**Exhibit(10)(c)(9)**

 

**EMPLOYMENTAGREEMENTBETWEENALLTEL CORPORATIONANDSCOTT T. FORD**

 

----

 

**TABLE OFCONTENTS**

 
| Section 1. | Definitions                           |
|-----------------|---------------------------------------|
| 1.1.            | ALLTEL Group                          |
| 1.2.            | Annual Incentive  Benefit             |
| 1.3.            | Annual Incentive  Plan                |
| 1.4.            | Annual Incentive Target               |
| 1.5.            | Base Salary                           |
| 1.6             | Beneficiary                           |
| 1.7.            | Board                                 |
| 1.8.            | Cause                                 |
| 1.9.            | Compensation  Committee               |
| 1.10.           | Disability                            |
| 1.11.           | Good Reason                           |
| 1.12.           | Health Benefits  Continuation         |
| 1.13.           | Long-Term  Incentive Benefit          |
| 1.14.           | Long-Term  Incentive Plan             |
| 1.15.           | Non-Interference/Assistance  Period   |
| 1.16.           | Notice of  Termination                |
| 1.17.           | Ordinary  Termination Benefits        |
| 1.18.           | Other Vested  Benefits                |
| 1.19.           | Perquisite  Continuation              |
| 1.20.           | Prior Annual  Incentive Amount        |
| 1.21.           | Prorated  Annual Incentive Benefit    |
| 1.22.           | Prorated  Long-Term Incentive Benefit |
| 1.23.           | SERP                                  |
| 1.24.           | Severance Amount                      |
| 1.25.           | Severance Benefits                    |
| 1.26.           | Spouse                                |
| 1.27.           | Term                                  |
| 1.28.           | Termination Date                      |
|            |                                  |
| Section 2. | Term of Agreement                     |
|            |                                  |
| Section 3. | Position and  Responsibilities        |
|            |                                  |
| Section 4. | Standard of Care                      |
|            |                                  |
| Section 5. | Compensation                          |
| 5.1.            | Base Salary                           |
| 5.2.            | Other Benefits                        |
|            |                                  |
| Section 6. | Expense  Reimbursement                |
|            |                                  |
| Section 7. | Employment  Terminations              |
| 7.1.            | Termination Due to  Death             |
| 7.2.            | Termination Due to  Disability        |

 

i

----

 
| 7.3.             | Termination for  Cause                                                      |
|------------------|-----------------------------------------------------------------------------|
| 7.4.             | Voluntary  Termination by the Executive Other Than for Good Reason          |
| 7.5.             | Termination  by ALLTEL Other Than for Cause or by Executive for Good Reason |
| 7.6.             | Health Benefits  Continuation                                               |
|             |                                                                        |
| Section 8.  | Protective  Covenants by the Executive                                      |
| 8.1.             | Return of Property                                                          |
| 8.2.             | Non-Disclosure                                                              |
| 8.3.             | Non-Interference                                                            |
| 8.4.             | Harmful Statements                                                          |
| 8.5.             | Resignations                                                                |
| 8.6.             | Challenge to  Validity                                                      |
| 8.7.             | Assistance to  ALLTEL                                                       |
|             |                                                                        |
| Section 9.  | Successors;  Binding Agreement; Assignment                                  |
| 9.1.             | As to ALLTEL                                                                |
| 9.2.             | As to the  Executive                                                        |
|             |                                                                        |
| Section 10. | Dispute Resolution  and Notices                                             |
| 10.1.            | Dispute Resolution                                                          |
| 10.2.            | Notices                                                                     |
|             |                                                                        |
| Section 11. | Survival  of Obligations and Remedies                                       |
| 11.1.            | Survival of  Obligations                                                    |
| 11.2.            | Remedies;  Protective Covenants                                             |
|             |                                                                        |
| Section 12. | Miscellaneous                                                               |
| 12.1.            | Termination  Procedures                                                     |
| 12.2.            | ALLTEL  Representations                                                     |
| 12.3.            | No Duplication                                                              |
| 12.4.            | No Mitigation                                                               |
| 12.5.            | Entire Agreement                                                            |
| 12.6.            | Modification                                                                |
| 12.7.            | Severability                                                                |
| 12.8.            | Counterparts                                                                |
| 12.9.            | Withholding                                                                 |
| 12.10.           | Prior  Change in Control Agreement                                          |
| 12.11.           | Third Party  Beneficiaries                                                  |
| 12.12.           | Governing Law                                                               |

