PROFIT-SHARING PLAN AMENDMENT NO. 6


    
      Exhibit
        10(l)(7)
        AMENDMENT
          NO. 6

        TO

        ALLTEL
          CORPORATION PROFIT-SHARING PLAN

        (January
          1, 2002 Restatement)

        


        WHEREAS,
          Alltel Corporation (the "Company") maintains the ALLTEL Corporation
          Profit-Sharing Plan, as amended and restated effective January 1, 2002,
          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

         

        
          	(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,
                    

                


        

         

        
          	(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 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

                


        

        
          	 	 


        

        
          	 (6) 	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.


        

        
          	 	 


        

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


        

         

                        


         

        


        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