ALLTEL CORPORATION AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


     

    Exhibit
      10.1

    


    


    


    


    


    


    


    ALLTEL
      CORPORATION

    


    


    


    


    


    _______________________________________________________________

    


    


    


    


    ALLTEL
      CORPORATION

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    


    


    


    _______________________________________________________________

    


    


    


    


    


    


    As
      Amended and Restated

    


    Effective
      November 1, 2006

     

    


    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    ALLTEL
      CORPORATION

    SUPPLEMENTAL
      EXECUTIVE RETIREMENT PLAN

    (November
      1, 2006 Restatement)

    


    


    


    TABLE
      OF CONTENTS


    


    
      	 ARTICLE
              I	 NAME,
              PURPOSE...........................................................................................................................................................................	  
              1    
	 ARTICLE
              II	 GENERAL
              DEFINITIONS..............................................................................................................................................................	  
              2
	 ARTICLE
              III	 PARTICIPATION............................................................................................................................................................................	  4
	 ARTICLE
              IV	 SERP ACCRUED
              BENEFIT............................................................................................................................................................	  5
	 ARTICLE
              V	 VESTING...........................................................................................................................................................................................	 10
	 	 	 
	 ARTICLE
              VI	 RETIREMENT
              BENEFIT................................................................................................................................................................	 12
	 ARTICLE
              VII	 PRERETIREMENT DEATH
              BENEFIT.........................................................................................................................................	 13
	 ARTICLE
              VIII	 HEALTH AND DENTAL
              BENEFITS...........................................................................................................................................	 14
	 ARTICLE
              IX	 SPECIAL
              PROVISIONS..................................................................................................................................................................	 17
	 ARTICLE
              X	 ADMINISTRATION AND
              FINANCING.....................................................................................................................................	 18
	 	 	 
	 ARTICLE
              XI	 AMENDMENT AND
              TERMINATION........................................................................................................................................	 20
	 ARTICLE
              XII	 MISCELLANEOUS..........................................................................................................................................................................	 21
	 ARTICLE
              XIII	 PRIOR
              PLAN....................................................................................................................................................................................	 23
	 	 	 
	 SCHEDULES	 SUPPLEMENTAL
              PROVISIONS...................................................................................................................................................	 
	 	 	 
	 	 	 


    

      

      

     

      

      

    


      

      

      

      

      

    


      

      

      

    


      

    


    


    


    



    
      
        
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    ARTICLE
      I  

    NAME,
      PURPOSE

    


    


    
      	
              1.1

            	
              Name,
                Effective Date.
                The plan hereunder shall be known as the Alltel Corporation Supplemental
                Executive Retirement Plan, as amended and restated effective November
                1,
                2006 (the "Plan"). The Plan shall be effective as of November 1,
                2006 (the
                "Restatement Effective Date"), but with certain provisions effective
                as of
                January 1, 2005 or other specified dates for purposes of compliance
                with
                Section 409A of the Code as indicated
                hereunder.

            


    

    


    
      	
              1.2

            	
              Purpose,
                ERISA Top Hat Plan.
                The purpose of the Plan is to provide supplemental retirement benefits
                for
                eligible executives of the Company and Participating Affiliates.
                The
                Company intends the Plan to be an unfunded deferred compensation
                plan for
                a select group of management or highly compensated employees, within
                the
                meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
                ERISA.

            


    

    


    
      	
              1.3

            	
              Code
                Section 409A.
                The Company intends the Plan to comply with the provisions of Section
                409A
                of the Code, so as to prevent the inclusion in gross income of any
                amounts
                deferred hereunder in a taxable year that is prior to the taxable
                year or
                years in which such amounts would otherwise actually be distributed
                or
                made available to a Participant or his Spouse. The Plan shall be
                construed, administered, and governed in a manner that effects such
                intent, and the Committee shall not take any action that would be
                inconsistent with such intent. Any provisions that would cause any
                amount
                deferred or payable under the Plan to be includible in the gross
                income of
                any Participant or Spouse under Code Section 409A(a)(1) shall have
                no
                force and effect unless and until amended to cause such amount to
                not be
                so includible (which amendment may be retroactive to the extent permitted
                by Code Section 409A). 

            


    

    


    
      	 	
              In
                particular, to the extent that a Participant has a right to receive
                a
                payment or benefit under Article VIII (regarding health and dental
                benefits) that is subject to Section 409A of the Code, then,
                notwithstanding any contrary provision in this Plan, the Company
                may amend
                the Plan or adopt other policies and procedures (including amendments,
                policies and procedures with retroactive effect), or take any other
                action, including providing the benefit under another
                arrangement sponsored by the Company, that the Company
                determines to be necessary or appropriate to (i) exempt the payment
                or
                benefit from Section 409A of the Code or (ii) comply with the requirements
                of Section 409A of the Code. Further, to the extent that a Participant
                has
                a right to receive a payment under Section 6.6 (regarding a lump-sum
                benefit paid upon a Change of Control Termination) in a form of a
                payment
                that does not comply with Section 409A of the Code, then, notwithstanding
                any contrary provision in this Plan, the Company may amend the Plan
                (including amendments with retroactive effect) to provide the payment
                in a
                form that otherwise complies with the requirements of Section 409A
                of the
                Code. 
                Finally, the Committee may apply any applicable transition rule under
                Section 409A of the Code regarding benefits or the payment thereof
                under
                the Plan.

            


    

    


    
      	 	
              Any
                reference in this Plan to Code Section 409A shall also include any
                proposed, temporary or final regulations, or any other guidance,
                promulgated with respect to Code Section 409A by the U.S. Department
                of
                the Treasury or the Internal Revenue Service.


            


    

     

    
      	
              1.4

            	
              Plan
                Applicability.
                The Plan shall apply to each (i) participant of the Alltel Corporation
                Supplemental Executive Retirement Plan, as in effect prior to the
                Restatement Effective Date (the "Prior Plan"), who is an Employee
                as of
                the Restatement Effective Date and (ii) Eligible Executive who becomes
                a
                Participant of the Plan on or after the Restatement Effective Date.
                The
                Plan shall supersede the Prior Plan for each foregoing Participant
                who was
                a participant of the Prior Plan and, therefore, shall exclusively
                govern
                the vesting, entitlement, amount and payment of his benefits under
                the
                Plan or Prior Plan.

            


    

    


    
      	
              1.5

            	
              Prior
                Plan Applicability.
                The Prior Plan shall govern the benefits payable to a Grandfathered
                Participant and Interim Participant, in the manner provided in Article
                XIII. 

            


    

    


    


    
      
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    ARTICLE
      II  

    GENERAL
      DEFINITIONS

    


    


    
      	
              2.1

            	
              "Affiliate"
                means any
                corporation, trade and/or business or organization, the employees
                of which
                together with the employees of the Company are required, pursuant
                to the
                applicable provisions of Code Section 414, to be treated as if they
                were employed by a single employer, but with respect only to periods
                during which such controlled group status exists under Code
                Section 414.

            


    

    


    2.2  
"Board"
      means
      the Board of Directors of the Company.

     

    
      	
              2.3

            	
              "Change
                of Control"
                means, with respect to a Change of Control Participant, an event
                defined
                as such in his Change of Control Agreement that occurs during the
                term of
                such Agreement. 

            


    

     

    
      	
              2.4

            	
              "Change
                of Control Agreement"
                means, with respect to a Change of Control Participant, the employment
                agreement between he and the Company that provides him benefits upon
                a
                Change of Control (as such agreements are identified in Schedule
                2.13).
                

            


    

     

    
      	
              2.5

            	
              "Change
                of Control Participant"
                means a Participant designated by the Board as eligible for enhanced
                benefits under the Plan as a result of a Change of Control (as such
                Participants are listed in Schedule
                2.13).

            


    

     

    
      	
              2.6

            	
              "Change
                of Control Termination"
                means,
                with respect to a Change of Control Participant, his involuntary
                termination of employment for other than Cause, Disability or death,
                or
                his voluntary termination for Good Reason, in either case during
                his
                Employment Period, as provided under (and as such terms are defined
                in)
                his Change of Control
                Agreement.

            


    

     

    
      	
              2.7

            	
              "Code"
                means the Internal Revenue Code of 1986, as
                amended.

            


    

     

    
      	
              2.8

            	
              "Committee"
                means the
                Compensation Committee of the Board or its delegate as provided in
                Section
                10.1.

            


    

     

    
      	
              2.9

            	
              "Company"
                means Alltel Corporation, a Delaware corporation, or any corporate
                successor thereto.

            


    

     

    
      	
              2.10

            	
              "ERISA"
                means the Employee Retirement Income Security Act of 1974, as
                amended.

            


    

     

    
      	
              2.11

            	
              "Eligible
                Executive"
                means an executive who is an Employee of the Company or a Participating
                Affiliate and has been designated by the Board to participate in
                the Plan,
                provided he is a member of a select group of management or highly
                compensated employees within the meaning of Sections 201(2), 301(a)(3)
                and
                401(a)(1) of ERISA. 

            


    

     

    
      	
              2.12

            	
              "Employee"
                means a common law employee of the Company or an Affiliate.
                

            


    

     

    
      	
              2.13

            	
              "Participant"
                means an Eligible Executive who becomes a Participant in the Plan
                under
                Section 3.1
                (as listed in Schedule 2.13) and continues to be a Participant under
                Article III. 

            


    

     

    
      	
              2.14

            	
              "Participating
                Affiliate"
                means an Affiliate that adopts the Plan with the consent of the
                Company.

            


    

     

    
      	
              2.15

            	
              "Participation
                Date"
                means the date on which the Board took action to designate an Eligible
                Executive as a Participant in the Plan or Prior
                Plan.

            


    

     

    
      	
              2.16

            	
              "Plan"
                means the Alltel Corporation Supplemental Executive Retirement Plan,
                as
                amended and restated as of November 1, 2006, as provided hereunder,
                and
                any subsequent amendments hereto. 

            


    

    


    
      	
              2.17

            	
              "Preretirement
                Death"
                means that the Participant dies (i) while an Employee of the Company
                or an
                Affiliate or (ii) following his Retirement but before the first day
                of the
                next calendar month. 

            


    

    


     

    
      
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              2.18

            	
              "Prior
                Plan"
                means the Alltel Corporation Supplemental Executive Retirement Plan,
                as in
                effect prior to the Restatement Effective
                Date.

            


    


    
      	
              2.19

            	
              "Restatement
                Effective Date"
                means November 1, 2006.