 

ii

----

 

**EMPLOYMENTAGREEMENTBETWEENALLTEL CORPORATION AND SCOTT T. FORD**

 

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

 

The Executive is the President and Chief ExecutiveOfficer of ALLTEL.  ALLTEL is desirousof assuring the continued employment of the Executive and wishes to establishcertain terms and conditions of employment of the Executive, to provide certainbenefits to the Executive in the case of his termination of employment, and toobtain certain agreements from the Executive for the benefit of ALLTEL.  ALLTEL and the Executive desire to agreeregarding the foregoing upon terms that are satisfactory to ALLTEL and to theExecutive.

 

ALLTEL and the Executive agree as follows:

 

Section 1.**              **Definitions.

 

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

 

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

 

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

 

1.3.          “Annual Incentive Plan” shall mean the ALLTELCorporation Performance Incentive Compensation Plan and any one or more otherformalized plans, if any, in which the Executive is eligible to participateproviding incentive compensation payable in cash to eligible participantsdetermined on the basis of a measuring period not in excess of 12 calendarmonths, but shall expressly exclude, without limitation, the ALLTEL Corporation1998 Management Deferred Compensation Plan, the Long-Term Incentive Plan, theALLTEL Corporation Executive Deferred Compensation Plan, any plan qualified orintended to be qualified under Section 401(a) of the Code and any plansupplementary thereto, any plan or arrangement under which stock, stockoptions, stock appreciation rights, restricted stock or similar options, stock,or rights are issued, any amendment or restatement of, or successor plan to,any of the foregoing plans in effect from time to time, and any executivefringe benefits.

 

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

 

----

 

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

 

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

 

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

 

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

 

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

 

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

 

1.10.        “Disability”shall mean the incapacity of the Executive, due to injury, illness, disease, orbodily or mental infirmity, to engage in the performance of his usual duties ascontemplated by Section 3 (Position and Responsibilities), except for anincapacity of the Executive for a period of 60 days or less in the aggregateduring any period of 12 consecutive calendar months in the absence of areasonable expectation that the Executive’s incapacity will exist for more than60 days.  “Disability” shall bedetermined by the Board in the good faith exercise of its discretion uponreceipt of and in reliance on competent medical advice from one or moreindividuals who are qualified to give professional medical advice on the mattersthat are relevant to the Executive’s condition selected by the Board.

 

1.11.        “GoodReason” shall mean the occurrence on or after the Effective Date and nomore than 180 days prior to the date that notice of termination is given by theExecutive in accordance with Section 7.5 (Termination by ALLTEL Other Thanfor Cause or by Executive for Good Reason), without the Executive’s expresswritten consent, of any one or more of the following:

 

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

 

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

 

2

----

 

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

 

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

 

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

 

(i)            A reduction in anycomponent of the Executive’s compensation if coincident with the reduction inthat component of the Executive’s compensation one or more other components ofthe Executive’s compensation is or are increased or a substitute or alternativeis provided so that the Executive’s overall compensation is not materiallyreduced;

 

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

 

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

 

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

 

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

 

3

----

 

each target level of performance with respect to eachgoal shall be assumed.  Wherecompensation of the Executive is averaged over a multiple-year period withrespect to a plan cycle for purposes of determining the amount payable for thatplan cycle, compensation used for such averaging shall be: (i) with respect tocompleted years within the plan cycle, the compensation actually used under theterms of the Long-Term Incentive Plan with respect to such completed years, and(ii) with respect to the year during which the Termination Date occurs, if notcompleted, the Base Salary of the Executive for the full year, whether earnedor unearned.

