Exhibit
10(o)(4)

 

AMENDMENT NO. 3

TO

ALLTEL CORPORATION 401(k)
PLAN

(January 1, 2001
Restatement)

 

WHEREAS, ALLTEL Corporation (the "Company")
maintains the ALLTEL Corporation 401(k) Plan, as amended and restated effective
January 1, 2001, and subsequently further amended, (the "Plan"); and

 

WHEREAS, the Company desires further to amend the
Plan;

 

NOW THEREFORE, BE IT RESOLVED, that the Company
hereby amends the Plan in the respects hereinafter set forth:

 

1.                                      
Effective coincident with the Closing within the meaning of the Stock
Purchase Agreement by and between ALLTEL Corporation and Fidelity National
Financial, Inc. dated as of January 28, 2003 (the "SP Agreement"), Section 1.14
of the Plan is amended to provide as follows:

 

1.14                          
Employer

 

ALLTEL Corporation and any other member of the
Controlled Group that has adopted the Plan pursuant to Section 3.01 or any
corresponding predecessor provision of the Plan.

 

2.                                      
Effective as of March 31, 2003, Section 1.34 of the Plan is amended to
provide as follows:

 

1.34                          
Settlement Date

 

The date on which a Participant's interest under
the Plan becomes distributable in accordance with Article XIV and Article XV
following his termination of service.  Beginning March 31, 2003, a
Participant's interest under the Plan becomes distributable in accordance with
Article XIV and Article XV following his termination of service, his "severance
from employment" within the meaning of Section 401(k)(2)(B)(i)(l) of the Code,
or both.  Beginning March 31, 2003, the immediately preceding sentence
shall apply to a Participant who had a "severance from employment" within the
meaning of Section 401(k)(2)(B)(i)(l) of the Code, but not a termination of
service, prior to April 1, 2003.

 

 







 

3.                                      
Effective as of March 22, 2003, a new Article XXX is added to the end of
the Plan to provide as follows:

 

ARTICLE
XXX

 

SPECIAL
PROVISIONS IN CONNECTION WITH FIDELITY
NATIONAL FINANCIAL, INC.
TRANSACTION

 

30.1                          
Small Benefit Cash-Out

 

Notwithstanding the provisions of Section 15.04,
for a Participant who is employed by a Transferred Business Company within the
meaning of the Stock Purchase Agreement by and between ALLTEL Corporation and
Fidelity National Financial, Inc. dated as of January 28, 2003 (the "SP
Agreement") as of the Closing Date within the meaning of the SP Agreement, who
is a Continuing Business Employee within the meaning of the SP Agreement, who is
no longer employed by any member of the Controlled Group immediately following
the Closing within the meaning of the SP Agreement and who has a loan as
provided in Article XVIII outstanding at the time of the Closing, the provisions
of Section 15.04 shall not apply for the period during which the loan is
outstanding or, if earlier, until the loan is in default.

 

30.2                          
Compensation

 

Notwithstanding the provisions of Section 1.09,
the Compensation of any Employee who immediately prior to the first payroll
period beginning after March 22, 2003 is then indicated on Section 6.2(a) of the
Disclosure Schedule to the Stock Purchase Agreement by and between ALLTEL
Corporation and Fidelity National Financial, Inc. dated as of January 28, 2003
shall not include or take into account any amounts (that would otherwise be
Compensation) for payroll periods beginning after March 22, 2003.

 

IN WITNESS WHEREOF, the Company, by its duly
authorized officer, has caused this Amendment to be executed on this 14 day of
March, 2003, to be effective as provided herein.

 

	
       
	
      ALLTEL CORPORATION

	
       
	
       

	
       
	
      By:
	
      /s/ Scott T. Ford

	
       
	
       
	
      Title:  President &
  CEO



 

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