Exhibit 10(k)(3)


 


AMENDMENT NO. 2

TO

ALLTEL CORPORATION PENSION PLAN

(January 1, 2001 Restatement)


WHEREAS,
ALLTEL Corporation (the “Company”) maintains the ALLTEL Corporation Pension
Plan, as amended and restated effective as of January 1, 2001, and as subsequently
amended, (the “Plan”); and


WHEREAS,
the Company desires further to amend the Plan;


NOW
THEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan, effective
as set forth herein, in the respects hereinafter set forth:


1.     Effective
as of August 1, 2002, subparagraph (i) of paragraph (b) of Section 8.2 of
Appendix OO to the Plan is amended by adding at the end thereof the following:


For an
Employee who is described in Section 8.1 and to whom subsection (a) of Section
7.7 of this Appendix OO applies, subsection (a) of Section 7.7 of this Appendix
OO shall be applied by taking into account amounts earned after December 31,
2002 in determining the Employee’s “Total Monthly Compensation” (as defined in
and used for purposes of Article XXII of the Former Plan).


2.     Effective
as of May 20, 2002, Table 1, Pension Band Classifications (Effective October
16, 2001) of Appendix MM of the Plan is amended by replacing the Pension Band
of the Small Systems Technician to the following:




	
  Job Classification

  	
   

  	
  Pension Band

  
	
   

  	
   

  	
   

  
	
  Small Systems Technician

  	
   

  	
  12

  (13 effective 05/01/02)

  (16 effective 05/20/02)

  
	
   

  	
   

  	
   

  






3.     Effective
immediately following execution of an amendment to the ALLTEL Corporation
Profit-Sharing Plan (the “PSP”) to exclude periods of employment with Accucomm
Telecommunications Inc. prior to January 7, 2002 from counting as years of
eligibility service under the PSP for determining eligibility to receive an
allocation of forfeitures under the PSP for plan year 2002, Section 13 of
the Plan is amended by adding the following Section 13.39 thereto:


13.39                       Employees
of Accucomm Telecommunications Inc.


(a)                                  Effective Date — January 7,
2002.


(b)                                 Account - None.

















 


(c)                                  Minimum Normal
Retirement Pension - None.


(d)                                 Minimum Early
Retirement Pension - None.


(e)                                  Minimum
Disability Retirement Pension - None.


(f)                                    Minimum
Deferred Vested Pension - None.


(g)                                 Minimum Death
Benefit - None.


(h)                                 Prior Plan
Offset - Not Applicable.


(i)                                     Provision
Relative to Section 401(a)(12) of the Code - Not Applicable.


(j)                                     Miscellaneous - See
APPENDIX PP - SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES OF
ACCUCOMM TELECOMMUNICATIONS INC., which follows immediately hereafter.


 


APPENDIX PP

SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES

OF

ACCUCOMM TELECOMMUNICATIONS INC.


Effective as of January 7, 2002, certain employees of
Accucomm Telecommunications Inc.  became employees of the Controlled Group.


Notwithstanding any other provision of the Plan, effective
January 7, 2002, the Plan is modified as set forth below with respect to active
employees of Accucomm Telecommunications Inc. who became employees of the
Controlled Group on January 7, 2002.


A.            Section 1.07
is modified by adding to the definition thereof the following:


                                                1.07PP                    “Basic
Compensation” shall include only amounts earned on and after January 7, 2002.


B.            Section 1.14
is modified by adding to the definition thereof the following:


                                                1.14PP                    “Compensation”
shall include only amounts earned after on and after January 7, 2002.


C.            Section 1.37(g)
is modified as follows:


                                                1.37(g)PP               Vesting
Service


 


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(a)                                  A
Participant’s eligibility for benefits under the Plan shall be determined by
his period of Vesting Service, in accordance with the following:


(i)                                     Service Prior to January 7, 2002:  An Employee’s period(s) of employment with
Accucomm Telecommunications Inc. prior to January 7, 2002, shall be counted as
Vesting Service to the extent that such periods would have counted under the
Plan if such employment had been with the Company.


(ii)                                  Service From and After January 7,
2002:  In accordance with the provisions
of Section 1.37(g).


(iii)                               Notwithstanding any other provision of
the Plan, there shall be no duplication of Vesting Service (or Vesting Years of
Service) by reason of any restoration of, crediting of, or granting of service
in respect of any single period or otherwise.


D.            Section 1.37(d)
is modified as follows:


                                                1.37(d)PP               Benefit
Service


(a)                                  The amount of
the benefit payable to or on behalf of a Participant shall be determined on the
basis of his Benefit Service, in accordance with the following:


(i)                                     Benefit Service Prior to January 7,
2002:  None.


(ii)                                  Benefit Service From and After January 7,
2002:  In accordance with the provisions
of Section 1.37(d).


E.             Section 1.37(f)
is modified as follows:


                                                1.37(f)PP                Eligibility
Year of Service


(a)                                  A
Participant’s Eligibility Years of Service under the Plan shall be determined
in accordance with the following:


(i)                                     Service Prior to January 7, 2002:  An Employee’s period(s) of employment with
Accucomm Telecommunications Inc. prior to January 7, 2002, shall be counted as
Eligibility Years of Service to the extent that such periods would have counted
under the Plan if such employment had been with the Company.