 

1.14.        “Long-Term Incentive Plan” shall mean theALLTEL Corporation Long-Term Performance Incentive Compensation Plan and anyone or more other formalized plans, if any, in which the Executive is eligibleto participate providing incentive compensation payable in cash determined onthe basis of a measuring period of in excess of 12 calendar months, but shallexpressly exclude, without limitation, the ALLTEL Corporation 1998 ManagementDeferred Compensation Plan,****the Annual Incentive Plan, the ALLTELCorporation Executive Deferred Compensation Plan, any plan qualified orintended to be qualified under Section 401(a) of the Code and any plansupplementary thereto, any plan or arrangement under which stock, stockoptions, stock appreciation rights, restricted stock or similar options, stock,or rights are issued, any amendment or restatement of, or successor plan to,any of the foregoing plans in effect from time to time, and any executivefringe benefits.

 

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

 

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

 

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

 

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

 

1.19.        “Perquisite Continuation” shall mean thecontinuation following a qualifying Termination Date by the appropriatemember(s) of the ALLTEL Group of the perquisites provided to the Executive on abasis not less favorable to the Executive than the most favorable basis onwhich perquisites were provided to the Executive during the 210-day periodending on

 

4

----

 

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

 

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

 

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

 

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

 

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

 

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

 

(v)         the Executive’s annualBase Salary,

 

(vi)         the Annual IncentiveBenefit, and

 

(vii)         the Long-Term IncentiveBenefit.

 

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

 

5

----

 

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

 

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

 

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

 

1.28.        “TerminationDate” shall mean the effective date of the termination of the Executive’semployment with the ALLTEL Group during the Term.

 

Section 2.**              **Term of Agreement.

 

(A)          ALLTELshall employ the Executive, and may cause any other member of the ALLTEL Groupto employ the Executive, and the Executive shall continue his employment inaccordance with the terms and conditions set forth herein, for the “Term” ofthis Agreement.

 

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

 

(i)            the Termination Date;or

 

(ii)           December 31, 2007.

 

Section 3.**              **Position and Responsibilities.

 

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

 

Section 4.**              **Standard of Care.

 

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

 

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

 

6

----

 

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

 

(iii)          Do nothing whichintentionally harms, in any way, the business or reputation of the ALLTELGroup.

 

Section 5.**              **Compensation.

 

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

 

5.1.          BaseSalary.

 

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

 

5.2.          OtherBenefits.

 

During the Term, the Executive shall be eligible toparticipate in all bonus, equity incentive, employee benefits and perquisiteplans, programs and arrangements that are no less favorable to the Executivethan the plans, programs and arrangements provided to the Executive as in effecton the Effective Date.

 

Section 6.               Expense Reimbursement.

 

ALLTEL shall pay or reimburse the Executive forordinary and necessary employment-related expenses of the Executive on a basisthat is no less favorable to the Executive than as in effect on the EffectiveDate and that is no less favorable to the Executive than the basis on whichpayment or reimbursement of employment-related expenses is made from time totime to other senior executives of ALLTEL.

 

Section 7.               Employment Terminations.

 

7.1.          Termination Due to Death.

 

(A)          Inthe event of the death of the Executive during the Term, ALLTEL shall pay orprovide to the Executive’s Beneficiary, in full satisfaction of all amountsdue, the Ordinary Termination Benefits, and, if applicable, the benefits underthe SERP as provided therein.

 

7

----

 

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

 

7.2.          Termination Due to Disability.

 

(A)          Inthe event of the Executive’s Disability during the Term, ALLTEL’s Board mayterminate or cause to be terminated the Executive’s employment under thisAgreement by written notice to the Executive of the termination of theExecutive’s employment for Disability in accordance with this Section 7.2given at least 10 business days prior to the effective date of suchtermination.  A termination forDisability shall become effective upon the end of the 10-business-day noticeperiod.  Upon the effective date of theExecutive’s termination of employment on account of Disability, ALLTEL shallpay or provide to the Executive, in full satisfaction of all amounts due, theOrdinary Termination Benefits, and, if applicable, the benefits under the SERPas provided therein.

 

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

 

7.3.          Termination for Cause.

 

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

 

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

 

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

 

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

 

8

----

 

statement of the intended effective date oftermination and a description of the specific facts believed to constituteCause;

 

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

 

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

 

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

 

(v)           ALLTEL shall providethe Executive a copy of the Board’s written determination setting forth withspecificity the basis of the termination for Cause and stating the effectivedate of termination.

