PENSION PLAN AMENDMENT NO. 12


    Exhibit
      10(k)(13)

      AMENDMENT
        NO. 12

      TO

      ALLTEL
        CORPORATION PENSION PLAN

      (January
        1, 2001 Restatement)

       

          WHEREAS,
        Alltel Corporation (the "Company") maintains the ALLTEL Corporation Pension
        Plan, as amended and restated effective January 1, 2001, and as 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, effective as set forth
        herein, in the respects hereinafter set forth:

       

         Effective
        as of
        August 1, 2005, Section 1.17 of the Plan is amended to provide as
        follows:

      


      1.17   Eligible
        Employee

       

              Each
        Employee of the
        Employer, except

       

      (1)    
Employees
        whose period of service prior to January 1, 1988 otherwise would have
        commenced after the first day of the calendar month

           
immediately
        following his
        60th birthday and who did not perform one Hour of Service on or after
        January 1, 1988,

       

      (2)    
Employees
        covered by a collective bargaining agreement between an Employer and a
        representative of such Employees where retirement

            benefits
        were
        the subject
        of good faith bargaining between the parties, unless it is agreed that such
        Employees would be eligible to

            participate
        in the
        Plan,

       

      (3)    
Employees
        who are covered by an agreement with the Company which prohibits inclusion
        in
        the Plan,

       

      (4)    leased
        employees,

       

      (5)    for
        the
        period from May 1, 1993 through the end of the last payroll period
        ending
        prior to January 1, 2005, employees of ALLTEL Publishing

                       
        Corporation,

       

      (6)    on
        and
        after May 1, 1993, employees of Sygnis, Inc.,

       

      (7)    
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 and without regard

            to
        any retroactive treatment by
        the Employer of
        such
        person as an employee for purposes

                       
        of Section 3401 of the Code), or

       

      (8)    
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.

       

       

          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