Exhibit
      (10)(c)(3)





EMPLOYMENT
      AGREEMENT






AGREEMENT,
      dated as of November 16th,
      2007
      (this “Agreement”), by and between Alltel Corporation, a Delaware corporation
      (the “Company”), and Sharilyn S. Gasaway (the “Executive”).




Section
      1.  Certain Definitions.




(a)  “Affiliated
      Company” means any company controlled by, controlling or under common control
      with the Company and “Affiliated Companies” means all such
      companies.




(b)
      “Board” means the Board of Directors of the Company.




(c)  “Change
      of Control” means:




(1)  the
      acquisition by any Person, other than the Sponsors, including any “group” (as
      defined in section 13(d) of the Exchange Act), through one transaction or a
      series of related transactions of 50% or more of the combined voting power
      of
      the then outstanding voting securities of the Company;




(2)  the
      merger, consolidation or similar transaction involving the Company or its
      Affiliates as a result of which Persons who were shareholders of the Company
      immediately prior to such merger or consolidation, do not, immediately
      thereafter, own, directly or indirectly, more than 50% of the combined voting
      power entitled to vote generally in the election of directors of the merged
      or
      consolidated company, provided that any such transaction shall be deemed to
      constitute a Change of Control unless such Persons own such interest in
      substantially the same proportion as immediately prior to the transaction except
      that any increase in proportionate ownership by the Sponsors shall be counted
      as
      if it were continued ownership for purposes of this paragraph; or




(3)  a
      shareholder vote approving the liquidation or dissolution of the
      Company.




(d)
      “Effective Date” means November 16th,
      2007.




(e)
      “Person” means an individual, partnership, corporation, limited liability
      company, unincorporated organization, trust or joint venture, or a governmental
      agency or political subdivision thereof.




(f)
      “Sponsors” shall mean TPG Partners V, L.P., GS Capital Partners VI, L.P. and
      their respective affiliates (as such term is defined in Rule 405 under the
      Securities Act).







Section
      2.  Employment Period.




The
      Company hereby agrees to continue the Executive in its employ, subject to the
      terms and conditions of this Agreement, for the period commencing on the
      Effective Date and ending on the third anniversary of the Effective Date (the
      “Employment Period”); provided, however,
      that,
      commencing on the date one year after the date hereof, and on each annual
      anniversary of such date (such date and each annual anniversary thereof, the
      “Renewal Date”), unless previously terminated, the Employment Period shall be
      automatically extended so as to terminate three years from such Renewal Date,
      unless, at least 90 days prior to the Renewal Date, the Company or the Executive
      shall give written notice to the other that the Employment Period shall not
      be
      so extended.  Following a Change in Control which occurs after the
      Effective Date, if the second anniversary of such Change in Control is later
      than the then ending date of the Employment Period, the Employment Period shall
      be extended to the second anniversary of such Change in Control.  The
      Employment Period shall terminate upon the Executive's termination of employment
      for any reason.




Section
      3.  Terms of Employment.




(a)
      Position, Duties




(1)
      During the Employment Period, (A) the Executive’s position (including status,
      offices, titles and reporting requirements), authority, duties and
      responsibilities shall be at least commensurate in all material respects with
      the most significant of those held, exercised and assigned at any time during
      the six month period immediately preceding the Effective Date and (B) the
      Executive’s services shall be performed at the office where the Executive was
      employed immediately preceding the Effective Date or at any other location
      less
      than 50 miles from such office.




(2)
      During the Employment Period, and excluding any periods of vacation and sick
      leave to which the Executive is entitled, the Executive agrees to devote
      reasonable attention and time during normal business hours to the business
      and
      affairs of the Company and, to the extent necessary to discharge the
      responsibilities assigned to the Executive hereunder, to use the Executive’s
      reasonable best efforts to perform faithfully and efficiently such
      responsibilities. During the Employment Period, it shall not be a violation
      of
      this Agreement for the Executive to (A) serve on corporate, civic or charitable
      boards or committees, (B) deliver lectures, fulfill speaking engagements or
      teach at educational institutions and (C) manage personal investments, so long
      as such activities do not significantly interfere with the performance of the
      Executive’s responsibilities as an employee of the Company in accordance with
      this Agreement. It is expressly understood and agreed that, to the extent that
      any such activities have been conducted by the Executive prior to the Effective
      Date, the continued conduct of such activities (or the conduct of activities
      similar in nature and scope thereto) subsequent to the Effective Date shall
      not
      thereafter be deemed to interfere with the performance of the Executive’s
      responsibilities to the Company.




