Exhibit 10(1)(2)


 


AMENDMENT NO. 1


TO


ALLTEL CORPORATION PROFIT-SHARING PLAN


(January 1, 2002 Restatement)


 


WHEREAS, ALLTEL
Corporation (the “Company”) maintains the ALLTEL Corporation Profit-Sharing
Plan, as amended and restated effective January 1, 2001, (the “Plan”); and


 


WHEREAS, the
Company desires further to amend the Plan;


 


NOW, THEREFORE,
the Company hereby amends the Plan in the respects hereinafter set forth.


 


                      1.  Effective as of January 5, 2002, Appendix B
of the Plan is amended by adding a new subsection (gg) at the end thereof
to provide as follows:


 


(gg)                                    For
an Employee who was an employee of Euronet USA, Inc. or EFT Network Services,
LLC d/b/a DASH Network (“Euronet”) immediately prior to January 5, 2002, and
became an Employee on January 5, 2002, the Employee’s period or periods of
employment with Euronet prior to January 5, 2002.  Notwithstanding the immediately preceding sentence or any other
provision of the Plan, including this Appendix B, the Employee’s period or
periods of employment with Euronet prior to January 5, 2002 shall not be
counted as Years of Eligibility Service for determining whether the Employee is
a Participant who is eligible to receive an allocation of forfeitures pursuant
to Section 13.03 for the Plan Year ending December 31, 2002.


 


                      2.  Effective as of October 31, 2002, Appendix B
of the Plan is amended by adding a new subsection (hh) at the end thereof
to provide as follows:


 


(hh)                                     For
an Employee who was an employee of Accenture LLP (“Accenture”) immediately
prior to October 31, 2002, and became an Employee on October 31, 2002, the
Employee’s period or periods of employment with Accenture prior to October 31,
2002.  Notwithstanding the immediately
preceding sentence or any other provision of the Plan, including this Appendix
B, the Employee’s period or periods of employment with Accenture prior to
October 31, 2002 shall not be counted as Years of Eligibility Service for
determining whether the Employee is a Participant who is eligible to receive an
allocation of forfeitures pursuant to Section 13.03 for the Plan Year ending
December 31, 2002.


 


                      3.  Effective as of January 1, 2002, Section
9.04 of the Plan is amended by adding a new subsection (f) at the end
thereof to provide as follows:


 

















 


(f)                                                Notwithstanding
any other provision of the Plan, including subsection (a) of this Section 9.04,
the following shall apply:


 


(1)                                  For
an Employee who was an employee of Accucomm Telecommunications Inc.
(“Accucomm”) immediately prior to January 7, 2002, and became an Employee on
January 7, 2002, the Employee’s period or periods of employment with Accucomm
prior to January 7, 2002 shall not be counted as Years of Eligibility Service
for determining whether the Employee is a Participant who is eligible to
receive an allocation of forfeitures pursuant to Section 13.03 for the Plan
Year ending December 31, 2002.


 


(2)                                  For
an Employee who was an employee of CenturyTel, Inc. (“CenturyTel”) immediately
prior to August 1, 2002, and became an Employee on August 1, 2002, the
Employee’s period or periods of employment with CenturyTel prior to August 1,
2002 shall not be counted as Years of Eligibility Service for determining
whether the Employee is a Participant who is eligible to receive an allocation
of forfeitures pursuant to Section 13.03 for the Plan Year ending December 31,
2002.


 


                      4.  Effective as of January 5, 2002, Appendix C
of the Plan is amended by adding a new subsection (gg) at the end thereof
to provide as follows:


 


(gg)                                    For
an Employee who was an employee of Euronet USA, Inc. or EFT Network Services,
LLC d/b/a DASH Network (“Euronet”) immediately prior to January 5, 2002, and
became an Employee on January 5, 2002, the Employee’s period or periods of
employment with Euronet prior to January 5, 2002.


 


                      5.  Effective as of October 31, 2002, Appendix C
of the Plan is amended by adding a new subsection (hh) at the end thereof
to provide as follows:


 


(hh)                                     For
an Employee who was an employee of Accenture LLP (“Accenture”) immediately
prior to October 31, 2002, and became an Employee on October 31, 2002, the
Employee’s period or periods of employment with Accenture prior to October 31,
2002.