            


    

    


    
      	
              2.20

            	
              "Retirement"
                means that the Participant ceases to be an Employee of the Company
                and all
                Affiliates (other than by reason of his death) on a date occurring
                on or
                after his Normal Retirement Date, Early Retirement Date or Special
                Early
                Retirement Date, provided that
                such retirement constitutes a "separation from service" as defined
                for
                purposes of Code Section 409A. 

            


    

    


    
      	
              2.21

            	
              "Retirement
                Date"
                means the last day of the calendar month which includes the Retirement
                or
                Preretirement Death of a
                Participant.

            


    

    


    
      	
              2.22

            	
              "Special
                Early Retirement Participant"
                means a Participant designated by the Board as eligible for the Special
                Early Retirement Date (as such Participants are listed in Schedule
                2.13).
                

            


    

     

    
      	
              2.23

            	
              "Spouse"
                or "surviving Spouse" means the person (if any) to whom the
                Participant is legally married at the time of his death, without
                regard to
                whether the person is the same person as of his Retirement or the
                date of
                commencement of his retirement benefit under Section 6.3.
                

            


    

    


     

    
      	
              Other
                Definitions

            	 Section
	 Accounting Firm	 8.5
	 Actuarial Assumptions	 4.8(a)
	 Actuarial Equivalent	 4.8(b)
	 Applicable Base Salary	 4.9(a)
	 Applicable Elective Amounts	 4.9(b)
	 Applicable Excluded Amounts	 4.9(c)
	 Applicable Incentive
              Compensation	 4.9(d)
	 Benefit Percentage	 4.2
	 Change of Control
              Compensation	 4.9(e)
	 Compensation	 4.6(a)
	 Competition With Alltel	 5.6
	 Defined Benefit Plan	 4.7(a)
	 Defined Contribution Plan	 4.7(b)
	 Early Retirement Date	 5.3
	 Elective Amounts	 4.6(b)
	 Employee Amounts	 4.7(c)
	 Excess Plan	 4.7(d)
	 Excluded Amounts	 4.6(c)
	 401(k) Plan	 4.7(e)
	 Grandfathered Participant 	 13.1
	 Gross-Up Payment	 8.4
	 Incentive Compensation Plan	 4.9(f)
	 Interim Participant	 13.2
	 Long-Term Incentive Compensation
              Plans	 4.6(d)
	 Non-Qualified Defined Benefit
              Plan	 4.7(f)
	 Non-Qualified Defined Contribution
              Plan	 4.7(g)
	 Normal Retirement Date	 5.2
	 Offset Defined Benefit Amount	 4.4
	 Offset Defined Contribution
              Amount	 4.5
	 Pension Plan	 4.7(h)
	 Prior Plan Participant	 13.3
	 Profit-Sharing Plan 	 4.7(i)
	 SERP Accrued Benefit	 4.1
	 SERP Compensation	 4.3
	 Short-Term Incentive Compensation
              Plan	 4.6(e)
	 Special Early Retirement Date	 5.4
	 Special Early Retirement Benefit Points
              	 4.2(c)
	 Underpayment	 8.5
	 Years of Vesting Service	 5.7


    

    

           

           

          

    

    
      
        
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    ARTICLE
      III  

    PARTICIPATION

    


    


    
      	
              3.1

            	
              Participant.
                An Employee who was a participant of the Prior Plan and is employed
                as an
                Employee as of the Restatement Effective Date shall become a Participant
                of the Plan as of the Restatement Effective Date. An Employee who
                becomes
                an Eligible Executive on or after the Restatement Effective Date
                shall
                become a Participant of the Plan as of his Participation Date in
                the
                Plan.

            


    

    


    
      	
              3.2

            	
              Suspension
                of Participation.
                A
                Participant who has an employment status change, as provided under
                Section
                9.2, shall be suspended from participation in the
                Plan.

            


    

    


    
      	
              3.3

            	
              Reinstatement.
                A
                Participant who has been suspended from participation in the Plan
                under
                Section 3.2 may be reinstated as a Participant of the Plan at
                the
                discretion of the Board. 

            


    

    


    
      
        
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    ARTICLE
      IV  

    SERP
      ACCRUED BENEFIT

    


    


    
      	
              4.1

            	
              SERP
                Accrued Benefit.
                The "SERP Accrued Benefit" of a Participant shall mean the amount
                calculated under the following formula (as a positive
                amount):

            


    

    


    (a) His
      Benefit Percentage (under Section 4.2); 

    (b) multiplied
      by his SERP Compensation (under Section 4.3);

    (c) less
      his
      Offset Defined Benefit Amount (under Section 4.4); 

    (d) less
      his
      Offset Defined Contribution Amount (under Section 4.5);

    (e) equals
      his annual SERP Accrued Benefit.

    


    
      	
              4.2

            	
              Benefit
                Percentage.
                The "Benefit Percentage" of a Participant shall be determined as
                follows:
                

            


    

    


    
      	 	
              (a)

            	
              Normal
                Retirement Date.
                For a Participant who has attained his Normal Retirement Date under
                Section 5.2, his Benefit Percentage shall be 60%.
                

            


    

    


    
      	 	
              (b)

            	
              Early
                Retirement Date.
                For a Participant who has attained his Early Retirement Date under
                Section
                5.3 (but not his Special Early Retirement Date under Section 5.4),
                his
                Benefit Percentage shall be 45%, increased, but not in excess of
                60%, by
                the addition of a percentage equal to the product of 15% and a fraction,
                the (i) numerator of which is the number of his completed calendar
                months
                of service with the Company or an Affiliate occurring in and after
                the
                calendar month in which his Early Retirement Date occurred and prior
                to
                his Normal Retirement Date and (ii) denominator of which is the number
                of
                his completed calendar months of service with the Company or an Affiliate
                he would have if he remained continuously employed with the Company
                or
                Affiliate in and after the calendar month in which his Early Retirement
                Date occurred until the last day of the calendar month immediately
                preceding the date on which his Normal Retirement Date would occur
                if he
                remained continuously employed by the Company or an
                Affiliate.

            


    

    


    
      	 	
              (c)

            	
              Special
                Early Retirement Date.
                For a Participant who is a Special Early Retirement Participant and
                has
                attained his Special Early Retirement Date under Section 5.4 (but
                not his
                Early Retirement Date under Section 5.3), his Benefit Percentage
                shall be
                40%, increased, but not in excess of 60%, by the addition of one-half
                of
                one percent (.50%) for each of his Special Early Retirement Benefit
                Points. For purposes hereof, his "Special Early Retirement Benefit
                Points"
                shall be the amount (if any) by which the sum of his age at his most
                recent birthday and his whole Years of Vesting Service exceeds 50.
                

            


    

    


    
      	 	
              (d)

            	
              Higher
                Benefit Percentage.
                For a Participant who has attained both his Early Retirement Date
                under
                Section 5.3 and Special Early Retirement Date under Section 5.4,
                his
                Benefit Percentage shall be the greater of the percentage determined
                under
                subsection (b) or (c) above. 

            


    

    


    
      	
              4.3

            	
              SERP
                Compensation.
                The "SERP Compensation" of a Participant is the highest of (i) his
                Compensation for the calendar year immediately preceding the calendar
                year
                in which his Retirement occurs, (ii) his average annual Compensation
                for
                the three consecutive calendar years immediately preceding the calendar
                year in which his Retirement occurs or (iii) if he is a Change of
                Control
                Participant and undergoes a Change of Control Termination, his Change
                of
                Control Compensation.

            


    

    


    
      	
              4.4

            	
              Offset
                Defined Benefit Amount. 
                The
                "Offset Defined Benefit Amount" of a Participant is the aggregate
                annual
                amount of his vested retirement benefits payable as a single life
                annuity
                commencing on his Retirement Date under any Defined Benefit Plan
                and/or
                any Non-Qualified Defined Benefit Plan. The foregoing offset amount
                shall
                apply without regard to whether the Participant has actually elected
                commencement of any such retirement benefit under such Plans as of
                his
                Retirement Date.  However, in the event the Participant's vested
                retirement benefit under any such Plan is not yet eligible for
                commencement as of his Retirement Date, the foregoing offset amount
                with
                respect to the Plan shall not occur until the time the vested retirement
                benefit first becomes eligible for commencement under the Plan and
                then
                shall equal the amount of the vested retirement benefit payable as
                a
                single life annuity commencing at such time under the Plan.
                

            


    


    
      
         

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              4.5

            	
              Offset
                Defined Contribution Amount.
                The "Offset Defined Contribution Amount" of a Participant is the
                sum of
                the following amounts: 

            


    

    


    
      	 	
              (a)
                

            	
              The
                aggregate annual amount, calculated as an Actuarial Equivalent amount
                payable as a single life annuity commencing on the Participant's
                Retirement Date, of his vested plan accounts under any Defined
                Contribution Plan and/or any Non-Qualified Defined Contribution Plan
                (other than Employee Amounts under any such Plan) as of the most
                recent
                valuation date for determining the value of the plan accounts under
                such
                Plan which is coincident with or immediately precedes his Retirement
                Date;
                and 

            


    

    


    
      	 	
              (b)
                

            	
              The
                aggregate annual amount, calculated as an Actuarial Equivalent amount
                payable as a single life annuity commencing on the Participant's
                Retirement Date, of his vested plan accounts which were distributed
                to him or on his behalf prior to the valuation date under subsection
                (a)
                above under any Defined Contribution Plan and/or any Non-Qualified
                Defined
                Contribution Plan (other than Employee Amounts under any such Plan),
                with
                such distributed vested plan accounts projected with interest from
                the
                date of distribution to his Retirement Date (using the interest rate
                specified in Actuarial Assumptions as in effect for each such
                year).

            


    

    


    However,
      if the Participant's vested plan accounts described in subsection (b) under
      any
      such Plan thereunder have been transferred in a rollover under Section 402
      of
      the Code to another plan maintained by the Company or an Affiliate and have
      not
      again been distributed to him or on his behalf, such vested plan accounts shall
      be taken into account under subsection (a) and not under subsection
      (b).

     

    
      	
              4.6

            	
              SERP
                Compensation Definitions.
                

            


    

    


    
      	 	
              (a)

            	
              "Compensation"
                of a Participant for a calendar year means the sum of the following
                amounts paid to him from the Company and all Affiliates during the
                calendar year: (i) his base salary, (ii) all amounts under all Short-Term
                Incentive Compensation Plans and (iii) if he is a Change of Control
                Participant and undergoes a Change of Control Termination, all amounts
                under all Long-Term Incentive Compensation Plans. A Participant's
                Compensation shall (i) not be reduced or otherwise affected by his
                Elective Amounts and (ii) in any event not include his Excluded
                Amounts.