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(b)  Compensation.




(1)
      Base
      Salary. During the Employment Period, the Executive shall receive an annual
      base
      salary (the “Annual Base Salary”) at an annual rate at least equal to 12 times
      the highest monthly base salary paid or payable, including any base salary
      that
      has been earned but deferred, to the Executive by the Company and the Affiliated
      Companies in respect of the 6-month period immediately preceding the month
      in
      which the Effective Date occurs. The Annual Base Salary shall be paid at such
      intervals as the Company pays executive salaries generally. During the
      Employment Period, the Annual Base Salary shall be reviewed at least annually,
      beginning no more than 12 months after the last salary increase awarded to
      the
      Executive prior to the Effective Date. Any increase in the Annual Base Salary
      shall not serve to limit or reduce any other obligation to the Executive under
      this Agreement. The Annual Base Salary shall not be reduced after any such
      increase and the term “Annual Base Salary” shall refer to the Annual Base Salary
      as so increased.




(2)
      Short-Term Bonuses. In addition to the Annual Base Salary, the Executive shall
      participate in, for each fiscal year ending during the Employment Period, the
      annual cash bonus plan (the “Annual Bonus”) generally applicable to peer
      executives of the Company and the Affiliated Companies, on substantially similar
      terms and conditions (excluding permitted differences in the amount of the
      bonus
      that may be earned), including, without limitation, participation in the Alltel
      Corporation Special Annual Bonus Plan and the Alltel Corporation Performance
      Incentive Compensation Plan, in each case, subject to the terms and conditions
      thereof. Following a Change in Control occurring after the Effective Date,
      the
      bonus opportunity under the Annual Bonus plan for the Executive shall not be
      reduced from the bonus opportunity under the Annual Bonus plan in effect
      immediately prior to the Change in Control.




(3)
      Savings and Retirement Plans. During the Employment Period, the Executive shall
      be entitled to participate in all savings and retirement plans, practices,
      policies, and programs, in each case, applicable generally to peer executives
      of
      the Company and the Affiliated Companies, but, with the exception of the
      supplemental executive retirement plan (the "SERP") which will be terminated,
      in
      no event shall such plans, practices, policies and programs provide the
      Executive with equity incentive opportunities (measured with respect to both
      regular and special incentive opportunities, to the extent, if any, that such
      distinction is applicable), savings opportunities and retirement benefit
      opportunities, in each case, less favorable, in the aggregate, than the most
      favorable of those provided by the Company and the Affiliated Companies for
      the
      Executive under such plans, practices, policies and programs as in effect at
      any
      time during the 6-month period immediately preceding the Effective Date.
      Following a Change in Control occurring after the Effective Date, the aggregate
      level of benefits from savings and retirement plans that the Executive
      participates in shall not be less than the aggregate level of benefits from
      savings and retirement plans available to the Executive before the Change in
      Control.




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(4)
      Welfare Benefit Plans. During the Employment Period, the Executive and/or the
      Executive’s family, as the case may be, shall be eligible for participation in
      and shall receive all benefits under welfare benefit plans, practices, policies
      and programs provided by the Company and the Affiliated Companies (including,
      without limitation, medical, prescription, dental, disability, employee life,
      group life, accidental death and travel accident insurance plans and programs)
      to the extent applicable generally to peer executives of the Company and the
      Affiliated Companies, but in no event shall such plans, practices, policies
      and
      programs provide the Executive with benefits that are less favorable, in the
      aggregate, than the most favorable of such plans, practices, policies and
      programs in effect for the Executive at any time during the 6-month period
      immediately preceding the Effective Date. Following a Change in Control after
      the Effective Date, the aggregate level of benefits of welfare benefit plans
      that the Executive participates in shall not be less than level of benefits
      of
      welfare benefit plans available to the Executive before the Change in
      Control.  Notwithstanding the foregoing, an amount in cash equal to
      the value of the health benefits under the Company’s Supplement Executive
      Retirement Plan shall be paid to the Executive as soon as practicable (but
      not
      more than 20 days) after a termination of the Executive’s employment, the amount
      of such payment to be determined based on the methodology set forth on Exhibit
      B
      hereto and based on the assumption that such health benefits would commence
      following the cessation of coverage under the Company’s health plan for active
      employees and the Benefit Continuation Period (if any).




