Exhibit
10(f)(11)


 


ALLTEL
CORPORATION


 


Resolutions of the Board of Directors


October 22, 1998


 


Re: 
Amendments to 1998 Management


Deferred Compensation Plan


 


WHEREAS, the Board of Directors of ALLTEL
Corporation (“ALLTEL”) adopted the ALLTEL Corporation 1998 Management Deferred
Compensation Plan (the “Plan”), effective June 23, 1998; and


 


WHEREAS, the Board of Directors deems it
desirable to make certain amendments to the Plan;


 


NOW THEREFORE, BE IT RESOLVED, that the Plan is hereby amended,
effective as of October 22, 1998, as follows:


 


1.  Section 2.1 is amended to provide as
follows:


 


2.1.          Eligibility.  It is the intent of the Corporation to
extend eligibility for the Plan only to those Employees who comprise a select
group of management or highly compensated employees, such that the Plan will
qualify for treatment as “top hat” plan under ERISA. The CEO shall be an
Eligible Employee for each Year that begins after December 31, 1998.  Eligible Employees for each Year that begins
after December 31, 1998, other than the CEO, shall be those Employees
designated in writing by the CEO in his sole and absolute discretion but taking
into account the limitation set forth in the immediately preceding sentence.
Eligible Employees for any given Year, other than the CEO, shall be designated
in writing by the CEO not later than August 15th of the immediately preceding
Year and shall be notified in writing of their eligibility by the Corporation
not later than September 1st of the immediately preceding Year, except that with
respect to an Employee who has never been an Eligible Employee:


 


(a)           The CEO may in writing designate that
Employee as an Eligible Employee for a given Year that begins after December
31, 1998 during that Year;


 


(b)           The CEO may in writing designate that
Employee as an Eligible Employee at any time during the current Year for an
immediately succeeding Year that begins after December 31, 1998; and


 


(c)           The Corporation shall notify that
Employee of his eligibility within ten (10) days after his designation as an
Eligible Employee.


 


No Employee shall
have the right to be designated by the CEO as an Eligible Employee, and no
Employee who has been designated as an Eligible Employee for any Year shall
have the right to be designated as Eligible Employee for any future Year.  An Eligible Employee for a given Year shall
be entitled to elect to defer the payment of a portion of his Compensation for
that Year in accordance with Section 2.2.


 

















 


2.  Section 2.3 is amended to provide as
follows:


 


2.3.                              Deferral Election.  Eligible
Employees shall make their elections under the Plan with


 respect to deferral of Salary not later than
December 15th of the Year immediately preceding the Deferral Year,
and Eligible Employees shall make their elections under the Plan with respect
to deferral of Incentive Compensation and Long-Term Incentive Compensation not
later than September 30th of the Year immediately preceding the
Deferral Year, except that:


 


(a)           In the case of a person who first
becomes an Eligible Employee during a Year and is designated by the CEO as an
Eligible Employee for the Year in which he becomes an Eligible Employee, the
Eligible Employee may make an election with respect to deferral of Salary for
the current Year attributable to services performed subsequent to his election
not later than thirty (30) days after becoming an Eligible Employee;


 


(b)           In the case of a person who first
becomes an Eligible Employee between August 16th and December 31st
(inclusive) of a Year, and is designated by the CEO as an Eligible Employee for
the immediately succeeding Year, the Eligible Employee may make an election
with respect to deferral of Salary for the immediately succeeding Year
attributable to services performed subsequent to his election not later than
the later of thirty (30) days after becoming an  Eligible Employee or December 15th of the Year
immediately preceding the Deferral Year; and


 


(c)           In the case of a person who first
becomes an Eligible Employee between August 16th and December 31st
(inclusive) of a Year and is designated by the CEO as an Eligible Employee for
the immediately succeeding Year, the Eligible Employee may make elections with
respect to deferral of Incentive Compensation and Long-Term Incentive
Compensation not later than the later of thirty (30) days after becoming an
Eligible Employee or December 31st of the Year immediately preceding
the Deferral Year.


 


In any case in
which no election with respect to deferral of Compensation by an Eligible
Employee is provided for under the foregoing provisions of this Section 2.3,
there shall be no deferral under the Plan with respect to that Compensation.
All deferral elections shall be made by the Eligible Employee delivering to the
Corporation a properly executed, written “Deferral Election Form” in the form prescribed
from time to time by the Corporation, which shall be irrevocable after delivery
to the Corporation, and on which the following elections shall be made:


 


(a)           The percentage of each eligible
component of Compensation to be deferred for the Year in accordance with
Section 2.2; and


 


(b)           The deferral period in the event of
the Participant’s Retirement in accordance with Section 2.4.


 


Each Deferral
Election Form for a Deferral Year shall require that the deferral period in the
event of the Participant’s Retirement in accordance with Section 2.4 shall be
the same with respect to each eligible component of Compensation to be deferred
for the Year in accordance with Section 2.2. 
The amount of Compensation (if any) elected to be deferred by a
Participant


 


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under the Plan for
a Deferral Year shall not be paid to or otherwise made available to the
Participant, his Beneficiary, or any other person claiming through the
Participant other than as set forth in the Plan.


 


RESOLVED FURTHER, that the officers of ALLTEL be, and
each of them hereby is, authorized and directed, for and on behalf of ALLTEL,
to take all actions and to execute all documents as they deem necessary or
appropriate to render effective and otherwise to fully carry out the intent and
purposes of the foregoing resolutions and the transactions contemplated
thereby.


 


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