 

Any purported termination for Cause that does not satisfy eachsubstantive and procedural requirement of this Section 7.3(C) shall betreated for all purposes under this Agreement as a termination of theExecutive’s employment under Section 7.5 (Termination by ALLTEL Other Thanfor Cause or by Executive for Good Reason).

 

(D)          Bydetermination of the Board, ALLTEL (and any other member of the ALLTEL Groupthen employing the Executive) may, upon written notice to the Executive,suspend the Executive from his duties for a period of up to 30 days with fullpay and benefits hereunder during the period of time during which the Board ismaking a determination under Section 7.3(C) whether to terminate theExecutive’s employment for Cause.

 

7.4.          Voluntary Termination by theExecutive Other Than for Good Reason.

 

(A)          TheExecutive may terminate his employment under this Agreement other than for GoodReason in accordance with this Section 7.4 at any time during the Term bygiving the Board at least 30 days’ prior written notice of termination inaccordance with this Section 7.4. The termination automatically shall become effective upon the expirationof the notice period.  The Executive’sright to terminate his employment under this Section 7.4 shall not beaffected by the Executive’s disability or incapacity.

 

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

 

9

----

 

(C)           TheOrdinary Termination Benefits shall be paid in a single lump sum within 10business days after the Termination Date, except with respect to HealthBenefits Continuation and Perquisites Continuation or as otherwise required bylaw, by the terms of any applicable compensation arrangement or employeebenefit plan (including, if applicable, the SERP), or by the terms of thisAgreement.

 

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

 

(A)          ALLTEL’sBoard may, in the exercise of its sole and absolute discretion, terminate orcause to be terminated the Executive’s employment under this Agreement otherthan for Cause in accordance with this Section 7.5 at any time during theTerm by written notice to the Executive specifying the effective date oftermination, which effective date shall not be earlier than the date on whichthe written notice of termination under this Section 7.5 is given to theExecutive.   The Executive may terminate hisemployment under this Agreement for Good Reason in accordance with thisSection 7.5 at any time during the Term by giving the Board 30 days’written notice of termination in accordance with this Section 7.5, whichmust set forth in reasonable detail the facts and circumstances that are claimedto provide a basis for the Good Reason termination.  The termination automatically shall become effective upon theexpiration of the notice period.  TheExecutive’s right to terminate his employment for Good Reason under thisSection 7.5 shall not be affected by the Executive’s disability orincapacity.  The Executive’s continuedemployment under this Agreement shall not constitute consent to, or a waiver ofrights with respect to, any act or failure to act constituting Good Reason.

 

(B)           Upona termination by ALLTEL other than for Cause or by the Executive for GoodReason under this Section 7.5 during the Term, ALLTEL shall pay or provideor cause another member of the ALLTEL Group to pay or provide to the Executivein full satisfaction of all amounts due the Ordinary Termination Benefits andthe Severance Benefits, and, if applicable, the benefits under the SERP asprovided therein.

 

(C)           TheOrdinary Termination Benefits, and the Severance Benefits shall be paid in asingle lump sum within 10 business days after the Termination Date, except withrespect to Health Benefits Continuation and Perquisites Continuation or asotherwise required by law, by the terms of any applicable compensationarrangement or employee benefit plan (including, if applicable, the SERP), orby the terms of this Agreement.

 

7.6.          Health Benefits Continuation.

 

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

 

10

----

 

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

 