(ii)                                  Service From and After January 7, 2002:  In accordance with the provisions of
Section 1.37(f).


 


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(iii)                               Notwithstanding any other provision of
the Plan, there shall be no duplication of Eligibility Years of Service under
the Plan by reason of any restoration of, crediting of, or granting of service
in respect of any single period or otherwise.


4.     Effective
immediately following execution of an amendment to the ALLTEL Corporation
Profit-Sharing Plan (the “PSP”) to exclude periods of employment with
CenturyTel, Inc. prior to August 1, 2002 from counting as years of eligibility
service under the PSP for determining eligibility to receive an allocation of
forfeitures under the PSP for plan year 2002, Section 13 of the Plan is
amended by adding the following Section 13.40 thereto:


13.40       Employees of CenturyTel, Inc.


(a)                                  Effective Date — August 1,
2002.


(b)                                 Account - None.


(c)                                  Minimum Normal
Retirement Pension - None.


(d)                                 Minimum Early
Retirement Pension - None.


(e)                                  Minimum
Disability Retirement Pension - None.


(f)                                    Minimum
Deferred Vested Pension - None.


(g)                                 Minimum Death
Benefit - None.


(h)                                 Prior Plan
Offset - Not Applicable.


(i)                                     Provision
Relative to Section 401(a)(12) of the Code - Not Applicable.


(j)                                     Miscellaneous - See
APPENDIX QQ - SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES OF
CENTURYTEL, INC., which follows immediately hereafter.


 


APPENDIX QQ

SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES

OF

CENTURYTEL, INC.


Effective as of August 1, 2002, certain employees of
CenturyTel, Inc. became employees of the Controlled Group.  Certain employees of CenturyTel, Inc. became
employees after August 1, 2002, however, to the extent they transferred
employment pursuant to the Purchase Agreement, between CeturyTel, Inc. and
ALLTEL effective 


 


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July 31, 2002, the special provisions of this section shall
apply by substituting the date of their transfer of employment for August 1,
2002.


Notwithstanding any other provision of the Plan, effective
August 1, 2002, the Plan is modified as set forth below with respect to active
employees of CenturyTel, Inc. who became employees of the Controlled Group on
August 1, 2002.


A.            Section 1.07
is modified by adding to the definition thereof the following:


                                                1.07QQ                   “Basic
Compensation” shall include only amounts earned on or after August 1, 2002.


B.            Section 1.14
is modified by adding to the definition thereof the following:


                                                1.14QQ                   “Compensation”
shall include only amounts earned on or after August 1, 2002.


C.            Section 1.37(g)
is modified as follows:


                                                1.37(g)QQ              Vesting
Service


(a)                                  A
Participant’s eligibility for benefits under the Plan shall be determined by
his period of Vesting Service, in accordance with the following:


(i)                                     Service Prior to August 1, 2002:  An Employee’s period(s) of employment with
CenturyTel, Inc. prior to August 1, 2002, shall be counted as Vesting Service
to the extent that such periods would have counted under the Plan if such
employment had been with the Company.


(ii)                                  Service From and After August 1, 2002:  In accordance with the provisions of
Section 1.37(g).


(iii)                               Notwithstanding any other provision of
the Plan, there shall be no duplication of Vesting Service (or Vesting Years of
Service) by reason of any restoration of, crediting of, or granting of service
in respect of any single period or otherwise.


D.            Section 1.37(d)
is modified as follows:


                                                1.37(d)QQ              Benefit
Service


(a)                                  The amount of
the benefit payable to or on behalf of a Participant shall be determined on the
basis of his Benefit Service, in accordance with the following:


 


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(i)                                     Benefit Service Prior to August 1,
2002:  None.


(ii)                                  Benefit Service From and After August 1,
2002:  In accordance with the provisions
of Section 1.37(d).


E.             Section 1.37(f)
is modified as follows:


                                                1.37(f)QQ               Eligibility
Year of Service


(a)                                  A
Participant’s Eligibility Years of Service under the Plan shall be determined
in accordance with the following:


(i)                                     Service Prior to August 1, 2002:  An Employee’s period(s) of employment with
CenturyTel, Inc. prior to August 1, 2002, shall be counted as Eligibility Years
of Service to the extent that such periods would have counted under the Plan if
such employment had been with the Company.


(ii)                                  Service From and After August 1, 2002:  In accordance with the provisions of
Section 1.37(f).


(iii)                               Notwithstanding any other provision of
the Plan, there shall be no duplication of Eligibility Years of Service under
the Plan by reason of any restoration of, crediting of, or granting of service
in respect of any single period or otherwise.


IN
WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
Amendment No. 2 to ALLTEL Corporation Pension Plan (January 1, 2001
Restatement) to be executed on this 14 day of March, 2003.


	
   

  	
  ALLTEL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott T. Ford

  
	
   

  	
   

  	
  Title:

  	
  President & CEO

  



 


 


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