**Exhibit (10)(k)(7)**

 

AMENDMENT NO. 7

TO

ALLTEL CORPORATION PENSION PLAN

(January 1, 2001 Restatement)

 

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

 

WHEREAS,the Company desires further to amend the Plan;

 

NOWTHEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan, effectiveas set forth herein, in the respects hereinafter set forth:

 

1.     Effectiveas of September 1, 2003, Section 13 of the Plan is amended by adding thefollowing Section 13.42 thereto:

 

13.42       Employees of Western WirelessCorporation

 

## (a)           Effective Date - September1, 2003.

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## (b)           Account - None.

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## (c)           Minimum Normal Retirement Pension - None.

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## (d)           Minimum Early Retirement Pension - None.

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## (e)           Minimum Disability Retirement Pension - None.

##  

## (f)            Minimum Deferred Vested Pension - None.

##  

## (g)           Minimum Death Benefit - None.

##  

## (h)           Prior Plan Offset - NotApplicable.

##  

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

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## (j)            Miscellaneous - SeeAPPENDIX SS - SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES OF WESTERNWIRELESS CORPORATION, which follows immediately hereafter.

 

 

APPENDIX SS

SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES

OF

WESTERN WIRELESS CORPORATION

 

Effective as of September 1, 2003, certain employees ofWestern Wireless Corporation became employees of the Controlled Group.

 

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Notwithstanding any other provision of the Plan, effectiveSeptember 1, 2003, the Plan is modified as set forth below with respect toactive employees of Western Wireless Corporation who became employees of theControlled Group on September 1, 2003.

#  

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

 

1.07SS    “Basic Compensation” shall include onlyamounts earned on or after September 1, 2003.

#  

# A.            Section 1.14 is modified by adding to the definition thereof thefollowing:

 

1.14SS    “Compensation” shall include only amountsearned on or after September 1, 2003.

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# B.            Section 1.37(g) is modified as follows:

 

1.37(g)SS               VestingService

###  

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

####  

#### (i)            ServicePrior to September 1, 2003:  AnEmployee’s period(s) of employment with Western Wireless Corporation prior toSeptember 1, 2003, shall be counted as Vesting Service to the extent that suchperiods would have counted under the Plan if such employment had been with theCompany.

####  

#### (ii)           Service Fromand After September 1, 2003:  Inaccordance with the provisions of Section 1.37(g).

####  

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

#  

# C.            Section 1.37(d) is modified as follows:

 

1.37(d)SS               BenefitService

###  

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

####  

#### (i)            BenefitService Prior to September 1, 2003: None.

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#### 2

####  (ii)           BenefitService From and After September 1, 2003: In accordance with the provisions of Section 1.37(d). D.             Section 1.37(f) is modified as follows:
 

1.37(f)SS                EligibilityYear of Service
 (a)           A Participant’s Eligibility Years of Service under the Plan shall bedetermined in accordance with the following: (i)            ServicePrior to September 1, 2003:  AnEmployee’s period(s) of employment with Western Wireless Corporation prior toSeptember 1, 2003, shall be counted as Eligibility Years of Service to theextent that such periods would have counted under the Plan if such employmenthad been with the Company. (ii)           Service Fromand After September 1, 2003:  Inaccordance with the provisions of Section 1.37(f). (iii)          Notwithstandingany other provision of the Plan, there shall be no duplication of EligibilityYears 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.
 

2.             Effective as if originally included in Amendment No. 1 to thePlan (January 1, 2001 Restatement), clause (d) of Section 1.27 (definition of“Monthly Compensation”) of Appendix OO to Section 13.38 of the Plan is amendedto provide as follows:

 

(d)           Monthly Compensation (i) shall include commissions andbonuses on account of sales when received by an Employee pursuant to a writtencommitment of his employer, but (ii) shall not include any (A) overtime, (B)differentials, (C) premiums, and (D) other similar types of payment.  In addition, effective January 1, 1995 withrespect to any non-union hourly Employee, Monthly Compensation shallinclude team-oriented short-term incentives that are specificallyincluded by the Committee from time to time. In addition, effective January 1, 1996 with respect to any Employee whois covered by a collective bargaining agreement with CWA Locals 3371 or 3372,and effective January 1, 1997 with respect to any Employee who is covered by acollective bargaining agreement with IBEW Local 463, Monthly Compensation shallinclude team-oriented short-term incentives.  Monthly Compensation shall include imputedcompensation relating to an Employee’s approved excused absence time whileemployed by an authorized bargaining agent for Employees covered by the FormerPlan or this Appendix OO.  The imputedcompensation will be credited in accordance with the agreement

 

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betweenthe Company and the authorized bargaining agent.  Monthly Compensation shall include installment payments under theTermination Pay Program (TPP) or similar programs; provided, however, in noevent shall lump sum payments (if available) under these programs be treated asMonthly Compensation.

 

INWITNESS WHEREOF, the Company, by its duly authorized officer, has caused thisAmendment No. 7 to ALLTEL Corporation Pension Plan (January 1, 2001 Restatement)to be executed on this 10th day of December, 2003.

 

 

ALLTEL CORPORATION

 

 

 

 

 

By:

/s/ Scott T. Ford

 

 

Title:

President & CEO