(B)           Thehealth and dental benefits to be provided to the Executive and the Executive’sSpouse and eligible dependents, or to a surviving Spouse of the Executive, inaccordance with Section 7.6(A) shall be equivalent to the health anddental benefits provided to active employees of ALLTEL and their eligibledependents in the case of the Executive and the Executive’s eligibledependents, and spouses of active employees of ALLTEL, in the case of theExecutive’s Spouse or surviving Spouse, under the health and dental plans ofALLTEL (or in the event ALLTEL does not maintain such a plan or plans, anothercomparable plan or plans of the ALLTEL Group), as in effect from time to time,and under any additional and/or supplemental plans provided to seniorexecutives of ALLTEL and their spouses and eligible dependents (or in the eventALLTEL does not maintain such a plan or plans, another comparable plan or plansof the ALLTEL Group), as in effect from time to time (the “equivalentcoverage”).  Notwithstanding theforegoing, subject to any applicable legal requirements, the equivalentcoverage may coordinate with any government provided coverage (with the governmentprovided coverage as primary) to the extent that the government providedcoverage is provided to the recipient without any requirement that therecipient pay any premium or make any contribution as a condition of receivingthe government provided coverage and to the extent that the equivalent coverage(with coordination) and the government provided coverage provide coverage atleast equal to the equivalent coverage (without coordination).  Eligible dependents shall be thosedependents of the Executive who meet the requirements of the applicablecoverage to be eligible for dependent coverage.  The equivalent coverage shall be provided by ALLTEL without anyrequirement for the recipient thereof to pay any premium or contribution as acondition of receiving the coverage. ALLTEL shall provide the equivalent coverage through its establishedplans in effect from time to time or through any other means, at ALLTEL’soption.  The Executive, Spouse,surviving Spouse, and dependents shall provide reasonable cooperation to ALLTELin obtaining any insurance for the equivalent coverage that ALLTEL desires topurchase.  For any period during whichthe Executive, Spouse, or surviving Spouse is entitled to coverage under any planof the ALLTEL Group in accordance with the requirements of the ConsolidatedOmnibus Budget Reconciliation Act of 1985 (“COBRA”), the Executive, Spouse, orsurviving Spouse, as applicable, shall be required to elect COBRA coverage as acondition to coverage hereunder, and ALLTEL shall reimburse the Executive,Spouse, or surviving Spouse for premiums paid for the COBRA coverage.

 

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

 

11

----

 

Section 8.               Protective Covenants by theExecutive.

 

8.1.          Return of Property.

 

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

 

8.2.          Non-Disclosure.

 

The Executive acknowledges that in the course of hisemployment with the ALLTEL Group he has had and will have access toconfidential information and trade secrets proprietary to the ALLTEL Group,including, without limitation, information relating to the ALLTEL Group’sproducts, suppliers, and customers, the sources, nature, processes, costs andprices of the ALLTEL Group’s products, the names, addresses, contact persons,purchasing and sales histories, and preferences of the ALLTEL Group’s suppliersand customers, the ALLTEL Group’s business plans and strategies, and the namesand addresses of, amounts of compensation paid to, and the trading and salesperformance of the ALLTEL Group’s employees and agents (hereinafter referred toas the “Confidential Information”).  TheExecutive further acknowledges that the Confidential Information is proprietaryto the ALLTEL Group, that the unauthorized disclosure of any of theConfidential Information to any person or entity will result in immediate andirreparable competitive injury to the ALLTEL Group, and that such injury cannotadequately be remedied by an award of monetary damages.  Accordingly, the Executive shall not at anytime disclose any Confidential Information to any person or entity who is notproperly authorized by ALLTEL to receive the information, without the priorwritten permission of ALLTEL’s Board.

 

8.3.          Non-Interference.

 

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

 

8.4.          Harmful Statements.

 

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

 

12

----

 

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

 

8.5.          Resignations.

 

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

 

8.6.          Challenge to Validity.

 

The Executive shall not at any time commence anyaction, suit, arbitration or proceeding challenging the validity orenforceability of any provision of this Agreement, or adjudicate the limits orscope of any of its provisions, and the Executive shall not assert, in anyaction, suit, arbitration or proceeding against the Executive by any ALLTELGroup member for a breach by the Executive of any of the covenants in thisSection 8 that any provision of the covenants is invalid or unenforceablein any respect or to any extent, irrespective of the outcome of any suchaction, suit or proceeding.

 

8.7.          Assistance to ALLTEL.

 

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

 

Section 9.               Successors; Binding Agreement;Assignment.