 


                      6.  Effective as of January 5, 2002, Appendix D
of the Plan is amended by adding subsection (b) at the end thereof to
provide as follows:


 


(b)                                           Each person who


 


(i)                                                  was an active employee of Euronet USA or
EFT Network Services, LLC d/b/a DASH Network and became an Employee on January
5, 2002;


 


2

















 


(ii)                                               met the eligibility requirements to
become a Par­ticipant on or before the last day of the 2002 Plan Year; and


 


(iii)                                           is not otherwise eligible for an
allocation of Employer Contribution for the 2002 Plan Year under
Section 13.04;


 


shall receive an allocation of
Employer Contribution for the 2002 Plan Year as provided in this Appendix D.


7.  Effective as of January 7, 2002, Appendix D
of the Plan is amended by adding subsection (c) at the end thereof to
provide as follows:


 


(c)                                            Each person who


 


(i)                                                  was an active employee of Accucomm
Telecommunications Inc. and became an Employee on January 7, 2002;


 


(ii)                                              met
the eligibility requirements to become a Par­ticipant on or before the last day
of the 2002 Plan Year; and


 


(iii)                                           is not otherwise eligible for an
allocation of Employer Contribution for the 2002 Plan Year under
Section 13.04;


 


shall receive an allocation of
Employer Contribution for the 2002 Plan Year as provided in this Appendix D.


8.  Effective as of August 1, 2002, Appendix D
of the Plan is amended by adding subsection (d) at the end thereof to
provide as follows:


 


(d)                                           Each person who


 


(i)                                                  was an active employee of CenturyTel,
Inc. and became an Employee on August 1, 2002 or pursuant to the Purchase
Agreement between CenturyTel, Inc. and ALLTEL effective July 31, 2002;


 


(ii)                                              met
the eligibility requirements to become a Par­ticipant on or before the last day
of the 2002 Plan Year; and


 


(iii)                                           is not otherwise eligible for an
allocation of Employer Contribution for the 2002 Plan Year under
Section 13.04;


 


shall receive an allocation of
Employer Contribution for the 2002 Plan Year as provided in this Appendix D.


3

















 


9.  Effective as of August 1, 2002, Appendix D
of the Plan is amended by adding subsection (e) at the end thereof to
provide as follows:


 


(e)                                            Each person who


 


(i)                                                  was an active employee of Verizon South
Inc. and became an Employee on August 1, 2002;


 


(ii)                                              met
the eligibility requirements to become a Par­ticipant on or before the last day
of the 2002 Plan Year; and


 


(iii)                                           is not otherwise eligible for an allocation
of Employer Contribution for the 2002 Plan Year under Section 13.04;


 


shall receive an allocation of
Employer Contribution for the 2002 Plan Year as provided in this Appendix D.


10.  Effective as of June 17, 2002, Appendix D of
the Plan is amended by adding subsection (f) at the end thereof to provide
as follows:


 


(f)                                              Each person who


 


(i)                                                  was an active employee of Harris Trust
Savings Bank and became an Employee on June 17, 2002;


 


(ii)                                              met
the eligibility requirements to become a Par­ticipant on or before the last day
of the 2002 Plan Year; and


 


(iii)                                           is not otherwise eligible for an
allocation of Employer Contribution for the 2002 Plan Year under
Section 13.04;


 


shall receive an allocation of
Employer Contribution for the 2002 Plan Year as provided in this Appendix D.


11.  Effective as of October 31, 2002, Appendix D
of the Plan is amended by adding subsection (g) at the end thereof to
provide as follows:


 


(g)                                           Each person who


 


(i)                                                  was an active employee of Accenture LLP
and became an Employee on August 1, 2002;


 


(ii)                                              met
the eligibility requirements to become a Par­ticipant on or before the last day
of the 2002 Plan Year; and


 


(iii)                                           is not otherwise eligible for an
allocation of Employer Contribution for the 2002 Plan Year under
Section 13.04;


 


4

















 


shall receive an allocation of
Employer Contribution for the 2002 Plan Year as provided in this Appendix D.


 


                IN WITNESS WHEREOF, the Company,
by its duly authorized officer, has caused this Amendment to be executed on
this 14 day of March, 2003.


 


 


	
   

  	
  ALLTEL CORPORATION

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Scott T. Ford

  	 

	
   

  	
   

  	
  Title:

  	
  President & CEO

  
					



 


5