(5)
      Expenses. During the Employment Period, the Executive shall be entitled to
      receive prompt reimbursement for all reasonable expenses incurred by the
      Executive in accordance with the most favorable policies, practices and
      procedures of the Company and the Affiliated Companies in effect for the
      Executive at any time during the 6-month period immediately preceding the
      Effective Date or, if more favorable to the Executive, as in effect generally
      at
      any time thereafter with respect to peer executives of the Company and the
      Affiliated Companies.




(6)
      Fringe Benefits. During the Employment Period, the Executive shall be entitled
      to fringe benefits including, without limitation, secretarial and administrative
      support, office space, use of company aircraft, paid time off, holiday,
      sick-leave and other similar benefits, consistent with the plans, practices,
      programs and policies of the Company and the Affiliated Companies in effect
      for
      the Executive immediately prior to the Effective Date.




Section
      4.  Termination of Employment.




(a)
      Death
      or Disability. The Executive’s employment shall terminate automatically if the
      Executive dies during the Employment Period. If the Company determines in good
      faith that the Disability (as defined herein) of the Executive has occurred
      during the Employment Period, it may give to the Executive written notice in
      accordance with Section 11(b) of its intention to terminate the Executive’s
      employment. In such event, the Executive’s employment with the Company shall
      terminate effective on the 30th day after receipt of such notice by the
      Executive




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(the
      “Disability Effective Date”), provided that, within the 30 days after such
      receipt, the Executive shall not have returned to full-time performance of
      the
      Executive's duties. “Disability” means the absence of the Executive from the
      Executive’s duties with the Company on a full-time basis for 180 consecutive
      business days as a result of incapacity due to mental or physical illness that
      is determined to be total and permanent by a physician selected by the Company
      or its insurers and acceptable to the Executive or the Executive’s legal
      representative.




(b)
      Cause. The Company may terminate the Executive’s employment during the
      Employment Period with or without Cause. “Cause” means:




(i)           
      the willful and continued failure of the Executive to perform substantially
      the
      Executive’s duties (as contemplated by Section 3(a)(1)(A)) with the Company or
      any Affiliated Company (other than any such failure resulting from incapacity
      due to physical or mental illness or following the Executive’s delivery of a
      Notice of Termination for Good Reason), after a written demand for substantial
      performance is delivered to the Executive by the Board or the Chief Executive
      Officer of the Company that specifically identifies the manner in which the
      Board or the Chief Executive Officer of the Company believes that the Executive
      has not substantially performed the Executive’s duties, or




(ii)           
      the willful engaging by the Executive in illegal conduct or gross misconduct
      that is materially and demonstrably injurious to the Company.




For
      purposes of this Section 4(b), no act, or failure to act, on the part of the
      Executive shall be considered “willful” unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that the
      Executive’s action or omission was in the best interests of the Company. Any
      act, or failure to act, based upon authority (A) given pursuant to a resolution
      duly adopted by the Board, or if the Company is not the ultimate parent
      corporation of the Affiliated Companies and is not publicly-traded, the board
      of
      directors of the ultimate parent of the Company (the “Applicable Board”), (B)
      based upon the advice of counsel for the Company or (C) given by specific
      instruction of the Employee’s direct superior, shall be conclusively presumed to
      be done, or omitted to be done, by the Executive in good faith and in the best
      interests of the Company. The cessation of employment of the Executive shall
      not
      be deemed to be for Cause unless and until there shall have been delivered
      to
      the Executive a copy of a resolution duly adopted by the affirmative vote of
      not
      less than three-quarters of the entire membership of the Applicable Board
      (excluding the Executive, if the Executive is a member of the Applicable Board)
      at a meeting of the Applicable Board called and held for such purpose (after
      reasonable notice is provided to the Executive and the Executive is given an
      opportunity, together with counsel for the Executive, to be heard before the
      Applicable Board), finding that, in the good faith opinion of the board, the
      Executive is guilty of the conduct described in this Section 4(b), and
      specifying the particulars thereof in detail.