 

9.1.          As to ALLTEL.

 

This Agreement shall be binding upon, and shall inureto the benefit of, and be enforceable by ALLTEL and its successors.  For purposes of this Section 9.1, theterm “successor” shall mean any successor to the business or assets of ALLTELby operation of law or otherwise, including, without limitation, any person,corporation, partnership, or entity that, directly or indirectly, whether bypurchase, merger, consolidation, or otherwise, acquires all or substantiallyall of the business or assets of ALLTEL (and each successor to a successor toALLTEL).  Any such successor shall bedeemed to be ALLTEL for all purposes of this Agreement.  In addition to any obligations imposed bylaw upon any successor, ALLTEL shall require any successor expressly to assumeand agree to perform this Agreement in the same manner and to the same extentthat ALLTEL would be required to perform it if no succession had takenplace.  A failure of ALLTEL to obtainthe assumption of and agreement to perform this Agreement prior to theeffectiveness of any succession shall be a material breach of this Agreement byALLTEL.  The provisions of thisSection 9.1 shall apply to each successor to any

 

13

----

 

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

 

9.2.          As to the Executive.

 

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

 

Section 10.             Dispute Resolution and Notices.

 

10.1.        DisputeResolution.

###  

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

 

(B)           Anydispute or controversy arising out of or in connection with this Agreement nototherwise settled by mediation shall be settled by binding arbitration.  The arbitration proceeding shall be conductedbefore a panel of three arbitrators sitting (i) if the Executive is employed byan ALLTEL Group member at the time of the initiation of the arbitration, in themunicipality in which the Executive’s principal place of employment is locatedat the time, and (ii) if the Executive’s employment with the ALLTEL Group hasterminated prior to the time of initiation of the arbitration, at a locationwhich is within 50 miles of the location of the Executive’s principal place ofemployment at the time of his termination of employment.  The arbitration will be conducted inaccordance with the rules of the American Arbitration Association then ineffect.  Judgment maybe entered on anyarbitration award in any court having jurisdiction.

 

(C)           Exceptas otherwise provided in this Section 10.1(C), all expenses of anyarbitration under Section 10.1(B), including, without limitation, thereasonable fees and expenses of the legal representative for the Executive, andnecessary costs and disbursements incurred as a result of such dispute orproceeding, and any prejudgment interest, calculated at the rate provided bylaw, shall be borne by ALLTEL, whether or not the Executive prevails in sucharbitration.  ALLTEL shall pay (orreimburse the Executive for) such fees and expenses on a monthly basis withinten days after the Executive’s submission of a written request for payment orreimbursement, as applicable, together with reasonable evidence that the feesand expenses were incurred.  If theExecutive does not prevail (after exhaustion of all available arbitralremedies),

 

14

----

 

and the arbitration panel affirmatively finds that the Executiveinstituted the proceeding in bad faith or that (he Executive’s claims werefrivolous, no further reimbursement for legal fees and expenses shall be due tothe Executive, and the Executive shall repay ALLTEL for any amounts previouslypaid by ALLTEL pursuant to this Section 10.1(C).  With respect to any dispute regarding the provisions ofSection 8 (Protective Covenants by the Executive), if the Executive doesnot prevail (after exhaustion of all available arbitral remedies), no furtherreimbursement for legal fees and expenses shall be due to the Executive, andthe Executive shall repay ALLTEL for any amounts previously paid by ALLTELhereunder pursuant to this Section 10.1(C) in respect of suchdispute.  No fees or expenses of theExecutive shall be paid by ALLTEL with respect to any dispute or controversy asto the validity or enforceability of this Agreement, or any provision hereof,or in connection with the litigation of any Issue arising under this Agreementin a court of law other than fees and expenses incurred by the Executive inenforcing an arbitration award entered in favor of the Executive in accordancewith this Section 10.1(C).

 

10.2.        Notices.

 

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

 

To the Board, the Compensation Committee, and ALLTEL:

 

ALLTEL CorporationOne Allied DriveLittle Rock, Arkansas 72202Attention: Chairman, Compensation Committee; and Corporate Secretary

 

To the Executive:

 

Scott T. Ford22311 Highway 10Little Rock, Arkansas 72223-4449

 

Section 11.             Survival of Obligations and Remedies.