            


    

    


    
      	 	
              (b)

            	
              "Elective
                Amounts"
                means (i) any reduction under any "cafeteria plan" as defined in
                Section
                125 of the Code of compensation that would otherwise constitute
                Compensation and (ii) the deferral under any cash-or-deferred arrangement
                under Section 401(k) of the Code or under any nonqualified arrangement
                of
                any amount that would otherwise constitute Compensation. Any foregoing
                Elective Amount shall be credited to the Participant as Compensation
                during the calendar year when the reduced or deferred amount would
                have
                been paid (in the absence of the reduction or deferral
                election).

            


    

    


    
      	 	
              (c)

            	
              "Excluded
                Amounts"
                means (i) any bonus payment not paid pursuant to a formalized incentive
                compensation plan or arrangement covering executives of the Company
                or an
                Affiliate, (ii) any payment, whether paid before or after employment
                termination, pursuant to or in respect of any severance or change
                in
                control plan, arrangement, or agreement, including, without limitation,
                any Change of Control Agreement and (iii) any amount paid or payable
                under
                the Plan.

            


    

    


    
      	 	
              (d)

            	
              "Long-Term
                Incentive Compensation Plan"
                shall include (i) the Alltel Corporation Long-Term Performance Incentive
                Compensation Plan, or any successor thereto, as in effect from time
                to
                time, (ii) any arrangement providing incentive compensation determined
                on
                the basis of a measuring period in excess of twelve calendar months
                and
                (iii) any other long-term incentive bonus plan or arrangement that
                provides for payment of cash compensation. However, a Long-Term Incentive
                Compensation Plan in any event shall exclude (i) a Short-Term Incentive
                Compensation Plan, (ii) any arrangement providing incentive compensation
                determined on the basis of a measuring period not in excess of twelve
                calendar months, (iii) the Alltel Corporation Executive Deferred
                Compensation Plan, or any successor thereto, as in effect from time
                to
                time, (iv) the Alltel Corporation 1998 Management Deferred Compensation
                Plan, or any successor thereto, as in effect from time to time, (v)
                an
                Excess Plan, (vi) any plan qualified or intended to be qualified
                under
                Section 401(a) of the Code and any plan supplementary thereto (including,
                without limitation, an Excess Plan), (vii) any executive fringe benefits
                and (viii)
                any plan or arrangement under which stock, stock options, stock
                appreciation rights, restricted stock or similar options, stock or
                rights
                are issued.

            


    

            
      

     

    
      
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              (e)

            	
              "Short-Term
                Incentive Compensation Plan"
                shall include (i) the Alltel Corporation Performance Incentive
                Compensation Plan, or any successor thereto, as in effect from time
                to
                time, (ii) the Alltel Corporation Executive Incentive Compensation
                Plan,
                or any successor thereto, as in effect from time to time and (iii)
                any
                short-term incentive bonus plan or arrangement that provides for
                payment
                of cash compensation determined on the basis of a measuring period
                not in
                excess of twelve calendar months. However, a Short-Term Incentive
                Compensation Plan in any event shall exclude (i) a Long-Term Incentive
                Compensation Plan, (ii) the Alltel Corporation Executive Deferred
                Compensation Plan, or any successor thereto, as in effect from time
                to
                time, (iii) the Alltel Corporation 1998 Management Deferred Compensation
                Plan, or any successor thereto, as in effect from time to time, (iv)
                an
                Excess Plan, (v) any plan qualified or intended to be qualified under
                Section 401(a) of the Code and any plan supplementary thereto (including,
                without limitation, an Excess Plan), (vi) any executive fringe benefits
                and (vii) any plan or arrangement under which stock, stock options,
                stock
                appreciation rights, restricted stock or similar options, stock or
                rights
                are issued.

            


    

    


    
      	
              4.7

            	
              Retirement
                Plan Definitions.
                

            


    

    


    
      	 	
              (a)

            	
              "Defined
                Benefit Plan"
                means (i) the Pension Plan, (ii) any portion (or all) of any plan
                that is
                a defined benefit plan, as defined in ERISA, maintained at any time
                by the
                Company or an Affiliate that is intended at any time by the sponsor
                thereof to be a plan qualified under Section 401(a) of the Code and
                (iii) any plan listed in Schedule 4.7(a).


            


    

    


    
      	 	
              (b)

            	
              "Defined
                Contribution Plan"
                means (i) the 401(k) Plan, (ii) the Profit-Sharing Plan and (iii)
                any
                portion (or all) of any plan that is a defined contribution plan,
                as
                defined in ERISA, maintained at any time by the Company or an Affiliate
                that is intended at any time by the sponsor thereof to be a plan
                qualified
                under Section 401(a) of the Code. However, a Defined Contribution
                Plan
                excludes the portion of the Profit-Sharing Plan (or any other plan)
                attributable to any merger with or transfer of assets and liabilities
                from
                the Allied Telephone Company Profit Sharing
                Plan.

            


    

    


    
      	 	
              (c)

            	
              "Employee
                Amounts"
                means the balance of any plan accounts under any Defined Contribution
                Plan
                or Non-Qualified Defined Contribution Plan attributable to (i) employee
                after-tax contributions, (ii) elective contributions under
                Section 401(k) of the Code, (iii) rollover contributions under
                Section 402 of the Code, to the extent attributable to a distribution
                from a plan not at any time maintained by the Company or an Affiliate
                or
                to employee after-tax contributions or elective contributions under
                Section 401(k) of the Code or (iv) employee elective compensation
                reductions or deferrals under any non-qualified arrangement. However,
                Employee Amounts in any event shall exclude any plan accounts (i)
                attributable to matching contributions described in Section 401(m) of
                the Code of a Defined Contribution Plan maintained by the Company
                or an
                Affiliate or (ii) under any non-qualified arrangement that would
                be
                matching contributions described in Section 401(m) of the Code if the
                non-qualified arrangement were part of a Defined Contribution
                Plan.

            


    

    


    
      	 	
              (d)

            	
              "Excess
                Plan"
                means the Alltel Corporation Benefit Restoration Plan, or any successor
                thereto, as in effect from time to
                time.

            


    

    


    
      	 	
              (e)

            	
              "401(k)
                Plan"
                means the Alltel Corporation 401(k) Plan (formerly known as the Alltel
                Corporation Thrift Plan), or any successor thereto, as in effect
                from time
                to time.

            


    

     

     

    
      
        -7-

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (f)

            	
              "Non-Qualified
                Defined Benefit Plan"
                means the portion of an Excess Plan that provides a defined benefit
                and
                the portion (or all) of any plan that is a defined benefit plan,
                as
                defined in ERISA, maintained at any time by the Company or an Affiliate
                that is not intended at any time by the sponsor thereof to be a plan
                qualified under Section 401(a) of the Code. For purposes of this
                definition, whether an arrangement is a defined benefit plan as defined
                in
                ERISA shall be determined without regard to Section 3(36) of ERISA,
                Section 4 of ERISA, or any other provision of ERISA that provides a
                partial or total exclusion from coverage under or applicability of
                ERISA,
                without regard to whether the arrangement covers more than one employee
                and without regard to whether the arrangement meets any formality
                requirements to be considered a plan.


            


    

                   
      

    
      	 	
              (g)

            	
              "Non-Qualified
                Defined Contribution Plan"
                means
                (i) those portions of an Excess Plan, the Alltel Corporation Executive
                Deferred Compensation Plan, or any successor thereto, as in effect
                from
                time to time, the Alltel Corporation 1998 Management Deferred Compensation
                Plan, or any successor thereto, as in effect from time to time, the
                Alltel
                Corporation Performance
                Incentive Plan or any successor thereto, as in effect from time to
                time,
                the Alltel Corporation Executive Incentive Compensation Plan, or
                any
                successor thereto, as in effect from time to time, and the Alltel
                Corporation Long-Term Incentive Compensation Plan, or any successor
                thereto, as in effect from time to time, that provides deferred
                compensation based on a hypothetical defined contribution, (ii) the
                portion (or all) of any plan that is a defined contribution plan,
                as
                defined in ERISA, maintained at any time by the Company or an Affiliate
                that is not intended at any time by the sponsor thereof to be a plan
                qualified under Section 401(a) of the Code and (iii) any plan or
                arrangement listed in Schedule 4.7(g). For purposes of this definition,
                whether an arrangement is a defined contribution plan as defined
                in ERISA
                shall be determined without regard to Section 3(36) of ERISA,
                Section 4 of ERISA, or any other provision of ERISA that provides a
                partial or total exclusion from coverage under or applicability of
                ERISA,
                without regard to whether the arrangement covers more than one employee
                and without regard to whether the arrangement meets any formality
                requirements to be considered a plan.


            


    

    


    
      	 	
              (h)

            	
              "Pension
                Plan"
                means the Alltel Corporation Pension Plan, or any successor thereto,
                as in
                effect from time to time.

            


    

    


    
      	 	
              (i)

            	
              "Profit-Sharing
                Plan"
                means the Alltel Corporation Profit-Sharing Plan, or any successor
                thereto, as in effect from time to
                time.

            


    

    


    
      	
              4.8

            	
              Actuarial
                Equivalent Definitions.
                

            


    

     

    
      	 	
              (a)

            	
              "Actuarial
                Assumptions"
                means (i) mortality on the basis of a fixed blend of 50 percent male
                mortality rates and 50 percent female mortality rates from the 1983
                GAM
                table, as published in Revenue Ruling 95-6, 1995-1 C.B. 80 (without
                regard
                to any modification thereof) and (ii) the annual interest rate on
                30-year
                Treasury securities for the month of November (published in December)
                immediately preceding the calendar year containing the date as of
                which
                the Actuarial Equivalent amount is being determined. The blended
                mortality
                basis specified in the immediately preceding sentence shall be applied
                without setback, projection or other adjustment and without regard
                to the
                gender of the payee(s). 

            


    

    


    
      	 	
              (b)

            	
              "Actuarial
                Equivalent"
                means an amount which is the actuarial equivalent of a stated benefit
                determined using the Actuarial
                Assumptions.

            


    

    


    
      	
              4.9

            	
              Change
                of Control Compensation Definitions.
                

