Exhibit
10(f)(12)


 


AMENDMENT NO. 2 TO THE


 


ALLTEL CORPORATION


 


1998 MANAGEMENT DEFERRED COMPENSATION PLAN


 


Effective April 25, 2002, the ALLTEL Corporation 1998 Management
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 in the case of his Retirement to be elected by an Eligible
Employee shall be the first business day of any calendar month, other than
January, that begins after the calendar month that immediately follow the
calendar month in which occurs the Participant’s Retirement that is not later
than the one hundred twentieth (120th) calendar month ending after
the calendar month in which occurs the Participant’s Retirement, except that
the Eligible Employee may elect that in the event of his death after his
Retirement, 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
within sixty (60) days 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.  The date for


 

















 


payment of a Participant’s Deferred Compensation
Account(s) in any case in which the Participant’s Retirement does not occur
shall be determined under Article IV.


 


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 Retirement 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 (eleven (11)
calendar months for elections made on or before March 31, 2002) 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 Retirement.  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


 


2

















 


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 of the
product of: (a) the balance of the Deferred Compensation Account as of the
close of business on that date; (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
4.6.


 


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