**Exhibit10(f)(12)**

 

**AMENDMENT NO. 2 TO THE**

 

**ALLTEL CORPORATION**

 

**1998 MANAGEMENT DEFERRED COMPENSATION PLAN**

 

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

 

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

 

Notwithstandingthe foregoing, a Participant may amend a previously executed Deferral Electionform in the manner permitted under Section 2.4

 

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

 

2.4.                         Deferral Period.  Except as otherwise provided in the second paragraphof this Section 2.4, the date for payment of his Deferred Compensation Accountfor a Deferral Year in the case of his Retirement to be elected by an EligibleEmployee shall be the first business day of any calendar month, other thanJanuary, that begins after the calendar month that immediately follow thecalendar month in which occurs the Participant’s Retirement that is not laterthan the one hundred twentieth (120th) calendar month ending afterthe calendar month in which occurs the Participant’s Retirement, except thatthe Eligible Employee may elect that in the event of his death after hisRetirement, the date for payment of the Deferred Compensation Account shall bethe earlier of either: (a) the later of the date on which the DeferredCompensation Account would have been paid to the Participant but for his death,provided the Participant’s Beneficiary is not the Participant’s estate, orwithin sixty (60) days following receipt by the Corporation of evidencesatisfactory to the Corporation of the Participant’s death and any otherinformation deemed by the Corporation necessary or desirable in order toeffectuate payment of the Deferred Compensation Account to the Participant’sbeneficiary; or (b) the first business day of any calendar month, other thanJanuary, following receipt by the Corporation of evidence satisfactory to theCorporation of the Participant’s death and any other information deemed by theCorporation necessary or desirable in order to effectuate payment of theDeferred Compensation Account to the Participant’s Beneficiary.  The date for

 

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payment of a Participant’s Deferred CompensationAccount(s) in any case in which the Participant’s Retirement does not occurshall 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 DeferredCompensation Account for a Deferral Year in the case of his Retirement to adate later than the date specified in the first sentence of this Section 2.4and/or to elect to receive payment of such Deferred Compensation Account inannual installments over a period not to exceed fifteen (15) years in whateverpercentage of the remaining Deferred Compensation Account the Participantdesignates; provided, however: (i)  suchamendment is made not less than twelve (12) calendar months (eleven (11)calendar months for elections made on or before March 31, 2002) prior to thedate payments would otherwise have commenced under the first sentence of thisSection 2.4 pursuant to the Participant’s previously executed “DeferralElection Form;” (ii) the amended Deferral Election Form applies with respect toall Deferred Compensation Accounts for all Deferral Years of the Participantsunder the Plan; (iii) payment under the amended Deferral Election Form isdeferred to a date which is at least twelve (12) calendar months later than thedate the lump sum payment or the first annual installment, as the case may be,would otherwise have been made pursuant to the previously executed DeferralElection 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 theParticipant’s Retirement.  Any amendmentof a Deferral Election Form hereunder which does not satisfy the conditions setforth above shall be of no force or effect.

 

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

 

For any year in which payment of a DeferredCompensation Account is made in installments pursuant to Section 2.4 and inlieu of the hypothetical interest credit provided above, as of the close ofbusiness on the day immediately preceding the date as of which the installmentis made, the Deferred Compensation Account shall be credited with an amountequal to the product of: (a) the balance of the Deferred Compensation Accountas of the close of business on that day; (b) the Interest Rate for the Yearduring which the payment occurs; and (c) a fraction, the numerator of which isthe number of days that have elapsed subsequent to the immediately precedingDecember 31st

 

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through (and including) the date that payment occurs,and the denominator of which is 365. For purposes of the immediately preceding sentence, payment shall bedeemed to occur as of the date on which payment is transmitted to the payee inaccordance 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 theproduct of: (a) the balance of the Deferred Compensation Account as of theclose of business on that date; (b) the Interest Rate for the Year during whichthe payment occurs; and (c) a fraction, the numerator of which is the number ofdays that have elapsed subsequent to the date on which the installment paymentwas made, and the denominator of which is 365.

 

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

 

4.1                           Payment of Deferred CompensationAccounts.  The balance of each Deferred CompensationAccount (as determined in accordance with Article III) shall be paid by theCorporation by check drawn on the Corporation to the Participant or theParticipant’s Beneficiary at the earliest time (and as otherwise) provided inthis Article IV.  Payment shall be madein the form of a single lump sum payment except as provided in Sections 2.4 and4.6.

 

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