ALLTEL CORPORATION AMENDED AND RESTATED 1994 STOCK OPTION PLAN FOR NONEMPLOYEE
      DIRECTORS

                                                                                                    Exhibit
    10.2

    ALLTEL
      CORPORATION

    


    AMENDED
      AND RESTATED 

    1994
      STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

    (Effective
      November 1, 2006)

    


    ARTICLE
      1. ESTABLISHMENT, PURPOSE, AND DURATION 

    


    1.1
      ESTABLISHMENT OF THE PLAN. Alltel Corporation (“Alltel”) hereby establishes this
      Alltel Corporation 1994 Stock Option Plan for Nonemployee Directors (the
“Plan”). The Plan permits the grant of Nonqualified Stock Options, subject to
      the terms set forth herein. The Plan is effective as of January 27, 1994 (the
      “Effective Date”), subject to approval by an affirmative vote of a majority of
      Shares present and entitled to vote at the 1994 Annual Meeting of Stockholders.
      

    


    1.2
      PURPOSE OF THE PLAN. The purpose of the Plan is to promote the interests of
      Alltel by linking the personal interests of Nonemployee Directors to those
      of
      Alltel stockholders and to attract and retain Nonemployee Directors of
      outstanding competence. 

    


    1.3
      DURATION OF THE PLAN. The Plan shall continue in effect following the Effective
      Date until all Shares subject to options granted under the Plan have been
      purchased or acquired in accordance with the provisions of the Plan or until
      the
      Board of Directors terminates the Plan in accordance with Section 7.1.


    


    ARTICLE
      2. DEFINITIONS 

    


    Capitalized
      terms used and not otherwise defined in the Plan shall have the meanings set
      forth below: 

    


    (a)
      “Award Agreement” means an agreement between Alltel and a Nonemployee Director
      setting forth the terms and provisions applicable to an Option granted to that
      Nonemployee Director under the Plan. 

    


    (b)
      “Beneficial Owner” has the meaning given that term in Rule 13d-3 under the
      Exchange Act, as amended from time to time. 

    


    (c)
      “Board” or “Board or Directors” means the Board of Directors of Alltel, as
      constituted from time to time. 

    


    (d)
      “Change of Control” shall be deemed to have occurred if: 

    


    (i)
      Any
“person,” as defined in Sections 13(d) and 14(d) of the Exchange Act, other than
      Alltel, any of its subsidiaries, or any employee benefit plan maintained by
      Alltel or any of its subsidiaries becomes the “beneficial owner” (as defined in
      Rule 13d-3 under the Exchange Act) of 15% or more of the outstanding voting
      capital stock of Alltel, unless prior thereto, the Continuing Directors (as
      defined in the immediately following sentence) approve the transaction that
      results in the person becoming the beneficial owner of 15% or more of the
      outstanding voting capital stock of Alltel. “Continuing Directors” means
      directors who were directors of Alltel at the beginning of the 24-month period
      ending on the date the determination is made or whose election, or nomination
      for election, by Alltel’s stockholders was approved by at least a majority of
      the directors who are in office at the time of the election or nomination and
      who either (1) were directors at the beginning of the period or (2) were
      elected, or nominated for election, by at least a majority of the directors
      who
      were in office at the time of the election or nomination and were directors
      at
      the beginning of the period; 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)
      At
      any time Continuing Directors no longer constitute a majority of the directors
      of Alltel; 

    


    (iii)
      The
      Board fixes a record date for determining stockholders entitled to vote upon
      (1)
      a merger or consolidation of Alltel, statutory share exchange, or other similar
      transaction with another corporation, partnership, or other entity or enterprise
      in which either Alltel is not the surviving or continuing corporation or Shares
      are to be converted into or exchanged for cash, securities other than Shares,
      or
      other property, (2) a sale or disposition of all or substantially all of the
      assets of Alltel, or (3) the dissolution of Alltel; or 

    


    (iv)
      Alltel enters into an agreement with any person, entity, or enterprise the
      consummation of which would result in the occurrence of an event described
      in
      subparagraphs (i), (ii), or (iii) of this paragraph. 

    


    Notwithstanding
      the foregoing, in no event shall a “Change of Control” be deemed to have
      occurred with respect to a Participant if the Participant is part of a
      purchasing group that consummates the Change of Control transaction. A
      Participant shall be deemed “part of a purchasing group” for purposes of the
      immediately preceding sentence if the Participant is an equity participant
      in
      the purchasing company or group other than as a result of (y) passive ownership
      of less than five percent of the voting capital stock or voting equity interests
      of the purchasing company; or (z) equity participation in the purchasing company
      or group that is otherwise not significant, as determined prior to the Change
      of
      Control by a majority of the Continuing Directors. 

