Contel of the South, Inc., each  dated April 5, 1993, with respect to Participants who are GTE Transfer Employees  (as GTE Transfer Employees is defined in subsection (a) of Section 13.05) as  of the Closing Date or Participants who become GTE Transfer Employees after  the Closing Date, the Years of Vesting Service of an Employee who transfers  employment from an Employer to GTE South Incorporated or to Contel of the South,  Inc. pursuant to an Employee Transfer Agreement shall be determined taking into  account service with GTE (as defined in the Employee Transfer Agreements). 

(c) For an Employee who was an employee  of Dime Savings Bank, F.S.B. ("Dime") immediately prior to October 28, 1995,  and became an Employee on October 28, 1995, the Employee's period or periods  of employment with Dime prior to October 28, 1995. 

(d) For an Employee who was an employee  of Glendale Federal Bank, F.S.B. ("Glendale") immediately prior to December  1, 1995, and became 

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 an Employee on December 1, 1995, the Employee's period or  periods of employment with Glendale prior to December 1, 1995.

(e) For an Employee who was an employee  of Medical Data Technologies, Inc. ("Medical Data") immediately prior to December  26, 1994, and became an Employee on December 26, 1994, the Employee's period  or periods of employment with Medical Data prior to December 26, 1994. 

(f) For an Employee who was an employee  of OnBank & Trust Company ("OnBank") immediately prior to January 19, 1997,  and became an Employee on January 19, 1997, the Employee's period or periods  of employment with OnBank prior to January 19, 1997. 

(g) For an Employee who was an employee  of City National Bank ("City National") immediately prior to April 1, 1997,  and became an Employee on April 1, 1997, the Employee's period or periods of  employment with City National prior to April 1, 1997. 

(h) For an Employee who was an employee  of City National Bank ("City National") immediately prior to September 16, 1997,  and became an Employee on September 16, 1997, the Employee's period or periods  of employment with City National prior to September 16, 1997. 

(i) For an Employee who was an employee  of Eclipsys Corporation or Eclipsys Solutions Corporation (collectively, "Eclipsys")  immediately prior to October 1, 1997, and became an Employee on October 1, 1997,  pursuant to the assignment entered into by and between Eclipsys Solutions Corporation,  Eclipsys Corporation, and ALLTEL Information Services, Inc. on September 18,  1997, the Employee's period or periods of employment with Eclipsys prior to  October 1, 1997. 

(j) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to August 9, 1997, and became  an Employee on August 9, 1997, the Employee's period or periods of employment  with CSC prior to August 9, 1997. 

(k) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to September 20, 1997, and  became an Employee on September 20, 1997, the Employee's period or periods of  employment with CSC prior to September 20, 1997. 

(l) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to October 13, 1997, and became  an Employee on October 13, 1997, the Employee's period or periods of employment  with CSC prior to October 13, 1997. 

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(m) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to October 18, 1997, and became  an Employee on October 18, 1997, the Employee's period or periods of employment  with CSC prior to October 18, 1997. 

(n) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to October 20, 1997, and became  an Employee on October 20, 1997, the Employee's period or periods of employment  with CSC prior to October 20, 1997. 

(o) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to November 24, 1997 and became  an Employee on November 24, 1997, the Employee's period or periods of employment  with CSC prior to November 24, 1997.

 (p) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to January 3, 1998 and became  an Employee on January 3, 1998, the Employee's period or periods of employment  with CSC prior to January 3, 1998. 

(q) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to February 2, 1998, and became  an Employee on February 2, 1998, the Employee's period or periods of employment  with CSC prior to February 2, 1998. 

(r) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to February 28, 1998, and became  an Employee on February 28, 1998, the Employee's period or periods of employment  with CSC prior to February 28, 1998. 

(s) For an Employee who was an employee  of CSC Intelicom, Inc. ("CSC") immediately prior to March 27, 1998 and became  an Employee on March 27, 1998, the Employee's period or periods of employment  with CSC prior to March 27, 1998.

 (t) For an Employee who was an employee  of United Companies Financial Corporation ("UCFC") immediately prior to December  7, 1998 and became an Employee on December 7, 1998, the Employee's period or  periods of employment with UCFC prior to December 7, 1998. 

(u) For an Employee who was an employee  of Corporate Solutions International, Inc. ("CSI") immediately prior to April  1, 1999 and became an Employee on April 1, 1999, the Employee's period or periods  of employment with CSI prior to April 1, 1999. 