(c)
      Good Reason. The Executive’s employment may be terminated by the Executive for
      Good Reason or by the Executive voluntarily without Good Reason. “Good Reason”
means, without the Executive’s prior written consent:




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(i)
      a
      material diminution in the Executive’s position (including status, offices,
      titles and reporting requirements), authority, duties or responsibilities as
      contemplated by Section 3(a); or




(ii)
      any
      failure by the Company to comply with any of the provisions of Section 3(b),
      other than an isolated, insubstantial and inadvertent failure not occurring
      in
      bad faith and that is remedied by the Company promptly after receipt of notice
      thereof given by the Executive; or




(iii)
      a
      relocation of a Participant’s primary work location more than 50 miles from the
      Participant’s work location immediately prior to the Effective Date;
      or




(iv)
      a
      resignation by the Executive for any reason during the 90 day period following
      the first anniversary of a Change in Control which occurs after the Effective
      Date;




provided
      that, within ninety days following the Executive becoming aware of the
      occurrence of any of the events set forth herein (other than the events
      described in clause (iv) above, the Executive shall have delivered written
      notice to the Company of his intention to terminate his employment for Good
      Reason, which notice specifies in reasonable detail the circumstances claimed
      to
      give rise to the Executive’s right to terminate his employment for Good Reason,
      and the Company shall not have cured such circumstances within twenty days
      following the Company’s receipt of such notice.  The Executive’s
      mental or physical incapacity following the occurrence of an event described
      above in clauses (i) through (iii) shall not affect the Executive’s ability to
      terminate employment for Good Reason.




(d)
      Notice of Termination. Any termination by the Company for Cause, or by the
      Executive for Good Reason, shall be communicated by Notice of Termination to
      the
      other party hereto given in accordance with Section 11(b). “Notice of
      Termination” means a written notice that (1) indicates the specific termination
      provision in this Agreement relied upon, (2) to the extent applicable, sets
      forth in reasonable detail the facts and circumstances claimed to provide a
      basis for termination of the Executive’s employment under the provision so
      indicated, and (3) if the Date of Termination (as defined herein) is other
      than
      the date of receipt of such notice, specifies the Date of Termination (which
      Date of Termination shall be not more than 30 days after the giving of such
      notice). The failure by the Executive or the Company to set forth in the Notice
      of Termination any fact or circumstance that contributes to a showing of Good
      Reason or Cause shall not waive any right of the Executive or the Company,
      respectively, hereunder or preclude the Executive or the Company, respectively,
      from asserting such fact or circumstance in enforcing the Executive’s or the
      Company’s respective rights hereunder.




(e)
      Date
      of Termination. “Date of Termination” means (1) if the Executive’s employment is
      terminated by the Company for Cause, or by the Executive for Good Reason, the
      date of receipt of the Notice of Termination or any later date specified in
      the
      Notice of Termination, (which date shall not be more than 30 days after the
      giving of such notice), as the case may be, (2) if the Executive’s employment is
      terminated by the Company other than for Cause or Disability, the date on which
      the Company notifies the Executive of such termination, (3) if the




6


Executive
      resigns without Good Reason, the date on which the Executive notifies the
      Company of such termination, and (4) if the Executive’s employment is terminated
      by reason of death or Disability, the date of death of the Executive or the
      Disability Effective Date, as the case may be.  The Company and the
      Executive shall take all steps necessary (including with regard to any
      post-termination services by the Executive) to ensure that any termination
      described in this Section 4 constitutes a “separation from service” within the
      meaning of Section 409A of the Code, and notwithstanding anything contained
      herein to the contrary, the date on which such separation from service takes
      place shall be the “Date of Termination.”




Section
      5.  Obligations of the Company upon Termination.




(a)  Certain
      Terminations After a Change in Control.  If during the Employment
      Period and during the two-year period after a Change in Control occurring after
      the Effective Date, or in contemplation thereof, the Company terminates the
      Executive’s employment other than for Cause (and other than as a result of the
      Executive’s Disability) or the Executive terminates his employment for Good
      Reason:




(1)
      the
      Company shall pay to the Executive, in a lump sum in cash within 30 days after
      the Date of Termination, subject to Section 5(f) below, the sum of the following
      amounts (the “Change in Control Severance”):