    


    (e)
      “Code” means the Internal Revenue Code of 1986, as amended from time to time.


    


    (f)
      “Director” means any individual who is a member of the Board of Directors of
      Alltel. 

    


    (g)
      “Disability” means a permanent and total disability within the meaning of
      Section 22(e)(3) of the Code. 

    


    (h)
      “Employee” means any full-time, nonunion, salaried employee of Alltel or of any
      of Alltel’s Subsidiaries. An individual whose only employment relationship with
      Alltel is as a Director shall not be deemed to be an Employee. 

    


    (i)
      “Exchange Act” means the Securities Exchange Act of 1934, as amended from time
      to time. 

    


    (j)
“Fair
      Market Value” means the closing price of the Shares on the New York Stock
      Exchange on the relevant date or, if there were no sales on that date, the
      closing price on the next preceding date on which there were sales.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (k)
      “Nonemployee Director” means a Director who is not an Employee. 

    


    (l)
      “Nonqualified Stock Option” or “Option” means an option to purchase Shares
      granted in accordance with Article 6. 

    


    (m)
      “Option Price” means the price at which a Share may be purchased upon exercise
      of an Option. 

    


    (n)
      “Participant” means a Nonemployee Director who holds one or more outstanding
      Options. 

    


    (o)
      “Person” has the meaning given to that term in Section 3(a)(9) of the Exchange
      Act and used in Section 13(d). 

    


    (p)
      “Shares” means the shares of Common Stock, $1.00 par value, of Alltel.


    


    (q)
      “subsidiary” means (i) any corporation in which Alltel owns, directly or
      indirectly, capital stock representing more than 50% of the combined voting
      power of all classes of capital stock or (ii) any other entity or enterprise
      (including, but not limited to, a partnership or a joint venture) in which
      Alltel owns, directly or indirectly, equity interests representing more than
      50%
      of the combined voting power of all classes of equity. 

    


    ARTICLE
      3. ADMINISTRATION 

    


    3.1
      ADMINISTRATION BY THE BOARD. The Plan shall be administered by the Board of
      Directors, subject to the terms and provisions of the Plan. The Board shall
      have
      the full power, discretion, and authority to interpret and administer the Plan
      in a manner consistent with the provisions of the Plan; except that, in no
      event
      shall the Board have the power to determine eligibility for participation under
      the Plan.

    


    3.2
      DECISIONS BINDING. All determinations and decisions made by the Board pursuant
      to the provisions of the Plan, and all related resolutions or actions of the
      Board, shall be final, conclusive, and binding on all Persons, including Alltel,
      its stockholders, employees, Participants, and Participants’ legal
      representatives and beneficiaries. 

    


    ARTICLE
      4. SHARES SUBJECT TO THE PLAN. 

    


    4.1
      NUMBER OF SHARES. Subject to adjustment in accordance with Section 4.3, the
      total number of Shares with respect to which Options may be granted under the
      Plan is 1,000,000. The grant of an Option shall reduce the Shares available
      for
      grant under the Plan by the number of Shares subject to that Option.


    


    4.2
      LAPSED AWARDS. If any Option granted under the Plan terminates, expires, or
      lapses for any reason without being exercised, all Shares subject to that Option
      again shall be available for grant under the Plan. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.3
      ADJUSTMENTS IN SHARES. In the event of any merger, reorganization,
      consolidation, recapitalization, liquidation, stock dividend, stock split,
      share
      combination, or other change in the corporate structure of Alltel affecting
      the
      Shares, the Board may make such adjustments to the number of outstanding
      Options, the number of Shares specified in Section 4.1, and to the numbers
      of
      Options specified in Sections 6.1 and 6.2 as it determines, in its sole
      discretion, to be appropriate to prevent dilution or enlargement of rights
      under
      the Plan. 

    


    ARTICLE
      5. ELIGIBILITY AND PARTICIPATION. 

    


    5.1
      ELIGIBILITY. Persons eligible to participate in the Plan are limited to Persons
      who are Nonemployee Directors on the date of each grant of Options in accordance
      with Article 6. 

    


    5.2
      PARTICIPATION. Nonemployee Directors shall become Participants upon their
      receipt of grants of Options in accordance with Article 6. 

    


    ARTICLE
      6. NONQUALIFIED STOCK OPTIONS 

    


    6.1
      INITIAL GRANT OF OPTIONS. During the term of the Plan, each Person who first
      becomes a Nonemployee Director shall be granted an Option to purchase 12,000
      Shares, effective as of the date such person first becomes a Nonemployee
      Director.