            


    

    


    
      	 	
              (a)

            	
              "Applicable
                Base Salary"
                of
                a Participant means the higher of his (i) annual base salary in
                effect
                immediately prior to the occurrence of a Change of Control or
                (ii) annual base salary in effect immediately prior to the occurrence
                of his Change of Control
                Termination.

            


    

    


    
      	 	
              (b)

            	
              "Applicable
                Elective Amounts"
                means (i) any reduction under any "cafeteria plan" as defined in
                Section
                125 of the Code of compensation that would otherwise constitute Change
                of
                Control Compensation and (ii) the deferral under any cash-or-deferred
                arrangement under Section 401(k) of the Code or under any nonqualified
                arrangement of any amount that would otherwise constitute Change
                of
                Control Compensation. Any foregoing Elective Amount shall be credited
                to
                the Participant as Compensation during the calendar year when the
                reduced
                or deferred amount would have been paid (in the absence of the reduction
                or deferral election).

            


    

    


    
      
        -8-

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)

            	
              "Applicable
                Excluded Amounts"
                means (i) any bonus payment not paid or payable pursuant to a formalized
                Incentive Compensation Plan or arrangement covering executives of
                the
                Company or an Affiliate, (ii) any payment, whether paid or payable
                before
                or after employment termination, pursuant to or in respect of any
                severance or change in control plan, arrangement, or agreement, including,
                without limitation, any Change of Control Agreement and (iii) any
                amount
                paid or payable under the Plan.

            


    

    


    
      	 	
              (d)

            	
              "Applicable
                Incentive Compensation"
                means
                the higher of the (i) aggregate
                maximum amounts which could be paid to the Participant pursuant to
                all
                Incentive Compensation Plans for the fiscal year or other measuring
                period
                which includes the occurrence of a Change of Control, or (ii) 
                aggregate maximum amounts which could be paid to the Participant
                pursuant
                to all Incentive Compensation Plans for the fiscal year or other
                measuring
                period which includes his Change of Control Termination, in either
                case
                assuming that he was continuously employed by the Company or an Affiliate
                on the terms and conditions, including, without limitation, the terms
                of
                the Incentive Compensation Plans, in effect immediately prior to
                the
                Change of Control or his Change of Control Termination, whichever
                applies,
                until the last day of that fiscal year or other measuring period.
                For
                purposes of this definition, amounts payable to the Participant pursuant
                to an Incentive Compensation Plan for the fiscal year or other measuring
                period which includes the Change of Control or his Change of Control
                Termination, as applicable (the "applicable year/period") shall not
                include amounts attributable to a fiscal year or other measuring
                period
                that commenced prior to the applicable year/period and that become
                payable
                during the applicable year/period.


            


    

    


    
      	 	
              (e)

            	
              "Change
                of Control Compensation"
                of a Change of Control Participant who undergoes a Change of Control
                Termination means the sum of his (i) Applicable Base Salary and (ii)
                Applicable Incentive Compensation. His Change of Control Compensation
                shall (i) not be reduced or otherwise affected by his Applicable
                Elective
                Amounts and (ii) in any event not include his Applicable Excluded
                Amounts.

            


    

    


    
      	 	
              (f)

            	
              "Incentive
                Compensation Plan"
                shall
                include all (i) Short-Term Incentive Compensation Plans and (ii)
                Long-Term
                Incentive Compensation Plans. However, an Incentive Compensation
                Plan in
                any event shall exclude (i) the Alltel Corporation Executive Deferred
                Compensation Plan, or any successor thereto, as in effect from time
                to
                time, (ii) the Alltel Corporation 1998 Management Deferred Compensation
                Plan, or any successor thereto, as in effect from time to time, (iii)
                an
                Excess Plan, (iv) any plan qualified or intended to be qualified
                under
                Section 401(a) of the Code and any plan supplementary thereto (including,
                without limitation, an Excess Plan), (v) any executive fringe benefits
                and
                (vi) any plan or arrangement under which stock, stock options, stock
                appreciation rights, restricted stock or similar options, stock or
                rights
                are issued.

            


    

    


    


    
      
        -9-

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

    VESTING

    


    


    
      	
              5.1

            	
              Vesting
                Requirements.
                A
                Participant must become vested to be entitled to receive a SERP Accrued
                Benefit. A Participant shall become "vested" in his SERP Accrued
                Benefit
                under any one of the following
                circumstances:

            


    

    


    (a) Attaining
      his Normal Retirement Date (under Section 5.2);

    (b) Attaining
      his Early Retirement Date (under Section 5.3); or

    (c) Attaining
      his Special Early Retirement Date (under Section 5.4).

    


    
      	
              5.2

            	
              Normal
                Retirement Date.
                A
                Participant shall attain his "Normal Retirement Date" upon the earlier
                to
                occur of the following:

            


    

    


    
      	 	
              (a)

            	
              Age
                65 + 5 Years.
                The Participant (i) is alive, (ii) is an Employee of the Company
                or an
                Affiliate, (iii) has five or more Years of Vesting Service (each
                of which
                were earned in a calendar year beginning after the date on which
                occurred
                the action of the Board designating him as a Participant in the Plan
                or
                Prior Plan) and (iv) has surpassed the last day of the calendar month
                of
                his 65th birthday; or 

            


    

    


    
      	 	
              (b)

            	
              Change
                of Control Termination.
                The Participant (i) is a Change of Control Participant, (ii) is alive,
                (iii) has attained his Early Retirement Date under Section 5.3 (other
                than
                by reason of his Change of Control Termination) and (iv) has undergone
                a
                Change of Control Termination. 

            


    

    


    
      	 	
              A
                Participant who dies while an Employee of the Company or an Affiliate,
                therefore, shall not be considered to have attained his Normal Retirement
                Date as a result thereof.

            


    

    


    
      	
              5.3

            	
              Early
                Retirement Date.
                If a Participant has not attained his Normal Retirement Date, he
                shall
                attain his "Early Retirement Date" on the earliest to occur of the
                following: 

            


    

    


    
      	 	
              (a)

            	
              Age
                55 + 20 Years.
                The Participant (i) is alive, (ii) is an Employee of the Company
                or an
                Affiliate, (iii) has 20 or more Years of Vesting Service and (iv)
                has
                surpassed the last day of the calendar month of his 55th
                birthday;

            


    

    


    
      	 	
              (b)

            	
              Age
                60 + 15 Years.
                The Participant (i) is alive, (ii) is an Employee of the Company
                or an
                Affiliate, (iii) has 15 or more Years of Vesting Service and (iv)
                has
                surpassed the last day of the calendar month of his 60th birthday;
                

            


    

    


    
      	 	
              (c)

            	
              Change
                of Control Termination.
                The Participant (i) is a Change of Control Participant, (ii) is alive
                and
                (iii) has undergone a Change of Control Termination;
                or

            


    

    


    
      	 	
              (d)

            	
              Death.
                The Participant dies while an Employee of the Company or an
                Affiliate.

            


    

    


    
      	
              5.4

            	
              Special
                Early Retirement Date.
                If a Participant is a Special Early Retirement Participant and has
                not
                attained his Normal Retirement Date, he shall attain his "Special
                Early
                Retirement Date" upon either of the following:


            


    

    


    
      	 	
              (a)

            	
              Age
                45 + 3 Years.
                The Participant (i) is designated by the Board as eligible for this
                subsection (as such Participant is listed in Schedule 2.13), (ii)
                is
                alive, (iii) is an Employee of the Company or an Affiliate, (iv)
                has
                surpassed the last day of the calendar month of his 45th birthday
                and (v)
                has three or more Years of Vesting Service (each of which were earned
                in a
                calendar year beginning after December 31, 2003);
                or

            


    

    


    
      	 	
              (b)

            	
              Age
                45 + 5 Years.
                The Participant (i) is designated by the Board as eligible for this
                subsection (as such Participant is listed in Schedule 2.13), (ii)
                is
                alive, (iii) is an Employee of the Company or an Affiliate, (iv)
                has
                surpassed the last day of the calendar month of his 45th birthday
                and (v)
                has five or more Years of Vesting

            


    

     

    
      
        -10-

      

      
        
        

        
          

        

      

      
        
        

      

    

           
      Service (each of which were earned in a calendar year beginning after his
      Participation Date).

     

    
      	 	
              A
                Participant who undergoes a Change of Control Termination or dies
                while an
                Employee of the Company or an Affiliate, therefore, shall not be
                considered to have attained his Special Early Retirement Date as
                a result
                thereof.

            


    

    


    
      	
              5.5

            	
              Non-Vested
                Termination.
                Upon
                a Participant’s termination of employment with the Company and all
                Affiliates before meeting any of the vesting requirements under Section
                5.1, he shall not receive any benefit from the Plan whatsoever. If
                a
                Participant is reemployed, he may receive credit for his prior Years
                of
                Vesting Service under Section 9.3.

            


    

    


    
      	
              5.6

            	
              Competition
                With Alltel.
                To
                the extent permitted by Section 409A of the Code, notwithstanding
                any
                other provision of the Plan, if the Retirement of a Participant occurs
                prior to his Early Retirement Date and prior to his 55th birthday,
                no
                benefits under the Plan with respect to the Participant shall be
                paid or
                payable with respect to any calendar month during which the Participant
                is
                in Competition with Alltel, and the Company shall be entitled to
                recover
                (including, without limitation, by offset against future benefits
                otherwise payable under the Plan) from the Participant the aggregate
                dollar amount of any benefits under the Plan paid to or with respect
                to
                the Participant with respect to any calendar month during which the
                Participant is in Competition With Alltel. (Benefits otherwise payable
                under the Plan shall resume for calendar months following the calendar
                month in which the Participant ceases to be in (and is not in) Competition
                with Alltel.) 

            


    

    


    
      	 	
              For
                purposes hereof, "Competition With Alltel" shall mean that, prior
                to his
                55th birthday, the Participant, directly or indirectly (whether as
                an
                officer, director, employee, sales representative, agent, principal,
                proprietor, consultant, advisor, partner, lender, investor or otherwise),
                engages in any aspect of the communications business in which the
                Company
                or any Affiliate is engaged as a material portion of its business
                or any
                other business in which the Company or any Affiliate is engaged as
                a
                material portion of its business; except that the foregoing provisions
                shall not prevent the Participant from owning, solely for investment
                purposes, up to five percent of the issued and outstanding capital
                stock
                of any publicly traded company, or serving on the board of directors
                of
                any company that the Chief Executive Officer of the Company approves,
                which approval shall not be unreasonably
                withheld.

