Exhibit
10(o)(3)


 


AMENDMENT NO. 2


TO


ALLTEL CORPORATION 401(k)
PLAN


(January 1, 2001
Restatement)


 


                                WHEREAS,
ALLTEL Corporation (the “Company”) maintains the ALLTEL Corporation 401(k)
Plan, as amended and restated effective January 1, 2001, and as subsequently
amended, (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 October 1, 2002, a new
Section 1.46 is added to the Plan to provide as follows:


 


1.46                           Catch-Up Contributions


 


                                                The amount contributed to the Plan on a
Participant’s behalf by his Employer in accordance with his salary reduction
agreement under Section 12.09 of the Plan and Section 414(v) of the Code.


 


2.  Effective as of October 1, 2002, a new
Section 12.09 is added to the Plan to provide as follows:


 


12.09                     Catch-Up Contributions


 


Effective for Plan
Years beginning on and after January 1, 2002, a Participant who is eligible to
make Salary Deferral Contributions and who has attained fifty (50) years of age
prior to the end of the applicable Plan Year shall be eligible to make Catch-Up
Contributions in accordance with, and subject to the limitations of, Section
414(v) of the Code.  Such Catch-Up
Contributions shall not be taken into account for purposes of the provisions of
the Plan implementing the limitations of Section 402(g) and 415 of the
Code.  The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as
applicable, by reason of the allowance of such Catch-Up Contributions.


 


Catch-Up
Contributions shall not be taken into account for purposes of determining
Employer Contributions, including Basic Employer Matching Contributions and
Additional Employer Matching Contributions.


 


Effective as of
the date he becomes a Participant, or the beginning of any subsequent payroll
period, each Participant may elect, in the manner and with such advance notice
period as the Plan Administrator shall prescribe, to have Catch-Up
Contributions made to the Plan on his behalf by his Employer 


 


 

















 


as hereinafter
provided.  A Participant’s election
shall include his authorization for his Employer to reduce his Compensation and
to make Catch-Up Contributions on his behalf. 
Catch-Up Contributions shall be accounted for in a Sub-Account, and
shall be invested according to the investment elections attributable to Salary
Deferral Contributions.


 


3.  Effective as of October 1, 2002, the first
sentence of Section 7.02 of the Plan is amended to provide as follows:


 


In no event shall
the amount of the Salary Deferral Contributions made on behalf of a Participant
for his taxable year, when aggregated with any elective contributions made on
behalf of the Participant under any other plan of an Employer or any other
member of the Controlled Group for his taxable year, exceed the Code Section
402(g) limit, except to the extent permitted under Section 414(v) of the Code.


 


4.  Effective as of October 1, 2002, the first
sentence following the introductory clause of Section 7.05 of the Plan is
amended to provide as follows:


 


For years
beginning after December 31, 2001, except to the extent permitted under Section
414(v) of the Code, the annual addition with respect to a Participant for a
limitation year shall not exceed the lesser of (i) $40,000, as adjusted for
increases in the cost-of-living under Section 415(d) of the Code and
regulations issued thereunder or (ii) 100% of the Participant’s compensation
within the meaning of Section 415(c)(3) of the Code, and regulations issued
thereunder for the limitation year; provided, however, that the limit in clause
(i) shall be prorated for any short limitation year.


 


5.  Effective as of January 5, 2002,
Section 9.04 of the Plan is amended by adding a new subsection (f) at
the end thereof to provide as follows:


 


(f)                                    In determining Years of Eligibility
Service for an Employee who was an employee of Euronet USA, Inc. and 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 that
would have been taken into account under the Plan if such period or periods of
employment were service with a member of the Controlled Group, shall be counted
as Years of Eligibility Service. 
Notwithstanding any other provision of the Plan, there shall be no duplication
of Years of Eligibility Service under the Plan by reason of service (or hours
of service) in respect of any single period or otherwise.


 


6.  Effective as of October 31, 2002,
Section 9.04 of the Plan is amended by adding a new subsection (g) at
the end thereof to provide as follows:


 


(g)                                 In determining Years of Eligibility
Service 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 


 


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                                                that would have been taken into account
under the Plan if such period or periods of employment were service with a
member of the Controlled Group, shall be counted as Years of Eligibility
Service.  Notwithstanding any other
provision of the Plan, there shall be no duplication of Years of Eligibility
Service under the Plan by reason of service (or hours of service) in respect of
any single period or otherwise.


 


7.  Effective as of January 1, 2002, subsection
(f) of Appendix B of the Plan is amended to provide as follows:


 


(f)            For the 2002 Plan
Year, each person who


 


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


 


(ii)                                  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;


 


(iii)                               became an Employee during 2002 pursuant to the Asset
Purchase Agreement between ALLTEL Newco No. 1, Inc. and Verizon South Inc.
dated October 31, 2001, in connection with the transactions contemplated by the
Asset Purchase Agreement;


 


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


 


(v)                                 was an active Employee of Accenture LLP
and became an Employee on October 31, 2002; or


 


(vi)                              was an active Employee of Harris Trust
and Savings Bank and became an Employee on June 17, 2002.


 


                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 & CEOt

  
					



 


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