    


    6.2
      SUBSEQUENT GRANTS OF OPTIONS. During the term of the Plan: 

    


    (a)
      each
      Person who is a Nonemployee Director immediately following each of Alltel’s
      annual meetings of stockholders (other than a Person who first becomes a
      Nonemployee Director on the date of any such annual meeting) shall be granted
      an
      Option to purchase 7,800 Shares, effective as of the date each such annual
      meeting of stockholders is concluded; and

    


    (b)
      each
      Nonemployee Director who was a participant in the Alltel Corporation Director’s
      Retirement Plan, as amended, as of January 30, 1997 and who elected to receive
      Options in accordance with this Section 6.2(b) by submission of a Directors’
Retirement Plan Election Form in the form approved by the Board of Directors,
      shall be granted the number of Options set forth opposite the Person’s name on
      Schedule 1 attached hereto, effective as of February 14, 1997.

    


    6.3
      LIMITATION ON GRANT OF OPTIONS. Except for the Options specified in Sections
      6.1
      and 6.2 herein, no Options shall be granted under the Plan. Options granted
      under the Plan are not intended to be incentive stock options, as defined in
      Section 422 of the Code. 

    


    6.4
      OPTION AWARD AGREEMENT. Each Option granted in accordance with Sections 6.1
      and
      6.2 shall be evidenced by an Award Agreement that shall specify the Option
      Price, the duration of the Option, the number of Shares subject to the Option,
      the vesting schedule applicable to the Option, and such other provisions as
      the
      Board shall determine. 

    


    6.5
      OPTION PRICE. The Option Price applicable to Shares subject to an Option granted
      in accordance with Sections 6.1 and 6.2 shall be the Fair Market Value of a
      Share on the date the grant of the Option is effective. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.6
      DURATION OF OPTIONS. Each Option shall expire on the tenth anniversary of the
      effective date of its grant, unless earlier terminated in accordance with the
      Plan. 

    


    6.7
      VESTING OF OPTIONS. Subject to the terms of the Plan, an Option granted under
      Section 6.1 or 6.2 (other than Section 6.2(b)) of the Plan and held by a
      Participant shall vest and become exercisable on the earliest of: 

    


    (a)
      The
      day immediately preceding the date of the first Alltel annual meeting of
      stockholders following the effective date of the grant of the Option;


    


    (b)
      The
      date of the death of the Participant; 

    


    (c)
      The
      date of the Disability of the Participant; or 

    


    (d)
      The
      date a Change of Control is deemed to have occurred. 

    


    An
      Option
      granted under Section 6.2(b) of the Plan shall be fully vested and exercisable
      on the date the grant of the Option is effective.

    


    6.8
      TERMINATION OF DIRECTORSHIP. In the event a Participant’s status as a
      Participant terminates because he ceases to be a Nonemployee Director for any
      reason other than as a result of death or Disability, all Options then held
      by
      that former Participant that are not vested and exercisable on the date the
      Participant ceased to be a Nonemployee Director automatically shall lapse and
      be
      forfeited, and the former Participant shall be entitled to no further right
      or
      benefit with respect to those Options. All Options then held by that former
      Participant that are vested and exercisable on the date the Participant ceases
      to be a Nonemployee Director shall remain exercisable for six months following
      the date the Participant ceased to be a Nonemployee Director or until the date
      those Options expire under Section 6.6, whichever period is shorter. In the
      event of the death of a Participant, all Options then held by the decedent
      that
      are exercisable immediately following the death shall remain exercisable until
      the first anniversary of the date of death or until the date those Options
      expire under Section 6.6, whichever period is shorter, by the Person who has
      acquired the Participant’s rights under the Option by will or by the laws of
      descent and distribution. In the event of the Disability of a Participant,
      all
      Options then held by the disabled Participant that are exercisable immediately
      following the Disability (the “Disability Date”) shall remain exercisable until
      the first anniversary of the Disability Date or until the date those Options
      expire under Section 6.6, whichever period is shorter, by the Participant or
      by
      the Participant’s legal representative. In the event a Change of Control is
      deemed to have occurred, all Options then held by a Participant with respect
      to
      whom a Change of Control is deemed to have occurred that are exercisable
      immediately following the Change of Control shall remain exercisable until
      the
      date those Options expire under Section 6.6. 

    


    6.9
      PAYMENT. Options shall be exercised by the delivery of a written notice of
      exercise (in the form prescribed by or at the direction of the Board) to the
      Secretary of Alltel or his designee, setting forth the number of Shares with
      respect to which the Option is being exercised, accompanied by full payment
      for
      those Shares. The Option Price payable upon exercise of any Option shall be
      paid
      either: (a) in cash or (b) by tendering previously acquired Shares of which
      the
      Participant exercising the Option has been the “beneficial owner” (as defined
      under Section 16 of the Exchange Act) for more than six months prior to the
      date
      of exercise and that have a Fair Market Value on the date of exercise equal
      to
      the total Option Price, or (c) by any combination of (a) and (b). As soon as
      practicable after receipt of the foregoing written notice of exercise, full
      payment of the Option Price, and full payment of all amounts due to satisfy
      any
      applicable tax withholding requirements (which the Participant shall be required
      to pay in cash, rather than by application of Shares otherwise deliverable
      upon
      exercise of the Option), Alltel shall deliver to the Participant, in the
      Participant’s name, the number of Shares purchased upon exercise of the Option.