            


    

    


    
      	
              5.7

            	
              Years
                of Vesting Service.
                With
                respect to a Participant, his "Years of Vesting Service" means the
                sum of
                the following years:

            


    

    


    
      	 	
              (a) 

            	
              For
                periods prior to January 1, 1989, each year of vesting service with
                which he was credited on December 31, 1988, if any, under the
                January 1, 1985 Restatement of the Pension Plan, as in effect on
                December 31, 1988; and 

            


    

    


    
      	 	
              (b) 

            	
              For
                periods after December 31, 1988, each calendar year in which the
                Participant completes at least 1,000 hours of service with the Company
                or
                an Affiliate (including only those hours of service completed with
                an
                Affiliate while it was an Affiliate with respect to the Company).
                For
                purposes of this subsection (b), hours of service shall be determined
                in
                accordance with Department of Labor Regulations
                Sections 2530.200b-2(a) and 2530.200b-3(e)(1)(iv) (under which an
                employee is credited with 190 hours of service for each month, as
                a
                calendar month, for which the employee would be credited with at
                least one
                hour of service under Department of Labor Regulation
                Sections 2530.200b-2). 

            


    

    


    
      	 	
              Notwithstanding
                the foregoing, the Participants listed in Schedule 5.7 shall be credited
                with additional Years of Vesting Service as indicated thereunder.
                

            


    

    


    
      
        -11-

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      VI  

    RETIREMENT
      BENEFIT

    


    
      	
              6.1

            	
              SERP
                Retirement
                Benefit.
                 If
                a Participant is vested under Article V as a result of attaining
                his
                Normal Retirement Date, Early Retirement Date or Special Early Retirement
                Date under Section 5.2, 5.3 or 5.4, then, upon his Retirement, he
                shall
                receive a monthly retirement benefit equal to 1/12 of his SERP Accrued
                Benefit (determined as of his Retirement Date or, if applicable,
                as
                thereafter may be reduced by Section 4.4), to be paid in the form
                provided
                under Section 6.2 and commencing as provided in Section
                6.3.

            


    

    


    
      	
              6.2

            	
              Form
                of Payments.
                A
                Participant’s retirement benefit amount under Section 6.1 shall be paid to
                him in the form of a monthly single life annuity, with the (i) first
                monthly payment paid as provided in Section 6.3 and (ii) last monthly
                payment paid for the calendar month of his death. If the Participant
                is
                deceased on the date that any specific monthly payment would otherwise
                be
                due to be paid to him under this Section 6.2 or Section 6.3, such
                payment
                shall be made to his surviving Spouse (or, if none, to the Participant's
                estate).

            


    

    


    
      	
              6.3

            	
              Commencement
                of Benefit.
                A
                Participant’s retirement benefit shall commence on the first day of the
                seventh month immediately following his Retirement. The foregoing
                first
                payment of his retirement benefit also shall include the amount (without
                interest) of the payments he would have received had his retirement
                benefit from the Plan begun on the first day of the first month following
                his Retirement. 

            


    

    


    
      	
              6.4

            	
              Spouse
                Post-Retirement Death Benefit.
                Upon the death of a Participant on or after the first day of the
                month
                after his Retirement, his surviving Spouse (if any) shall receive
                a
                post-retirement death benefit equal to 50% of the Participant's retirement
                benefit amount payable under Section 6.1. The foregoing post-retirement
                benefit amount shall be paid to the surviving Spouse in the form
                of a
                monthly single life annuity, with the (i) first monthly payment paid
                for
                the month after the month of the Participant's death and (ii) last
                monthly
                payment paid for the calendar month of the surviving Spouse's death.
                If
                the Participant dies without a surviving Spouse, no post-retirement
                death
                benefit shall be paid to any person. If the surviving Spouse is deceased
                on the date that any specific monthly payment would otherwise be
                due to be
                paid to the surviving Spouse under this Section 6.4, such payment
                shall be
                made to the surviving Spouse's
                estate.

            


    

    
      	 	 


      	
              6.5

            	
              Lump
                Sum for Small Benefit.
                Notwithstanding
                Section 6.2 or any other provision of this Article, if the Actuarially
                Equivalent amount of a Participant’s retirement benefit amount under
                Section 6.1 (including the value of the spousal post-retirement death
                benefit under Section 6.4, without regard to whether the Participant
                has a
                Spouse as of his Retirement Date or thereafter), calculated as a
                lump sum
                present value as of his Retirement Date, is under $20,000, his retirement
                benefit shall be paid to him in a lump sum
                payment equal to the amount thereof, to be paid (without interest) on
                the first day of the seventh month immediately following the month
                in
                which his Retirement occurs. The foregoing lump sum payment shall
                constitute full satisfaction by the Plan of any payment obligation
                of the
                Participant's retirement benefit (and post-retirement death benefit)
                under
                this Article and any preretirement death benefit under Article VII.
                If the
                Participant is deceased on the date that the lump sum payment would
                otherwise be due to be paid to him under this Section 6.5, such payment
                shall be made to his surviving Spouse (or, if none, to the Participant's
                estate).

            


    

    


    
      	
              6.6

            	
              Lump
                Sum for Change of Control Termination.
                Notwithstanding Section 6.2 or any other provision of this Article,
                if a
                Change of Control Participant undergoes a Change of Control Termination,
                his retirement benefit shall be paid to him in a lump sum payment
                equal to
                the Actuarially Equivalent amount of the Participant’s retirement benefit
                amount under Section 6.1 (including the value of the spousal
                post-retirement death benefit under Section 6.4, without regard to
                whether
                the Participant has a Spouse as of his Retirement Date or thereafter),
                calculated as a lump sum present value as of his Retirement Date,
                to be
                paid (without interest) on the first day of the seventh month immediately
                following the month in which his Retirement occurs. The foregoing
                lump sum
                payment shall constitute full satisfaction by the Plan of any payment
                obligation of the Participant's retirement benefit (and post-retirement
                death benefit) under this Article and any preretirement death benefit
                under Article VII. If the Participant is deceased on the date that
                the
                lump sum payment would otherwise be due to be paid to him under this
                Section 6.6, such payment shall be made to his surviving Spouse (or,
                if
                none, to the Participant's estate).

            


    

     

    
      
        
          -12-

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VII

    PRERETIREMENT
      DEATH BENEFIT

    


    


    
      	
              7.1

            	
              SERP
                Preretirement Death Benefit.
                If a Participant is vested under Article V as a result of attaining
                his
                Normal Retirement Date, Early Retirement Date or Special Early Retirement
                Date under Section 5.2, 5.3 or 5.4, then, upon his Preretirement
                Death,
                his surviving Spouse (if any) shall receive a monthly preretirement
                death
                benefit equal to 50% of 1/12 of his SERP Accrued Benefit (determined
                as of
                his Retirement Date or, if applicable, as thereafter may be reduced
                by
                Section 4.4), to be paid in the form provided under Section 7.2 and
                commencing as provided in Section 7.3. If the Participant dies without
                a
                surviving Spouse, no preretirement death benefit shall be paid to
                any
                person.

            


    

    


    
      	
              7.2

            	
              Form
                of Payments.
                A
                Participant’s preretirement death benefit amount under Section 7.1 shall
                be paid to his surviving Spouse in the form of a monthly single life
                annuity, with the (i) first monthly payment paid as provided in Section
                7.3 and (ii) last monthly payment paid for the calendar month of
                the
                surviving Spouse's death. If the surviving Spouse is deceased on
                the date
                that any specific monthly payment would otherwise be due to be paid
                to the
                surviving Spouse under this Section 7.2, such payment shall be made
                to the
                surviving Spouse's estate.

            


    

    


    
      	
              7.3

            	
              Commencement
                of Benefit.
                A
                Participant’s preretirement death benefit shall commence on the first day
                of the month immediately following his Preretirement Death.
                

            


    

    


    
      	
              7.4

            	
              Lump
                Sum for Small Benefit.
                Notwithstanding Section 7.2 or any other provision of this Article,
                if the
                Actuarially Equivalent amount of a Participant’s preretirement death
                benefit amount under Section 7.1, calculated as a lump sum present
                value
                as of the Participant's Retirement Date, is under $20,000, his
                preretirement death benefit shall be paid to his surviving Spouse
                in a
                lump sum payment equal to the amount thereof, to be paid on the first
                day
                of the month immediately following the month in which his Preretirement
                Death occurs. The foregoing lump sum payment shall constitute full
                satisfaction by the Plan of any payment obligation of the Participant's
                preretirement death benefit under this Article and any retirement
                benefit
                (and post-retirement death benefit) under Article VI. If the surviving
                Spouse is deceased on the date that the lump sum payment would otherwise
                be due to be paid to the surviving Spouse under this Section 7.4,
                such
                payment shall be made to the surviving Spouse's
                estate.

            


    

    


    
      
        -13-

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VIII  

    HEALTH
      AND DENTAL BENEFITS


     

    
      	
              8.1

            	
              Equivalent
                Benefits.
                Subject
                to Section 1.3, the Company shall provide to a retired Participant
                who
                receives a retirement benefit under Section 6.1, a spouse to whom
                the
                retired Participant is legally married (in this Article, his "spouse"),
                and the retired Participant's eligible dependents, and/or to a Spouse
                of a
                Participant who receives a post-retirement death benefit under Section
                6.4
                or a pre-retirement death benefit under Section 7.1, health and dental
                benefits equivalent to the health and dental benefits provided to
                active
                employees of the Company, spouses of active employees of the Company,
                and
                their eligible dependents under the health and dental plans of the
                Company
                (or, in the event the Company does not maintain such a plan or plans,
                another comparable plan or plans of an Affiliate), as in effect from
                time
                to time, and under any additional and/or supplemental plans provided
                to
                executives of the Company and their spouses and eligible dependents
                (or,
                in the event the Company does not maintain such a plan or plans,
                another
                comparable plan or plans of an Affiliate), as in effect from time
                to time
                (the "equivalent coverage"). For purposes of this Article VIII, eligible
                dependents shall be those dependents of the retired Participant,
                his
                spouse, or surviving Spouse, as applicable, that meet the requirements
                of
                the applicable coverage to be eligible for dependent
                coverage.