(v) For an Employee who was an employee  of Advanced Information Resources, LTD. ("AIR") immediately prior to September  16, 1999, and  

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 became an Employee on September 16, 1999, the Employee's period  or periods of employment with AIR prior to September 16, 1999. 

(w) For an Employee who was an employee  of ACE USA Software Sciences ("ACE") immediately prior to October 25, 1999,  and became an Employee on October 25, 1999, the Employee's period or periods  of employment with ACE prior to October 25, 1999. 

(x) For an Employee who was an employee  of ACE USA Software Sciences ("ACE") immediately prior to November 11, 1999,  and became an Employee on November 11, 1999, the Employee's period or periods  of employment with ACE prior to November 11, 1999. 

(y) For an Employee who was an employee  of Southern Data Systems, Inc. ("SDS") immediately prior to October 1, 1999,  and became an Employee on October 1, 1999, and who was an Employee on January  1, 2000, the Employee's period or periods of employment with SDS prior to October  1, 1999. 

(z) For an Employee who was an employee  of WestGroup Management Resources, Inc. ("WestGroup") immediately prior to December  20, 1999, and became an Employee on December 20, 1999, and who was an Employee  on January 1, 2000, the Employee's period or periods of employment with WestGroup  prior to December 20, 1999. 

(aa) For an Employee who was an employee  of BellSouth Corporation - Atlanta ("BSA") immediately prior to April 1, 2000,  and became an Employee on April 1, 2000, the Employee's period or periods of  employment with BSA prior to April 1, 2000. 

(bb) For an Employee who was an employee  of Origin Technology in Business, Inc. ("Origin") immediately prior to May 15,  2000, and became an Employee on May 15, 2000, the Employee's period or periods  of employment with Origin prior to May 15, 2000. 

(cc) For an Employee who was an employee  of Harris Bank - Chicago ("Harris Bank") immediately prior to September 1, 2000,  and became an Employee on September 1, 2000, the Employee's period or periods  of employment with Harris Bank prior to September 1, 2000. 

(dd) For an Employee who was an employee  of Benchmark Consulting International, Inc. ("Benchmark") immediately prior  to August 2, 2000, and became an Employee on August 2, 2000, the Employee's  period or periods of employment with Benchmark prior to August 2, 2000.

 (ee) For an Employee who was an  employee of Datamatic Services, Inc. ("Datamatic") immediately prior to December  6, 2000, and became an 

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 Employee on December 6, 2000, the Employee's period or  periods of employment with Datamatic prior to December 6, 2000.

 (ff) For an Employee who was an  employee of PMG Systems, Inc. ("PMG") immediately prior to November 15, 2001,  and became an Employee on November 15, 2001, the Employee's period or periods  of employment with PMG prior to November 15, 2001. 

 

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ALLTEL CORPORATION  PROFIT-SHARING PLAN   APPENDIX D 

Notwithstanding any other provisions  of the Plan to the contrary, the terms of this Appendix D shall govern in determining  eligibility for an allocation of Employer Contribution with respect to certain  Employees who satisfy the requirements specified in this Appendix D. 

Each Participant who is not otherwise  eligible to receive an allocation of Employer Contribution for the Plan Year  and who is described in the paragraph(s) below of this Appendix D shall receive  an allocation of Employer Contribution for the specified Plan Year as provided  in this Appendix D if: The Participant is credited with at least such number  of Hours of Service as the number determined by multiplying 1,000 by a fraction  the numerator of which is the number of days of employment with the Controlled  Group completed by the Participant in the specified Plan Year and the denominator  of which is three hundred sixty-five (365). Subject to the last sentence of  Section 13.01, the amount of Employer Contribution (as a percentage of Compensation)  for the Region including such Participants shall be specified in the Board of  Directors resolution for the specified Plan Year and shall be allocated to the  Participants in such Region as provided in Section 13.04, but without regard  to the requirement that a Participant have a Year of Participation. Notwithstanding  the provisions of Section 13.04, any Participant who would receive an allocation  of Employer Contribution under this Appendix D but for his transfer of employment  prior to the last day of the specified Plan Year, shall be deemed to be in the  Region including the Participants eligible under this paragraph Appendix D for  the specified Plan Year. 

(a) Reserved (As of the execution  date of this January 1, 2002 Restatement, there are no Participants described  in this Appendix D). 

 

 

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