AMENDMENT TO THE ALLTEL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN (OCTOBER
      1, 1993 RESTATEMENT)


    Exhibit
      10.3

    
 

    AMENDMENT
      NO. 7

     

    TO

     

    ALLTEL
      CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN

     

    (October
      1, 1993 Restatement)

     

          WHEREAS,
      Alltel Corporation ("Alltel") maintains the Alltel Corporation Executive
      Deferred Compensation Plan under an October 1, 1993 Restatement, as amended
      (the
      "Plan"); and

     

    WHEREAS,
      Alltel desires to further amend the Plan regarding the crediting of earnings
      and
      interest under the Plan for certain Participants, which shall also apply to
      any
      deferrals of those Participants of awards under the Alltel Corporation
      Performance Incentive Compensation Plan, as amended, and the Alltel Corporation
      Long-Term Performance Incentive Compensation Plan, as amended;

     

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

     

    1. Article
      V
      of the Plan is amended by adding at the end thereof a new section to provide
      as
      follows:

     

    "13.
       Crediting
      of Certain Accounts.
      Notwithstanding any Prior Plan Provisions or any other provision herein to
      the
      contrary (including Section 7 of this Article), subject, however, to the consent
      of the Schedule 4 Participant, in lieu of all amounts that would otherwise
      be
      credited as of any date after December 31, 2005 to the Deferred Compensation
      Account(s) of a person identified in Schedule 4 to the Plan (a "Schedule 4
      Participant") in accordance with the terms and conditions of the Plan,
      including, without limitation, any amounts that would otherwise be credited
      with
      respect to awards under the Alltel Corporation Performance Incentive
      Compensation Plan, as amended, and the Alltel Corporation Long-Term Performance
      Incentive Compensation Plan, as amended, the following shall apply: As of the
      close of business on each December 31st occurring after December 31, 2005 and
      prior to the full payment thereof, the then current balance (if any) of each
      Deferred Compensation Account of a Schedule 4 Participant shall be credited
      with
      an amount equal to the product of: (a) the balance of the Deferred Compensation
      Account as of the close of business on that December 31st; and (b) a percentage
      equal to the "Prime Rate" as published in the first issue (in which the "Prime
      Rate" is published) of the Wall Street Journal for the immediately succeeding
      Year, plus two hundred (200) basis points. As of the time at which payment
      of an
      amount from a Deferred Compensation Account of a Schedule 4 Participant occurs,
      there shall be added to the amount paid an amount equal to the product of:
      (a)
      the amount to be paid from the Deferred Compensation Account (determined without
      regard to this sentence); (b) a percentage equal to the "Prime Rate" as
      published in the first issue (in which the "Prime Rate" is published) of the
      Wall Street Journal for the Year during which the payment occurs, plus two
      hundred (200) basis points; and (c) a fraction, the numerator of which is the
      number of days elapsed subsequent to the immediately preceding December 31st
      and
      prior to the date that payment is to occur, and the denominator of which is
      365." 

     

    
       

      
        
        

        
          

        

      

      
        
        

      

    

    2. The
      Plan
      is amended by adding following Schedule 3 thereto a new Schedule 4 in the form
      attached hereto.

     

    IN
      WITNESS WHEREOF, ALLTEL has caused this Amendment to be executed on
      this 1st day of November, 2006.

     

    ALLTEL
      CORPORATION 

    


                                    By:
/s/
      Scott T.
      Ford                              
  

                                    Name:
Scott
      T.
      Ford                             
    

                                           
      Title: President and Chief Executive Officer 

     

     

     

    
      
        
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