            


    

     

    
      	
              8.2

            	
              Coordination
                with Government Provided Coverage.
                Subject to any applicable legal requirements, the equivalent coverage
                may
                coordinate with any government provided coverage (with the government
                provided coverage as primary) to the extent that the government provided
                coverage is provided to the recipient without any requirement that
                the
                recipient pay any premium or make any contribution as a condition
                of
                receiving the government provided coverage and to the extent that
                the
                equivalent coverage (with coordination) and the government provided
                coverage provide coverage at least equal to the equivalent coverage
                (without coordination).

            


    

     

    
      	
              8.3

            	
              Coverage
                Period.
                The
                equivalent coverage shall be provided by the Company for the lifetime
                of
                the retired Participant, his spouse or surviving Spouse, as applicable.
                The equivalent coverage shall be provided by the Company without
                any
                requirement for the recipient thereof to pay any premium or contribution
                as a condition of receiving the coverage. The Company shall provide
                the
                equivalent coverage through its established plans in effect from
                time to
                time or through any other means, at the Company's option. The Participant,
                his spouse, surviving Spouse, and/or dependents shall provide reasonable
                cooperation to the Company in obtaining any insurance for the equivalent
                coverage that the Company desires to
                purchase.

            


    

     

    
      	
              8.4

            	
              Tax
                Gross-Up Payments on Equivalent Coverage.
                Subject
                to the provisions of Sections 1.3 and 8.5 through 8.8, if taxes are
                imposed on the retired Participant, his spouse, surviving Spouse,
                or
                dependents with respect to the equivalent coverage and/or benefits
                received under the equivalent coverage that are greater than the
                amount of
                taxes (if any) that would be imposed with respect to the equivalent
                coverage and/or benefits received under the equivalent coverage if
                it were
                received by an active employee (and/or spouses and dependents) of
                the
                Company or an Affiliate through a generally applicable plan or plans,
                the
                Company shall make additional cash payments to the retired Participant,
                his spouse, surviving Spouse, and/or dependents (a "Gross-Up Payment")
                in
                an amount equal to the additional taxes imposed on the retired
                Participant, his spouse, Surviving Spouse and/or dependents and an
                amount
                sufficient to pay the cumulative taxes (including any interest and
                penalties imposed with respect to such taxes) relating to the Gross-Up
                Payment so that the equivalent coverage and/or benefits received
                under the
                equivalent coverage received by the retired Participant, his spouse,
                Surviving Spouse and/or dependents pursuant to this Section 8.4 after
                reduction for taxes is an amount equal to the equivalent coverage
                and/or
                benefits if it were received by an active employee (and/or spouses
                and
                dependents) of the Company or an Affiliate through a generally applicable
                plan or plans after reduction for taxes (if any). Notwithstanding
                the
                foregoing or the other provisions of this Article VIII, to the extent
                that
                the Gross-Up Payment recipient would be entitled to a tax gross-up
                payment
                from the Company with respect to the equivalent coverage and/or benefits
                and/or Gross-Up Payment provided under this Section 8.4 under any
                other
                agreement, the Gross-Up Payment provisions of this Article VIII shall
                not
                apply

            


    

     

    
      	
              8.5

            	
              Tax
                Gross-Up Payment Calculations.
                All determinations required to be made with respect to the Tax Gross-Up
                Payments, including whether and when a Gross-Up Payment is required
                and
                the amount of such Gross-Up Payment and the assumptions to be utilized
                in
                arriving at the determination, shall be made by a nationally recognized
                certified   

            


    

     

    
      
        -14-

      

      
        
        

        
          

        

      

      
        
        

      

    

    public
      accounting firm designated by the Gross-Up
      Payment recipient (the "Accounting Firm") which shall provide detailed
      supporting calculations both to the Company and the Gross-Up Payment recipient
      within 30 days after the receipt of notice from the
      Gross-Up Payment recipient in accordance with Section 8.6, or such earlier
      time
      as is requested by the Company. All fees and expenses of the Accounting Firm
      shall be borne solely by the Company. Any Gross-Up Payment,
      as determined in accordance with this Section 8.5, shall be paid by the Company
      to the Gross-Up Payment recipient within five days after the
      receipt of the Accounting Firm's determination. If the Accounting Firm
      determines that no amount is payable by the Company to the Gross-Up Payment recipient, it shall so indicate to the Gross-Up
      Payment
      recipient in writing. Any determination by the Accounting Firm shall be binding
      upon the Company and the Gross-Up Payment recipient. As
      a result of uncertainty in the application of the Code at the time of the
      initial determination by the Accounting Firm, it is possible that
      Gross-Up Payments that the Company should have made
      will not have been made (an "Underpayment"), consistent with the calculations
      required to be made hereunder. In the event the Company
      exhausts its remedies in accordance with Section 8.5 and the Gross-Up Payment
      recipient thereafter is required to make a payment of any tax in respect of
      the
      claim, the Accounting Firm shall determine the amount
      of Underpayment that has occurred and the Underpayment shall be promptly paid
      by
      the Company to or for the benefit of the Gross-Up
      Payment recipient.

     

    
      	
              8.6

            	
              Submitting
                a Gross-Up Payment Claim.
                The Gross-Up Payment recipient shall notify the Company in writing
                of any
                claim by the Internal Revenue Service that, if successful, would
                require a
                Gross-Up Payment (that has not already been paid by the Company).
                The
                notification shall be given as soon as practicable but no later than
                ten
                business days after the Gross-Up Payment recipient is informed in
                writing
                of the claim and shall apprise the Company of the nature of the claim
                and
                the date on which the claim is requested to be paid. The Gross-Up
                Payment
                recipient shall not pay the claim prior to the expiration of the
                30-day
                period following the date on which the Gross-Up Payment recipient
                gives
                notice to the Company or any shorter period ending on the date that
                any
                payment of taxes with respect to the claim is
                due.

            


    

     

    
      	
              8.7

            	
              Challenging
                Tax Claims.
                If the Company notifies the Gross-Up Payment recipient in writing
                prior to
                the expiration of the 30-day period that it desires to contest the
                claim,
                the Gross-Up Payment recipient shall (i) give the Company any information
                reasonably requested by the Company relating to the claim, (ii) take
                any
                action in connection with contesting the claim as the Company shall
                reasonably request in writing from time to time, including, without
                limitation, accepting legal representation with respect to the claim
                by an
                attorney reasonably selected by the Company, (iii) cooperate with
                the
                Company in good faith in order effectively to contest the claim;
                and (iv)
                permit the Company to participate in any proceedings relating to
                the
                claim.

            


    

     

    
      	 	
              The
                Company shall bear and pay directly all costs and expenses (including
                additional interest and penalties) incurred in connection with the
                contest
                and shall indemnify and hold the Gross-Up Payment recipient harmless,
                on
                an after-tax basis, for any tax (including interest and penalties
                with
                respect thereto) imposed as a result of the representation and payment
                of
                costs and expenses. Without limitation of the foregoing provisions
                of this
                Section, the Company shall control all proceedings taken in connection
                with the contest and, at its sole option, may pursue or forego any
                and all
                administrative appeals, proceedings, hearings, and conferences with
                the
                taxing authority in respect of the claim and may, at its sole option
                either direct the Gross-Up Payment recipient to pay the tax claimed
                and
                sue for a refund or contest the claim in any permissible manner,
                and the
                Gross-Up Payment recipient agrees to prosecute the contest to a
                determination before any administrative tribunal, in a court of initial
                jurisdiction, and in one or more appellate courts, as the Company
                shall
                determine. If the Company directs the Gross-Up Payment recipient
                to pay
                the claim and sue for a refund, the Company shall advance the amount
                of
                the payment to the Gross-Up Payment recipient, on an interest-free
                basis,
                and shall indemnify and hold the Gross-Up Payment recipient harmless,
                on
                an after-tax basis from any tax (including interest or penalties
                with
                respect thereto) imposed with respect to the advance or with respect
                to
                any imputed income with respect to the advance; and any extension
                of the
                statute of limitations relating to payment of taxes for the taxable
                year
                of the Gross-Up Payment recipient with respect to which the contested
                amount is claimed to be due shall be limited solely to the contested
                amount. The Company's control of the contest shall be limited to
                issues
                with respect to which a Gross-Up Payment would be payable hereunder
                and
                the Gross-Up Payment recipient shall be entitled to settle or contest,
                as
                the case may be, any other issue raised by the Internal Revenue Service
                or
                any other taxing authority.

            


    

     

    
      
        -15-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.8

            	
              Company's
                Right to Tax Refunds.
                If, after the receipt by the Gross-Up Payment recipient of an amount
                advanced by the Company pursuant to paragraph Section 8.7, the Gross-Up
                Payment recipient becomes entitled to receive any refund with respect
                to
                the claim, the Gross-Up Payment recipient shall, subject to the Company's
                compliance with the provisions of Section 8.7, promptly pay to the
                Company
                the amount of the refund (together with any interest paid or credited
                thereon after taxes applicable thereto). If, after the receipt by
                the
                Gross-Up Payment recipient of an amount advanced by the Company pursuant
                to paragraph Section 8.7, a determination is made that the Gross-Up
                Payment recipient shall not be entitled to any refund with respect
                to the
                claim and the Company does not notify the Gross-Up Payment recipient
                in
                writing of its intent to contest the denial of refund prior to the
                expiration of 30 days after the determination, then the advance shall
                be
                forgiven and shall not be required to be repaid and the amount of
                the
                advance shall offset, to the extent thereof, the amount of Gross-Up
                Payment required to be paid.

            


    

     

    
      
        -16-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX

    SPECIAL
      PROVISIONS

    


    


    
      	
              9.1

            	
              Leaves
                of Absence.
                Years of Vesting Service shall include
                leaves of absence authorized by the Company and such other periods
                of
                employment as determined by the Committee.


            


    

    


    
      	
              9.2

            	
              Changes
                of Employment Status.
                If a Participant ceases to be an Eligible Executive as a result of
                a
                change in employment status, the Participant shall be suspended from
                participation in the Plan and shall therefore cease to accrue additional
                benefits after the effective date of such employment status change.
                Such
                Participant’s SERP Accrued Benefit shall be calculated as if he incurred a
                termination of employment on the date of the employment status
                change.

            


    

    


    
      	
              9.3

            	
              Reemployment.
                Upon a Participant’s non-vested termination of employment, his SERP
                Accrued Benefit and Years of Vesting Service shall be immediately
                forfeited. If the Participant is ever reemployed as an Employee eligible
                to participate in the Plan under Section 3.1, the Committee may,
                in its
                sole discretion, reinstate all or some of his SERP Accrued Benefit
                and
                Years of Vesting Service. 

