**Exhibit (10)(k)(5)**

AMENDMENT NO. 5

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 as subsequentlyamended, (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:

 

Effective October 4, 2003, a new Section 2.3 is added to theend of Article II of Appendix OO to Section 13.38 of the Plan to provide asfollows:

 

2.3           Cessation of New, Rehire, and Changein Employment Status Participation  Notwithstanding any other provision of thePlan, the following shall apply:

 

(a)  An individual who on October 4, 2003 hasnever been an employee covered under this Appendix OO shall not become anEmployee or a participant under this Appendix OO and shall not accrue anybenefit under this Appendix OO, unless the individual after October 4, 2003 isan employee covered by a collective bargaining agreement with IBEW Local 463and becomes an Employee and a participant under this Appendix OO as an employeecovered by a collective bargaining agreement with IBEW Local 463 providing forcoverage under this Appendix OO.

 

(b)  An individual who on October 4, 2003 hasbeen an employee covered under this Appendix OO and has never been an employeecovered by a collective bargaining agreement providing coverage under thisAppendix OO shall not become an Employee covered by a collective bargainingagreement providing for coverage under this Appendix OO (and subsection (v) ofparagraph (b) of Section 8.2 of this Appendix OO shall not apply to theindividual), unless the individual after October 4, 2003 is an employee coveredby a collective bargaining agreement with IBEW Local 463 and becomes anEmployee under this Appendix OO as an employee covered by a collectivebargaining agreement with IBEW Local 463 providing for coverage under thisAppendix OO (and subsection (v) of paragraph (b) of Section 8.2 of thisAppendix OO shall apply to the individual).

 

(c)  An individual who on October 4, 2003 hasbeen an employee covered by a collective bargaining agreement providing coverageunder this Appendix OO, and who on October 4, 2003 is not employed by a ControlGroup Affiliate shall not be after October 4, 2003 an Employee covered by acollective bargaining agreement providing for coverage under this Appendix OOand shall not after October 4, 2003 accrue any benefit under this Appendix OOexcept to the extent, if any, as provided in Article VIII of this Appendix OO,unless the individual after October 4, 2003 is an employee covered by acollective bargaining agreement with IBEW Local 463 and becomes an Employeeunder this Appendix OO as an

 

----

 

employeecovered by a collective bargaining agreement with IBEW Local 463 providing forcoverage under this Appendix OO.  Anindividual described in the immediately preceding sentence (who on October 4,2003 has been an employee covered by a collective bargaining agreementproviding coverage under this Appendix OO, and who on October 4, 2003 is notemployed by a Control Group Affiliate) who after October 4, 2003 is reemployedby a Control Group Affiliate other than as an employee covered by a collectivebargaining agreement with IBEW Local 463 providing for coverage under thisAppendix OO shall be deemed to have a Change in Employment Status on the datethe individual is reemployed by the Control Group Affiliate and shall be deemedto have subparagraph (I) of paragraph (2) of subsection (d) of Section 1.01 ofthe Plan applied to the individual, but with the date the individual isreemployed by the Control Group Affiliate replacing January 1, 2003therein.   The immediately precedingsentence shall not be interpreted to cause the provisions of Article VIII ofthis Appendix OO, including Section 8.2 of this Appendix OO, to apply to anyoneother than those individuals to whom it applied prior to October 4, 2003.

 

(d)  An individual who on October 4, 2003 hasbeen an employee covered by a collective bargaining agreement providing forcoverage under this Appendix OO, who on October 4, 2003 is employed by aControl Group Affiliate, and who on October 4, 2003 is not an employee coveredby a collective bargaining agreement providing for coverage under this AppendixOO shall not be after October 4, 2003 an Employee covered by a collectivebargaining agreement providing for coverage under this Appendix OO and shallnot after October 4, 2003 accrue any benefit under this Appendix OO as anEmployee covered by a collective bargaining agreement providing for coverageunder this Appendix OO, unless the individual after October 4, 2003 is anemployee covered by a collective bargaining agreement with IBEW Local 463 andbecomes an Employee under this Appendix OO as an employee covered by acollective bargaining agreement with IBEW Local 463 providing for coverageunder this Appendix OO.  Subparagraph(H) of paragraph (2) of subsection (d) of Section 1.01 of the Plan, however,shall continue to apply to an individual described in the immediately precedingsentence (who on October 4, 2003 has been an employee covered by a collectivebargaining agreement providing for coverage under this Appendix OO, who onOctober 4, 2003 is employed by a Control Group Affiliate, and who on October 4,2003 is not an employee covered by a collective bargaining agreement providingfor coverage under this Appendix OO).

 

INWITNESS WHEREOF, the Company, by its duly authorized officer, has caused thisAmendment No. 5 to ALLTEL Corporation Pension Plan (January 1, 2001Restatement) to be executed on this 2nd day of October, 2003.

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

 

----