(A)
      the
      sum of (i) the Executive’s Annual Base Salary through the Date of Termination to
      the extent not theretofore paid, (ii) any accrued paid vacation, sick leave,
      sabbatical, holiday and other paid-time off to the extent not theretofore paid
      (the sum of the amounts described in subclauses (i) and (ii) above, the “Earned
      Pay”), (iii) notwithstanding any provision of any Annual Bonus plan, including,
      without limitation, any provision of any such plan requiring continued
      employment after a completed fiscal year, the amount of any incentive
      compensation under any such plan that has been earned by the Executive for
      a
      completed fiscal year preceding the Date of Termination, but has not yet been
      paid to the Executive (the sum of the amounts described in subclauses (i),
      (ii)
      and (iii), the “Accrued Obligations”) and (iv) the product of (a) the highest
      Annual Bonus amount earned by the Executive (excluding any bonus designated
      as a
“stretch bonus” by the Company contemporaneous with the time that it is
      announced to the Executive) for any of the three years preceding the year in
      which occurs the Date of Termination (the “Reference Bonus”) and (b) a fraction,
      the numerator of which is the number of days in the fiscal year in which the
      Date of Termination occurs through the Date of Termination and the denominator
      of which is 365 (such product, the “Pro Rata Bonus”); and




(B)
      the
      amount equal to the product of (i) three and (ii) the sum of the Executive’s
      Annual Base Salary and the Reference Bonus; and




(2)
      for
      three years after the Executive’s Date of Termination (the “Benefit Continuation
      Period”), the Company shall continue benefits to the Executive and/or
      the




7


Executive’s
      family at least equal to, and at the same cost to the Executive and/or the
      Executive’s family (which in the case of any health benefits provided hereunder
      shall be determined on an after-tax basis), as those that would have been
      provided to them in accordance with the plans, programs, practices and policies
      described in Section 3(b)(4) hereof if the Executive’s employment had not been
      terminated or, if more favorable to the Executive, as in effect generally at
      any
      time thereafter with respect to peer executives of the Company and the
      Affiliated Companies and their families; provided, however,
      that, the health
      care benefits provided during the Benefit Continuation Period shall be provided
      in such a manner that such benefits (and the costs and premiums thereof) are
      excluded from the Executive’s income for federal income tax purposes and, if the
      Company reasonably determines that providing continued coverage under one or
      more of its health care benefit plans contemplated herein could be taxable
      to
      the Executive, the Company shall provide such benefits at the level required
      hereby through the purchase of individual insurance coverage; provided, further, however,
      that, if the Executive becomes reemployed with another employer and is eligible
      to receive such benefits under another employer provided plan, the medical
      and
      other welfare benefits described herein shall be secondary to those provided
      under such other plan, and such other benefits shall not be provided by the
      Company, during such applicable period of eligibility. The Executive’s
      entitlement to COBRA continuation coverage under Section 4980B of the Code
      (“COBRA Coverage”) shall not be offset by the provision of benefits under this
      Section 5(a)(2) and the period of COBRA Coverage shall commence at the end
      of
      the Benefit Continuation Period. For purposes of determining eligibility (but
      not the time of commencement of benefits) of the Executive for retiree benefits
      pursuant to such plans, practices, programs and policies, the Executive shall
      be
      considered to have remained employed until the end of the Benefit Continuation
      Period and to have retired on the last day of such period.




(b)  Certain
      Terminations More than Three Years After the Effective Date.  If
      during the Employment Period, other than during the three-year period after
      the
      Effective Date and other than under circumstances entitling the Executive to
      the
      Change in Control Severance benefits, the Company terminates the Executive’s
      employment other than for Cause (and other than as a result of the Executive’s
      Disability) or the Executive terminates his employment for Good
      Reason:




(1)
      the
      Company shall pay to the Executive, in a lump sum in cash within 30 days after
      the Date of Termination, subject to Section 5(f) below, the sum of the following
      amounts:




(A)
      the
      Accrued Obligations and the Pro Rata Bonus; and




(B)  an
      amount equal the product of (i) the greater of (a) one and (b) the numbers
      of
      years remaining in the Employment Period (computed to a fraction of a year
      based
      on complete calendar months remaining in the Employment Period without regard
      to
      such termination) (the “Severance Period”) and (ii) the sum of the Executive’s
      Annual Base Salary and the Reference Bonus; and




8


(2)
      the
      Company provide the Executive with the benefits described in paragraph 5(a)(2)
      above, provided that the Benefit Continuation Period shall be the Severance
      Period.(c) Death, Disability and Other than for Good Reason. If the Executive’s
      employment is terminated by reason of the Executive’s death or Disability or by
      the Executive without Good Reason, during the Employment Period, the Company
      shall provide the Executive (or his estate or beneficiaries) with the Accrued
      Obligations, and shall have no other severance obligations under this Agreement.
      The Accrued Obligations shall be paid in a lump sum in cash within 30 days
      of
      the Date of Termination.