 

11.1.        Survival ofObligations.

 

Upon the expiration of the Term of this Agreement inaccordance with Section 2, no provision of this Agreement shall have anyfurther force or effect and all obligations of ALLTEL and the Executivehereunder shall immediately terminate, except as follows:

 

(i)            ALLTEL shall berequired to pay or provide to the Executive, or the Beneficiary in the case ofthe death of the Executive, any benefits to which the Executive became entitledunder Section 7 (Employment Terminations), other than Section 

 

15

----

 

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

 

(ii)           The provisions ofSection 7.6 (Health Benefits Continuation) shall remain in full force andeffect until amounts owing thereunder (if any) are paid in full;

 

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

 

(iv)          The provisions ofSection 9 (Successor; Binding Agreement; Assignment) shall remain in fullforce and effect so long as any rights or obligations of either party continueto exist under the Agreement; and

 

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

 

11.2.        Remedies;Protective Covenants.

###  

(A)          TheExecutive’s sole and exclusive remedy with respect to any and all claimsarising under this Agreement, for termination of the Executive’s employmentwith the ALLTEL Group during the Term, and for breach hereof by ALLTEL shall bethe right to receive the benefits provided for under Section 7 (EmploymentTerminations), and such expenses as are provided for under Section 10.1,in each case, to which the Executive is otherwise entitled pursuant to theterms and conditions hereof.  Withoutlimiting the foregoing, the Executive’s sole and exclusive remedy for thefailure of ALLTEL or the ALLTEL Group to provide compensation or expensereimbursement to the Executive in an amount or form not in conformity with anyone or more of the provisions of Section 5 (Compensation) orSection 6 (Expense Reimbursement) is to seek recovery against ALLTEL pursuantto Section 10 (Dispute Resolution and Notices) for only such benefits, ifany, that are expressly provided for consequent upon the Executive’stermination of employment pursuant to the applicable provisions ofSection 7 (Employment Terminations). The Executive’s employment with the ALLTEL Group may be terminated byALLTEL’s Board for any reason in its sole and absolute discretion in accordancewith any applicable provision of Section 7 (Employment Terminations) andthe payment or provision of such benefits as may be required under thisAgreement.

 

16

----

 

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

 

Section 12.             Miscellaneous.

 

12.1.        TerminationProcedures.

 

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

 

12.2.        ALLTELRepresentations.

 

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

 

17

----

 

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

 

12.3.        No Duplication.

 

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

 

12.4.        No Mitigation.

 

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

 

12.5.        Entire Agreement.

 

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

 

12.6.        Modification.

 

This Agreement shall not be varied, altered, modified,canceled, changed, or in any way amended, or any provision of this Agreementwaived, except by mutual agreement of the parties in a written instrumentexecuted by the parties hereto or their legal representatives and in the caseof ALLTEL by an officer specifically designated by the Board.  No waiver by a fly p arty to this Agreementat any time of any breach by any party to this Agreement of, or compliancewith, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.

 

18

----

 

12.7.        Severability.

 

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

 

12.8.        Counterparts.

 

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

 

12.9.        Withholding.

 

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

 

12.10.      PriorChange in Control Agreement.

 

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

 

12.11.      Third PartyBeneficiaries.

 

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

 

12.12.      Governing Law.

 

To the extent not preempted by federal law, thevalidity, interpretation, construction, and performance of this Agreement shallbe governed by the laws of the State of Delaware (without giving effect to anyconflicts of law principles of the State of Delaware that would require theapplication of the laws of another jurisdiction).

 

19

----

 

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

 
| ATTEST:           | **ALLTEL CORPORATION** |
|-------------------|------------------------|
|              |                   |
| By:               |                   |   | By | : /s/ Francis X. Frantz |   |
|              | Name:                  |   | Francis X. Frantz,  Executive Vice |
|              | Title:                 |   | President and Secretary |
|              |                   |
| WITNESS:          | **EXECUTIVE**          |
|              |                   |
| /s/ Anjse P. Dean |                   | /s/ Scott T. Ford |   |
| Name:             | Scott T. Ford          |
|                   |                        |  |  |  |  |  |  |

 

20

----