Exhibit 10(f)(14)


 


AMENDMENT NO. 1 TO
THE


 


ALLTEL CORPORATION


 


1998 DIRECTORS’
DEFERRED COMPENSATION PLAN


 


Effective April 25, 2002, the ALLTEL Corporation 1998 Directors’
Deferred Compensation Plan is hereby amended to read as follows:


 


1.               Section 2.3 of the Plan is amended by
the addition of the following sentence as the end thereof:


 


Notwithstanding
the foregoing, a Participant may amend a previously executed Deferral Election
form in the manner permitted under Section 2.4


 


2.               Section 2.4 of the Plan is amended in
its entirety to read as follows:


 


2.4                           Deferral Period.  Except as otherwise provided in the
second paragraph of this Section 2.4, the date for payment of his Deferred
Compensation Account for a Deferral Year to be elected by a Director shall be the
first business day of any calendar month, other than January, that begins after
the calendar month that immediately follows the calendar month in which occurs
the Participant’s Termination of Service that is not later than the one hundred
twentieth (120th) calendar month ending after the calendar month in
which occurs the Participant’s Termination of Service, except that the Director
may elect that in the event of his death after his Termination of Service, the
date for payment of the Deferred Compensation Account shall be the earlier of
either: (a) the later of the date on which the Deferred Compensation Account
would have been paid to the Participant but for his death, provided the
Participant’s Beneficiary is not the Participant’s estate; or the first
business day of any calendar month, other than January, following receipt by
the Corporation of evidence satisfactory to the Corporation of the
Participant’s death and any other information deemed by the Corporation
necessary or desirable in order to effectuate payment of the Deferred
Compensation Account to the Participant’s Beneficiary;  or (b) the first
business day of any calendar month, other than January, following receipt by
the Corporation of evidence satisfactory to the Corporation of the Participant’s
death and any other information deemed by the Corporation necessary or
desirable in order to effectuate payment of the Deferred Compensation Account
to the Participant’s Beneficiary.


 

















 


A Participant may amend a previously executed “Deferral Election Form”
so as to defer the date for payment of his Deferred Compensation Account for a
Deferral Year in the case of his Termination of Service to a date later than
the date specified in the first sentence of this Section 2.4 and/or to elect to
receive payment of such Deferred Compensation Account in annual installments
over a period not to exceed fifteen (15) years in whatever percentage of the
remaining Deferred Compensation Account the Participant designates; provided,
however: (i)  such amendment is made not
less than twelve (12) calendar months prior to the date payments would
otherwise have commenced under the first sentence of this Section 2.4 pursuant
to the Participant’s previously executed “Deferral Election Form;” (ii) the
amended Deferral Election form applies with respect to all Deferred
Compensation Accounts for all Deferral Years of the Participants under the
Plan; (iii) payment under the amended Deferral Election Form is deferred to a
date which is at least twelve (12) calendar months later than the date the lump
sum payment or the first annual installment, as the case may be, would
otherwise have been made pursuant to the previously executed Deferral Election
Forms; and (iv) payment of his Deferred Compensation Accounts is made (or
commences to be made) not later than the one hundred twentieth (120th)
calendar month ending after the calendar month in which occurs the
Participant’s Termination of Service. 
Any amendment of a Deferral Election Form hereunder which does not
satisfy the conditions set forth above shall be of no force or effect.


 


3.               Section 3.3 of the Plan is amended by
the addition of the following paragraph at the end thereof:


 


For any year in which payment of a Deferred Compensation Account is
made in installments pursuant to Section 2.4 and in lieu of the hypothetical
interest credit provided above, as of the close of business on the day
immediately preceding the date as of which the installment is made, the
Deferred Compensation Account shall be credited with an amount equal to the
product of: (a) the balance of the Deferred Compensation Account as of the
close of business on that day; (b) the Interest Rate for the Year during which
the payment occurs; and (c) a fraction, the numerator of which is the number of
days that have elapsed subsequent to the immediately preceding December 31st
through (and including) the date that payment occurs, and the denominator of
which is 365.  For purposes of the
immediately preceding sentence, payment shall be deemed to occur as of the date
on which payment is transmitted to the payee in accordance with the terms of
the Plan.  As of the close of business
on the immediately succeeding December 31st, the Deferred
Compensation Account shall be credited with an amount equal to the product of:
(a) the balance of the Deferred


 


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Compensation Account as of the close of business on that day; (b) the
Interest Rate for the Year during which the payment occurs; and (c) a fraction,
the numerator of which is the number of days that have elapsed subsequent to
the date on which the installment payment was made, and the denominator of
which is 365.


 


4.               Section 4.1 of the Plan is amended in
its entirety to read as follows:


 


4.1                           Payment of Deferred
Compensation Accounts.  The balance
of each Deferred Compensation Account (as determined in accordance with Article
III) shall be paid by the Corporation by check drawn on the Corporation to the
Participant or the Participant’s Beneficiary at the earliest time (and as
otherwise) provided in this Article IV. 
Payment shall be made in the form of a single lump sum payment except as
provided in Sections 2.4 and 4.5.


 


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