            


    

    


    If
      a
      Participant was vested under Section 5.1 as of his termination of employment
      and
      he is ever reemployed and eligible to participate in the Plan under Section
      3.1,
      he shall participate in the Plan and continue to accrue increases to his SERP
      Accrued Benefit. If his retirement benefit has commenced, the Committee in
      its
      discretion may suspend the benefit to the extent permitted under Section 409A
      of
      the Code. In any event, upon subsequent retirement, his retirement benefit
      will
      be recalculated to take into account subsequent increases to his accrued benefit
      and previous retirement benefit payments.

    


    Notwithstanding
      the foregoing, in the case of a Participant who is reemployed and was a
      Grandfathered Participant, the Prior Plan as in existence on October 3, 2004
      shall exclusively govern such Participant’s benefit under the Prior Plan in all
      respects, including, but not limited to, the suspension or recommencement of
      such benefit under this Section 9.3. However, the Prior Plan as in effect on
      January 1, 2005 and the Plan hereunder shall exclusively govern any benefit
      accrued by such Participant for services performed on or after January 1, 2005,
      provided there shall be no duplication of benefits regarding the benefit of
      such
      Participant under the Prior Plan in existence on October 3, 2004 and the benefit
      under the Prior Plan in effect as of January 1, 2005 and the Plan hereunder.
      The
      Committee shall prescribe procedures for the calculation of benefits for such
      Participants. 

    


    
      	
              9.4

            	
              Delay
                and Acceleration of Payments.
                The Committee may, in its sole discretion, accelerate any payment
                to the
                extent such acceleration is permitted under Section 409A of the Code.
                The
                Committee may, in its sole discretion, delay payment of any amount
                to the
                extent such delay is permitted or required under Section 409A of
                the Code.
                For purposes of the Plan, the phrase "permitted or required by Section
                409A of the Code" shall mean that the action shall only be permitted
                to
                the extent it would not cause the SERP Accrued Benefit to be includible
                in
                the gross income of a Participant or Spouse under Section 409A(a)(1)
                of
                the Code. 

            


    

    


    
      
        -17-

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      X

    ADMINISTRATION
      AND FINANCING

    


    


    
      	
              10.1

            	
              Plan
                Administration.
                The Plan Administrator shall be the Company, except that any discretionary
                determination provided for in the Plan with respect to the timing,
                amount,
                or form of a Participant’s benefit under the Plan shall be made by the
                Committee. The Board may from time to time designate an individual
                or
                committee to carry out any duties or responsibilities of the Board
                hereunder (not including any duty or responsibility specifically
                charged
                to the Committee). If at any time there is no Committee, the Board
                shall
                have any duty or responsibility charged specifically to the Committee
                hereunder. Notwithstanding the foregoing, no person shall vote or
                take
                action on a matter solely with respect to his own Plan benefit.
                

            


    

    


    
      	
              10.2

            	
              Claims
                Procedures.
                If a Participant’s claim for benefits is denied (in whole or in part), he
                shall receive, within 90 days after receipt of the claim (180 if
                special
                circumstances apply), a written explanation from the Committee detailing
                the specific reasons for the denial, the specific references to the
                plan
                provisions on which the denial is based, a description of any additional
                information needed from him and why such information is required,
                and a
                description of the Plan’s appeal procedures, including applicable time
                limits and a statement of his right to bring a civil action under
                Section
                502(a) of ERISA.

            


    

    


    The
      Participant, or any person he may choose to represent him, may ask the Committee
      for a review of his denied claim within 60 days after his claim has been denied.
      His request, which must be in writing, should include the following information:
      The date the Participant submitted his original request for benefits, the
      specific portion of the denial notice that he wishes the Committee to review,
      the reason why he thinks his original request should be approved and any written
      material that he wishes the Committee to consider when reviewing his request.
      The Participant may also request that all documents, records and other
      information relevant to his claim be made available for his review. The
      Participant may submit information for review regardless of whether it was
      considered
      in
      the original claim review.

    


    The
      Committee or other named fiduciaries for appeals shall conduct a full and fair
      review of the claim and appeal and notify the Participant of its decision within
      60 days (120 if special circumstances apply). That decision shall be in writing
      and shall include the specific reasons and references to the pertinent Plan
      provisions on which the decision is based.

    


    
      	
              10.3

            	
              Committee
                Authority.
                The Committee shall have the full discretionary authority to interpret
                and
                construe the Plan, including the authority to make, amend, interpret,
                and
                enforce all appropriate rules and regulations for the administration
                of
                the Plan and otherwise decide or resolve any and all questions including
                interpretations of the Plan, including as otherwise provided under
                Section
                10.1. A majority vote of the Committee members shall control any
                decision.
                

            


      	 	 


    

    
      	
              10.4

            	
              Agents.
                The Committee may, from time to time, employ other agents and delegate
                to
                them such administrative duties as it sees fit, and may from time
                to time
                consult with counsel who may be counsel to the
                Company.

            


      	 	 


    

    
      	
              10.5

            	
              Binding
                Effect of Decisions.
                The decision or action of the Committee in respect of any question
                arising
                out of or in connection with the administration, interpretation and
                applica-tion of the Plan and the rules and regulations promulgated
                hereunder shall be final, conclusive and binding upon all persons
                having
                any interest in the Plan.

            


      	 	 


    

    
      
        	
                10.6

              	
                Indemnity
                  of Committee.
                  The Company shall indemnify and hold harmless the members of the
                  Committee
                  against any and all claims, loss, damage, expense or liability
                  arising
                  from any action or failure to act with respect to the Plan on account
                  of
                  such member’s service on the Committee except in the case of gross
                  negligence or willful misconduct.

              


      

      


      
        	
                10.7

              	
                ERISA
                  Top Hat Plan Unfunded Plan.
                  The Plan is an unfunded plan maintained primarily to provide deferred
                  compensation benefits for a select group of "management or highly
                  compensated employees" within the meaning of Sections 201(2), 301(a)(3),
                  and 401(a)(1) of ERISA, and therefore is exempt from the provisions
                  of
                  Parts 2, 3 and 4 of Title I of ERISA. Accordingly, to the extent
                  permitted
                  under Section 

              


      

    

     

    
      
        -18-

      

      
        
        

        
          

        

      

      
        
        

      

    

           
      409A of the Code, the Company or Participating Affiliate may terminate the
      Plan
      and make no further benefit payments, or remove certain employees as
      Participants if it is

          
       determined by the United States Department of Labor, a court of competent
      jurisdiction, or an opinion of counsel that the Plan constitutes an employee
      pension benefit plan 

           
      within the meaning of Section 3(2) of ERISA (as currently in effect or hereafter
      amended) which is not so exempt.

     

    
      	
              10.8

            	
              Company
                Obligation.
                The obligation to make benefit payments to any Participant under
                the Plan
                shall be an obligation solely of the Company or a Participating Affiliate
                with respect to the benefit receivable from the Company or a Participating
                Affiliate and shall not be an obligation of another
                company.

            


    

     

    
      	
              10.9

            	
              Interest
                of Participants.
                A
                Participant, his spouse and surviving Spouse shall have no legal
                or equitable rights, interest or claims in any property or assets
                of the
                Company or a Participating Affiliate, nor shall they be beneficiaries
                of,
                or have any rights, claims or interests in, any life insurance policies,
                annuity contracts or the proceeds therefrom owned or which may be
                acquired
                by the Company or a Participating Affiliate. Such policies or other
                assets
                shall not be held for the benefit of Participants and their spouses
                or
                surviving Spouses, or held in any way as collateral security for
                the
                fulfilling of the obligations of the Company or a Participating Affiliate
                under the Plan. Any and all of the assets of the Company and a
                Participating Affiliate shall be, and remain, the general, unpledged,
                unrestricted assets thereof. The Company and Participating Affiliate’s
                obligations under the Plan shall be that of an unfunded and unsecured
                promise to pay money in the future.
                The benefits payable under the Plan shall be paid by the Company
                from the
                general assets.

            


    

    


    
      	
              10.10

            	
              Trust
                Fund.
                The Company or a Participating Affiliate shall be responsible for
                the
                payment of all benefits provided under the Plan regarding a Participant
                employed by the Company or Participating Affiliate. The benefits
                payable
                under the Plan shall be paid by the Company from the general assets.
                At
                its discretion, the Company may establish one or more trusts, with
                such
                trustees as the Company may approve, for the purpose of providing
                for the
                payment of such benefits. Such trust or trusts may be irrevocable,
                but the
                assets thereof shall be subject to the claims of the Company or
                Participating Affiliate’s general creditors. To the extent any benefits
                provided under the Plan are actually paid from any such trust, the
                Company
                or Participating Affiliate shall have no further obligation with
                respect
                thereto, but to the extent not so paid, such benefits shall remain
                the
                obligation of, and shall be paid by, the Company or Participating
                Affiliate.

            


    

    


    
      
        -19-

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      XI  

    AMENDMENT
      AND TERMINATION

    


    


    
      	
              11.1

            	
              Amendment.
                The
                Board from time to time may amend, in whole or in part, any or all
                of the
                provisions of the Plan, effective as of any date specified in the
                action
                by the Board, except that no such action, other than an action that
                increases benefits provided by the Plan, taken by the Board on or
                after
                the date a Change of Control or Change of Control Termination has
                occurred
                with respect to a Participant or on or after the date on which a
                Participant's Special Early Retirement Date, Early Retirement Date
                or
                Normal Retirement Date, or death, as applicable, has occurred shall
                be
                effective with respect to the Participant (or the Participant’s surviving
                Spouse, or other person claiming through the Participant or surviving
                Spouse), unless the Participant (or the Participant's surviving Spouse
                or
                such other person) consents in writing thereto. Any action of the
                Board
                amending, suspending, or terminating the Plan shall be set forth
                in a
                written resolution of the Board. The Committee shall furnish a copy
                of the
                written resolution to each Participant affected thereby or person
                claiming
                benefits under the Plan through a Participant affected thereby as
                soon as
                practicable after the adoption of the resolution. To the extent permitted
                under Code Section 409A, and subject to the foregoing, any amendments
                may
                provide different benefits or amounts of benefits from those set
                forth
                hereunder.

            


    

    


    
      	
              11.2

            	
              Suspension,
                Termination.
                The Company may, in its sole discretion, suspend or terminate the
                Plan at
                any time, in whole or in part, as permitted under Section 409A of
                the
                Code.

