401(k) PLAN AMENDMENT NO. 8


    Exhibit
      10(o)(9)
      AMENDMENT
        NO. 8

      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, the Company hereby amends the Plan in the respects hereinafter
        set
        forth.

      


      Effective
        as of August 1, 2005, Section 1.12 of the Plan is amended to provide as
        follows:

      


      1.12     Eligible
        Employee

       

       
        Each Employee of the Employer, except

       

      
        	(a) 	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,


      

      
        	 	 


      

      
        	(b) 	
                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),

              


      

       

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

              


      

       

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

              


      

       

      
        	(e) 	
                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 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, or

              


      

      
        	 	 


      

      
        	(f) 	any person who is employed by
                an operating
                unit or business operation acquired in connection with the AGREEMENT
                AND
                PLAN OF MERGER dated January 9, 2005, between Alltel Corporation,
                Wigeon
                Acquisition LLC and Western Wireless Corporation and any Employee
                identified by Alltel Corporation internal payroll company codes 540,
                544,
                545, and 546, shall not become an Eligible Employee until the later
                of the
                first pay period in 2006 or when otherwise
                eligible.


      

      
        	 	 


      

      
        	Notwithstanding
                the
                foregoing provisions of this Section 1.12: 	 


      

      
        	 	 


      

      
        	(1)	
                an Employee who is to be permitted to participate
                  in the
                  Plan pursuant to that certain Agreement between ALLTEL Corporation
                  and
                  

                International Brotherhood of
                  Electrical Workers and Communications Workers of America (the "Agreement")
                  shall not be excluded from

                the definition of Eligible Employee
                  by paragraph (a) of this Section 1.12 for periods
                  with respect
                  to which the Agreement so

                provides; and

              


      

      
        	 	 


      

      
        	(2)	
                an Employee who is to be permitted to participate
                  in the
                  Plan pursuant to a collective bargaining agreement between an Employer
                  and
                  IBEW

                Local 463 or a collective
                  bargaining agreement between an Employer and the CWA covering employees
                  in
                  the State of Kentucky (in either

                case, a "KY CBA Employee")
                  shall not be excluded from the definition
                  of Eligible
                  Employee by paragraph (a) of this Section 1.12 for

                periods with respect to which the
                  applicable collective bargaining agreement so
                  provides.

              


      

       

                    

       

      IN
        WITNESS WHEREOF, the Company, by its duly authorized officer, has caused
        this
        Amendment to be executed on this 22nd day of July, 2005.

      


      


      


      ALLTEL
        CORPORATION

      


      


      


      By:
        /s/  Scott T.
        Ford                                         
         

          Scott
        T.
        Ford

          President
        and Chief Executive Officer