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.10
      RESTRICTIONS ON SHARE TRANSFERABILITY. The Board shall impose such restrictions
      on any Options and Shares acquired upon the exercise of any Options under the
      Plan as it may deem advisable, including, without limitation, restrictions
      under
      applicable federal securities laws, the requirements of the New York Stock
      Exchange, and any blue sky or state securities laws applicable to the Options
      and Shares.

    


    6.11
      NONTRANSFERABILITY OF OPTIONS. Except
      as
      provided in this Section 6.11, no Option granted under the Plan may be sold,
      transferred, pledged, assigned, or otherwise alienated or hypothecated, other
      than by will or by the laws of descent and distribution or pursuant to a
      qualified domestic relations order, as defined by the Code, Title I of the
      Employee Retirement Income Security Act, or the rules thereunder.
      Notwithstanding the foregoing, and subject to such conditions as the Board
      may
      prescribe from time to time, the Board may permit, during the lifetime of the
      holder of an Option, the transfer or assignment of the Option. The designation
      of a beneficiary with respect to an Option shall not constitute a transfer
      for
      purposes of this Section 6.11.

    


    ARTICLE
      7. AMENDMENT, MODIFICATION, AND TERMINATION 

    


    7.1
      AMENDMENT, MODIFICATION, AND TERMINATION. Subject to the terms specified in
      this
      Section 7.1, the Board may terminate, amend, or modify the Plan at any time
      and
      from time to time. Without any approval of the stockholders of Alltel required
      by the Code, by the rules under Section 16 of the Exchange Act, by the New
      York
      Stock Exchange, or by a regulatory body having jurisdiction with respect hereto,
      no such termination, amendment, or modification may (a) materially increase
      the
      total number or value of Shares that may be available for grants of Options
      under the Plan, except in accordance with Section 4.3; (b) change the class
      of
      Participants eligible to participate in the Plan; or (c) materially increase
      the
      benefits accruing to Participants under the Plan.

    


    7.2
      OPTIONS PREVIOUSLY GRANTED. Unless otherwise required by law, no termination,
      amendment, or modification of the Plan may, in any material respect, adversely
      affect any Option previously granted and then outstanding under the Plan,
      without the prior written consent of the Participant holding the Option.


    


    ARTICLE
      8. MISCELLANEOUS 

    


    8.1
      SEVERABILITY. In the event any provision of the Plan shall be held illegal
      or
      invalid for any reason, the illegality or invalidity shall not affect the
      remaining parts of the Plan, and the Plan shall be construed and enforced as
      if
      the illegal or invalid provision had not been included. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.2
      BENEFICIARY DESIGNATION. Each Participant under the Plan may, from time to
      time,
      name any beneficiary or beneficiaries (who may be named contingently or
      successively) to whom any benefit under the Plan is to be paid in the event
      of
      the Participant’s death (or who may exercise the Participant’s rights hereunder
      that are exercisable following the Participant’s death). Each designation shall
      revoke all prior designations by the Participant, shall be in a form prescribed
      by the Board, and shall be effective only when filed by the Participant in
      writing with the Board or its designate during the Participant’s lifetime.


    


    8.3
      NO
      RIGHT OF NOMINATION. Nothing in the Plan shall be deemed to create any
      obligation on the part of the Board to nominate any Director for reelection
      by
      Alltel’s stockholders. 

    


    8.4
      SHARES AVAILABLE. The Shares subject to Options granted under the Plan may
      be
      either authorized but unissued Shares or Shares that have been or may be
      reacquired by Alltel. 

    


    8.5
      SUCCESSORS. All obligations of Alltel under the Plan with respect to Options
      granted hereunder shall be binding on any successor of Alltel by merger,
      consolidation, or other acquisition of all or substantially all of the business
      or assets of Alltel. 

    


    8.6
      REQUIREMENTS OF LAW AND STOCK EXCHANGE. The granting of Options under the Plan
      shall be subject to all applicable laws, rules, and regulations of any federal
      and state governmental agencies and of the New York Stock Exchange.


    


    8.7
      GOVERNING LAW. The Plan, and all agreements and instruments contemplated
      thereby, shall be governed by and construed in accordance with the laws of
      the
      State of Delaware. 

    


    ALLTEL
      CORPORATION

    


    


    By:
      /s/ Scott T. Ford      

          
Scott
      T.
      Ford, President and Chief

            Executive
      Officer