            


    

    


    
      	
              11.3

            	
              Termination
                Upon a Change of Control.
                Without limiting Section 11.2, the Company may, in its sole discretion,
                terminate the Plan and distribute all benefits under the Plan to
                Participants and surviving Spouses in a lump sum payment within the
                30-day
                period preceding or during the 12-month period following a change
                in
                control of the Company as permitted under Section 409A of the Code.
                

            


    

     

    
      
        -20-

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    ARTICLE
      XII

    MISCELLANEOUS

    


    
      	
              12.1

            	
              Nonassignability.
                Neither a Participant nor any other person shall have any right to
                commute, sell, assign, transfer, pledge, anticipate, mortgage or
                otherwise
                encumber, transfer, hypothecate or convey in advance of actual receipt
                the
                amounts, if any, payable under the Plan, or any part thereof, which
                are,
                and all rights to which are, expressly declared to be unassignable
                and
                nontransferable. No part of the amounts payable shall, prior to actual
                payment, be subject to seizure or sequestration for the payment of
                any
                debts, judgments, alimony or separate maintenance owed by the Participant
                or any other person, nor be transferable by operation of law in the
                event
                of his or any other person’s bankruptcy or
                insolvency.

            


      	 	 


    

    
      	 	
              However,
                if, as a result of a divorce, a Participant is responsible for child
                support, alimony, or marital property rights payments, his benefit
                under
                the Plan may be assigned to meet those payments, if a qualifying
                domestic
                relations order has been issued for the Plan, as approved by the
                Committee.
                

            


    

    


    
      	
              12.2

            	
              Protective
                Provisions.
                A
                Participant will cooperate with the Company by furnishing any and
                all
                information requested by the Company in order to facilitate the payment
                of
                benefits hereunder, by taking such physical examinations as the Company
                may deem necessary and taking such other action as may be requested
                by the
                Company.

            


      	 	 


    

    
      	
              12.3

            	
              Gender
                and Number.
                Whenever any words are used herein in the masculine, they shall be
                construed as though they were used in the feminine and the neuter
                in all
                cases where they would so apply; and wherever any words are used
                herein in
                the singular or in the plural, they shall be construed as though
                they were
                used in the plural or the singular, as the case may be, in all cases
                where
                they would so apply.

            


      	 	 


    

    
      	
              12.4

            	
              Captions.
                The captions of the articles, sections and paragraphs of the Plan
                are for
                convenience only and shall not control or affect the meaning or
                construction of any of its provisions.

            


      	 	 


    

    
      	
              12.5

            	
              Governing
                Law.
                The provisions of the Plan shall be construed and interpreted according
                to
                the laws of the State of Delaware, except to the extent preempted
                by
                ERISA.

            


      	 	 


    

    
      	
              12.6

            	
              Validity.
                In case any provision of the Plan shall be held illegal or invalid
                for any
                reason, said illegality or invalidity shall not affect the remaining
                parts
                hereof, but the Plan shall be construed and enforced as if such illegal
                and invalid provision had never been inserted
                herein.

            


      	 	 


    

    
      	
              12.7

            	
              Notice.
                Any notice or filing required or permitted to be given to the Committee
                under the Plan shall be sufficient if in writing and hand delivered,
                or
                sent by registered or certi-fied mail to any member of the Committee
                or
                the Secretary of the Company. Such notice shall be deemed given as
                of the
                date of delivery or, if delivery is made by mail, as of the date
                shown on
                the postmark on the receipt for registration or certification. Mailed
                notice to the Committee shall be directed to the Company’s address. Mailed
                notice to a Participant or Spouse shall be directed to the individual’s
                last known address in the Company’s
                records.

            


      	 	 


    

    
      	
              12.8

            	
              Successors.
                The provisions of the Plan shall bind and inure to the benefit of
                the
                Company and a Participating Affiliate and its successors and assigns.
                The
                term successors as used herein shall include any corporate or other
                business entity which shall, whether by merger, consolidation, purchase
                or
                otherwise, acquire all or substantially all of the business and assets
                of
                the Company or a Participating Affiliate, and successors of any such
                corporation or other business
                entity.

            


    

    


    
      	
              12.9

            	
              Withholding.
                The Company shall withhold from payments made hereunder to any Participant
                or Spouse any taxes required to be withheld from such payments under
                federal, state or local law. 

            


      	 	 


    

    
      
        	
                12.10

              	
                Payment
                  to Guardian.
                  If a Plan benefit is payable to a person declared incompetent or
                  to a
                  person incapable of handling the disposition of property, the Committee
                  may direct payment of such Plan benefit to the legal repre-sentative
                  or
                  person having the care and custody of such incompetent or person.
                  The
                  Committee may require proof of incom-petency or incapacity as it
                  may deem
                  appropriate prior to 

              


      

       

      
        
          -21-

        

        
          
          

          
            

          

        

        
          
          

        

      

             distribution
        of the Plan benefit. Such distribution shall completely discharge the Company
        and Participating Affiliate from all liability with respect to such
        benefit.

       

      
        	
                12.11

              	
                Release.
                  Notwithstanding any provision of the Plan, neither the Company
                  nor any
                  Affiliate shall be obligated to make payment of any benefit to
                  a
                  Participant under the Plan unless such Participant first executes
                  a
                  release, in a form provided by the Company, of all current claims,
                  known
                  or unknown, against the Company, its Affiliates, its officers,
                  directors,
                  shareholders, employees and agents arising on or before the date
                  of the
                  release, including but not limited to all claims arising out of
                  his
                  employment with the Company or its Affiliates or the termination
                  of such
                  employment, and to the extent such payment is subject to the seven-day
                  revocation period prescribed by the Age Discrimination in Employment
                  Act
                  of 1967, as amended, or to any similar revocation period in effect
                  on the
                  date of termination of his employment, such revocation period has
                  expired.

              


        	 	 


      

    

    
      	
              12.12

            	
              Miscellaneous
                Employment.
                The
                establishment of the Plan does not give a Participant the legal right
                to
                continued employment with the Company or an Affiliate. Further, a
                Participant’s eligibility or his right to benefits under the Plan should
                not be interpreted as any guarantee of
                employment.

            


      	 	 


    

    
      
        	
                12.13

              	
                Acceptance
                  of Benefits.
                  By accepting any benefits under the Plan, each Participant and
                  each person
                  claiming under or through any such Participant shall be conclusively
                  deemed to have indicated their acceptance and ratification of,
                  and consent
                  to, all of the terms and conditions of the Plan and any action
                  taken under
                  the Plan by the Committee, Board or the Company, in any case in
                  accordance
                  with the terms and conditions of the
                  Plan.

              


      

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      



    ARTICLE
      XIII

    PRIOR
      PLAN

     

    
      	
              13.1

            	
              Grandfathered
                Participant.
                The Prior Plan as in existence on October 3, 2004 shall exclusively
                govern
                the benefits payable to any participant of the Prior Plan who was
                vested
                as of December 31, 2004, ceased to be an Employee prior to January
                1, 2005
                and otherwise accrued no further benefit under the Prior Plan after
                December 31, 2004 (a "Grandfathered Participant"). A Grandfathered
                Participant, therefore, includes an individual who was in pay status
                under
                the Prior Plan as of December 31, 2004 or who ceased to be an Employee
                prior to January 1, 2005 and who was entitled to a vested benefit
                under
                the Prior Plan (even if the benefit had not begun by December 31,
                2004).
                The Prior Plan as in existence on October 3, 2004 has not been modified
                with respect to any Grandfathered Participant. Accordingly, pursuant
                to
                the foregoing, the Prior Plan as in existence on October 3, 2004
                shall
                continue to apply by its terms to each Grandfathered Participant,
                without
                regard to any provision of Section 409A of the Code.
                

            


    

    


    
      	
              13.2

            	
              Interim
                Participant.
                The Prior Plan as amended after October 3, 2004 shall govern the
                benefits
                payable to each Participant of the Prior Plan who was an Employee
                at any
                time on or after January 1, 2005 but not on and after the Restatement
                Effective Date (an "Interim Participant"). An Interim Participant,
                therefore, includes an individual who received his entire benefit
                under
                the Prior Plan before the Restatement Effective Date or who ceased
                to be
                an Employee prior to the Restatement Effective Date and who was entitled
                to a vested benefit under the Prior Plan (even if the benefit had
                not
                begun by the Restatement Effective Date). The Prior Plan has not
                been
                modified with respect to any Interim Participant. Accordingly, pursuant
                to
                the foregoing, the Prior Plan shall apply exclusively to each Interim
                Participant and the Plan hereunder shall not apply to the benefit
                of the
                Interim Participant (except as provided by Section
                13.3).

            


    

    


    
      	
              13.3

            	
              Prior
                Plan, Retroactive Section 409A Amendment.
                The Company's adoption of the Plan hereunder shall be considered
                an
                amendment to the Prior Plan as in effect on January 1, 2005, to be
                effective as of January 1, 2005, to comply with Section 409A of the
                Code
                with respect to any Participant of the Plan hereunder who was a
                participant of the Prior Plan and an Employee at any time on or after
                January 1, 2005 (a "Prior Plan Participant").


            


    

    


    
      	 	
              The
                foregoing amendment to the Prior Plan regarding a Prior Plan Participant
                shall include compliance with Code Section 409A in the manner provided
                under Section 1.3 and any other Section of the Plan which refers
                to Code
                Section 409A. Further, the foregoing amendment shall include compliance
                with any other provision of the Plan which effects compliance with
                Code
                Section 409A, including but not limited to Section 6.3 regarding
                payment
                or retirement benefits following six months after separation from
                service
                under Code Section 409A. 

            


    

    


    
      	 	
              The
                foregoing amendment to the Prior Plan to effect compliance with Code
                Section 409A, as applicable solely to a Prior Plan Participant, therefore,
                shall not include a Grandfathered Participant. The Prior Plan as
                in
                existence on October 3, 2004 shall not be considered amended to comply
                with Code Section 409A for any Grandfathered Participant and, therefore,
                the provisions of such Prior Plan shall hereafter continue to apply
                to
                each Grandfathered Participant in the manner provided under Section
                13.1.
                

            


    

    


    


    



    
      
        -23-

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, Alltel Corporation has caused this instrument to be executed
      by
      its duly authorized officer on this 1st day of  November,
      2006.

    


    


    ALLTEL
      CORPORATION

    


    


    By: /s/
      Scott T. Ford      

          
      Scott T. Ford

          
      President and Chief Executive Officer

     

    -24-