(e)
      Cause.  If the Executive’s employment is terminated for Cause during
      the Employment Period, the Company shall provide the Executive with the
      Executive’s Earned Pay through the Date of Termination and shall have no other
      severance obligations under this Agreement.




(f)
      Notwithstanding the foregoing provisions of this Section 5, in the event that
      the Executive is a “specified employee” within the meaning of Section 409A of
      the Code (as determined in accordance with the methodology established by the
      Company as in effect on the Date of Termination) (a “Specified Employee”) cash
      amounts that would otherwise be payable or provided under this Section 5 during
      the six-month period immediately following the Date of Termination (other than
      the Accrued Obligations) shall instead be paid, with interest on any delayed
      payment at the applicable federal rate provided for in Section 7872(f)(2)(A)
      of
      the Code (“Interest”), on the first business day after the date that is six
      months following the Executive’s “separation from service” within the meaning of
      Section 409A (the “Delayed Payment Date”).




(g)
      In
      the event of a termination of Executive’s employment giving rise to rights under
      Sections 5(a) or 5(b), each of the Executive and the Company agree to execute
      a
      mutual general release of claims and non-disparagement agreement, in the form
      attached hereto as Exhibit A (the
“Release”). The obligations
      of the Company pursuant to Section 5(a) and (b)
      hereof (other than the Accrued Obligations) are subject to the execution by
      the
      Executive of the Release within 30 days of the Executive’s receipt of the
      executed release from the Company, which shall be provided to the Executive
      within 30 days of the Date of Termination.   In the event that
      the Executive does not so receive the executed Release from the Company within
      such period, the Executive’s obligation to execute such release as a
      precondition to receiving the benefits under Sections 5(a) or (b) as applicable,
      shall cease.




Section
      6.  Non-exclusivity of Rights.




Nothing
      in Section 5 hererof or elsewhere in this Agreement shall prevent or limit
      the
      Executive’s continuing or future participation in any plan, program, policy or
      practice provided by the Company or the Affiliated Companies and for which
      the
      Executive may qualify, nor, subject to Section 11(f), shall anything herein
      limit or otherwise affect such rights as the Executive may have under any other
      contract or agreement with the Company or the Affiliated Companies. Amounts
      that
      are vested benefits or that the Executive is otherwise entitled to receive
      under
      any plan, policy, practice or program of or any other contract or agreement
      with
      the Company or the Affiliated Companies at or subsequent to the Date of
      Termination shall be




9


payable
      in accordance with such plan, policy, practice or program or contract or
      agreement, except as explicitly modified by this Agreement. Without limiting
      the
      generality of the foregoing, the Executive’s resignation under this Agreement
      with or without Good Reason, shall in no way affect the Executive’s ability to
      terminate employment by reason of the Executive’s “retirement” under any
      compensation and benefits plans, programs or arrangements of the Affiliated
      Companies, including without limitation any retirement or pension plans or
      arrangements or to be eligible to receive benefits under any compensation or
      benefit plans, programs or arrangements of the Affiliated Companies, including
      without limitation any retirement or pension plan or arrangement of the
      Affiliated Companies or substitute plans adopted by the Company or its
      successors, and any termination which otherwise qualifies as Good Reason shall
      be treated as such even if it is also a “retirement” for purposes of any such
      plan. Notwithstanding the foregoing, if the Executive receives payments and
      benefits pursuant to Section 5(a) or (b) of this Agreement, the Executive shall
      not be entitled to any severance pay or benefits under any severance plan,
      program or policy of the Company and the Affiliated Companies, unless otherwise
      specifically provided therein in a specific reference to this
      Agreement.




Section
      7.  Full Settlement.




