**Exhibit(10)(l)(4)**

 

AMENDMENT NO. 3

TO

ALLTEL CORPORATIONPROFIT-SHARING PLAN

(January 1, 2002Restatement)

 

WHEREAS, ALLTEL Corporation (the “Company”) maintainsthe ALLTEL Corporation Profit-Sharing Plan, as amended and restated effectiveJanuary 1, 2002, and as subsequently amended, (the “Plan”); and

 

WHEREAS, the Company desires further to amend thePlan;

 

NOW, THEREFORE, the Company hereby amends the Plan,effective for calendar months beginning after July, 2003, in the respectshereinafter set forth.

 

1.  Section1.23 of the Plan is amended to provide as follows:

 

1.23         InvestmentFund A ALLTEL Stock Midpoint

 

25%.

 

2.  Section1.24 of the Plan is amended to provide as follows:

 

1.24         InvestmentFund A ALLTEL Stock Range

 

A percentage range from 20% to 30% (inclusive of theendpoints).

 

3.  Section11.01 of the Plan is amended to provide as follows:

 

11.01       Composition of Trust Fund

 

All amounts contributed to the Plan, as increased ordecreased by income, expenditure, appreciation and depreciation, shall constitutea single fund known as the Trust Fund. The Trust Fund shall be invested in an Investment Fund A and aGuaranteed Principal Investment Fund in accordance with the following:

###  

### (a)           The assetsof Investment Fund A shall be invested in accordance with the provisions of theTrust Agreement, except that notwithstanding the provisions of the TrustAgreement:

####  

#### (1)           The annualEmployer Contribution to the Plan allocable to Investment Fund A shall beinvested initially in the Short-Term Investment Fund (as described in theTrust Agreement and the Trust Agreement for ALLTEL Corporation Master Trust)and thereafter shall be subject to transfer to or from any other investmentfund(s) as provided herein and in the Trust

####  

#### 

####  

#### Agreement and the Trust Agreement forALLTEL Corporation Master Trust.

####  

#### (2)           Assets ofInvestment Fund A shall be invested in the ALLTEL Corporation Common Stock Fund(as described in the Trust Agreement and the Trust Agreement for ALLTELCorporation Master Trust) (the “ALLTEL Stock Fund”) as provided herein and inthe Trust Agreement and the Trust Agreement for ALLTEL Corporation MasterTrust.  All dividends, distributions,and proceeds with respect to assets invested in the ALLTEL Stock Fund shall beallocated to the ALLTEL Stock Fund.  Theinvestment of assets of Investment Fund A in the ALLTEL Stock Fund shall not bereduced by the charging of payments (including administrative expenses) anddisbursements from the Trust to the ALLTEL Stock Fund, except:  (A) payment of the cost of acquisition, saleor exchange (including brokerage costs) of any security or other property heldin the ALLTEL Stock Fund shall be charged to the ALLTEL Stock Fund; and (B) tothe extent that the Pension Investment Committee determines that currentpayments (including administrative expenses) and disbursements from the Trustallocable to Investment Fund A will exceed the amount of assets of InvestmentFund A that are not invested in the ALLTEL Stock Fund.

 

(3)           Investment allocation(s)of assets of Investment Fund A shall be made from the ALLTEL Stock Fund to anyother investment fund(s) or from any other investment fund(s) to the ALLTELStock Fund as follows and only as follows: As of the last day of each calendar month (the “Monthly ValuationDate”), the Trustee shall determine the percentage that the value of the assetsof Investment Fund A invested in the ALLTEL Stock Fund as of that MonthlyValuation Date is of the value of the total assets of Investment Fund A as ofthat Monthly Valuation Date (the “Monthly Percentage”).  If the Monthly Percentage is less than theInvestment Fund A ALLTEL Stock Range as of the Monthly Valuation Date, theTrustee shall transfer assets to the ALLTEL Stock Fund from another investmentfund  (or investment funds), as providedin the Trust Agreement and the Trust Agreement for ALLTEL Corporation MasterTrust, in an amount sufficient to cause the percentage that the value of theassets of Investment Fund A invested in the ALLTEL Stock Fund is to the valueof the total assets of Investment Fund A to be approximately the InvestmentFund A ALLTEL Stock 

 

Midpoint, based on the asset values of that Monthly Valuation Date. Ifthe Monthly Percentage is more than the Investment Fund A ALLTEL Stock Range asof the Monthly Valuation Date, the Trustee shall transfer assets from theALLTEL Stock

 

2

----

 

Fund to another investment fund (or investment funds), as provided inthe Trust Agreement and the Trust Agreement for ALLTEL Corporation MasterTrust, in an amount sufficient to cause the percentage that the value of theassets of Investment Fund A invested in the ALLTEL Stock Fund is to the valueof the total assets of Investment Fund A to be approximately the InvestmentFund A ALLTEL Stock Midpoint, based on the asset values as of that MonthlyValuation Date.  Any transfer of assetsby the Trustee occasioned by the application of this paragraph shall be subjectto any limitation(s) set forth in the Trust Agreement and the Trust Agreementfor ALLTEL Corporation Master Trust.

 

Notwithstanding theforegoing, the investment of assets in Investment Fund A shall be subject tolimitations under ERISA and Section 401(a) of the Code and regulations issuedthereunder.

###  

### (b)           The assetsof the Guaranteed Principal Investment Fund shall be invested in accordancewith the Trust Agreement, except that notwithstanding the provisions of theTrust Agreement the assets of the Guaranteed Principal Fund shall be invested(directly or indirectly) in certificates of deposits, time deposit accounts,money market funds, guaranteed investment contracts or similar investmentsdesigned to protect the principal invested therein.

 

The interest of each Participant or Beneficiary under thePlan in Investment Fund A or in the Guaranteed Principal Investment Fund, asapplicable, shall be an undivided interest.

 

IN WITNESSWHEREOF, the Company, by its duly authorized officer, has caused this Amendmentto be executed on this 29th day of July 2003.

 
|   | ALLTEL CORPORATION |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                | /s/ Scott T. Ford |
|   |               | Title: | President & CEO |

 

3

----