In
      no
      event shall the Executive be obligated to seek other employment or take any
      other action by way of mitigation of the amounts payable to the Executive under
      any of the provisions of this Agreement, and such amounts shall not be reduced
      whether or not the Executive obtains other employment. The Company agrees to
      pay
      as incurred (within 10 days following the Company's receipt of an invoice from
      the Executive) at any time from the Effective Date through the Executive’s
      remaining lifetime (or, if longer, through the 20th
      anniversary of the Effective Date), to the full extent permitted by law, all
      legal fees and expenses that the Executive may reasonably incur as a result
      of
      any contest by the Company, the Executive or others of the validity or
      enforceability of, or liability under, any provision of this Agreement or any
      guarantee of performance thereof (including as a result of any contest by the
      Executive about the amount of any payment pursuant to this Agreement), plus,
      in
      each case, Interest; provided, however,
      that the
      Executive shall be required to return (within 10 days following the Executive’s
      receipt of demand therefore from the Company) all such payments, plus Interest
      from the date on which each such payment was made through the date on which
      such
      payment is returned to the Company if the Executive does not prevail in respect
      of at least one material claim (whether Executive is prosecuting or defending
      such claim) in such contest.  In the event that, following the
      termination of the Employment Period, at the time at which an amount would
      be
      payable to the Executive pursuant to this Agreement the Executive has a
      contractual obligation to pay money to the Company, the Company shall be
      entitled to offset such obligation against the amount otherwise required to
      be
      paid by the Company hereunder.




Section
      8.  Certain Additional Payments by the Company.




(a)
      Anything in this Agreement to the contrary notwithstanding and subject to
      Section 11(f), in the event it shall be determined that any Payment would be
      subject to the Excise Tax, then the Executive shall be entitled to receive
      an
      additional payment (the “Gross-Up Payment”)




10


in
      an
      amount such that, after payment by the Executive of all taxes (and any interest
      or penalties imposed with respect to such taxes), including, without limitation,
      any income taxes (and any interest and penalties imposed with respect thereto)
      and Excise Tax imposed upon the Gross-Up Payment, but excluding any income
      taxes
      and penalties imposed pursuant to Section 409A, the Executive retains an amount
      of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments;
provided, however,
      that the
      obligations to the Executive pursuant to this Section 8 shall be subject to
      the
      Executive taking all steps reasonably requested by the Company in order to
      qualify for the exemption from the Excise Tax for privately-held companies,
      if
      available, including without limitation waiver of any Payments subject to
      shareholder approval in a manner that is consistent with customary practices.
      The Company’s obligation to make Gross-Up Payments under this Section 8 shall
      not be conditioned upon the Executive’s termination of employment.




(b)
      Subject to the provisions of Section 8(c), all determinations required to be
      made under this Section 8, including whether and when a Gross-Up Payment is
      required, the amount of such Gross-Up Payment and the assumptions to be utilized
      in arriving at such determination, shall be made by Ernst & Young LLP, or
      such other nationally recognized certified public accounting firm as may be
      designated by the Executive (the “Accounting Firm”). The Accounting Firm shall
      provide detailed supporting calculations both to the Company and the Executive
      within 15 business days of the receipt of notice from the Executive that there
      has been a Payment or such earlier time as is requested by the Company. In
      the
      event that the Accounting Firm is serving as accountant or auditor for the
      individual, entity or group effecting the Change of Control, the Executive
      may
      appoint another nationally recognized accounting firm to make the determinations
      required hereunder (which accounting firm shall then be referred to as the
      Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall
      be borne solely by the Company. Any determination by the Accounting Firm shall
      be binding upon the Company and the Executive. As a result of the uncertainty
      in
      the application of Section 4999 of the Code at the time of the initial
      determination by the Accounting Firm hereunder, it is possible that Gross-Up
      Payments that will not have been made by the Company should have been made
      (the
“Underpayment”), consistent with the calculations required to be made hereunder.
      In the event the Company exhausts its remedies pursuant to Section 8(c) and
      the
      Executive thereafter is required to make a payment of any Excise Tax, the
      Accounting Firm shall determine the amount of the Underpayment that has occurred
      and any such Underpayment shall be promptly paid by the Company to or for the
      benefit of the Executive.




(c)
      The
      Executive shall notify the Company in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the Company
      of
      the Gross-Up Payment. Such notification shall be given as soon as practicable,
      but no later than 10 business days after the Executive is informed in writing
      of
      such claim. The Executive shall apprise the Company of the nature of such claim
      and the date on which such claim is requested to be paid. The Executive shall
      not pay such claim prior to the expiration of the 30-day period following the
      date on which the Executive gives such notice to the Company (or such shorter
      period ending on the date that any payment of taxes with respect to such claim
      is due). If the Company notifies the Executive in writing prior to the
      expiration of such period that the Company desires to contest such claim, the
      Executive shall:




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(1)
      give
      the Company any information reasonably requested by the Company relating to
      such
      claim,




(2)
      take
      such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without limitation,
      accepting legal representation with respect to such claim by an attorney
      reasonably selected by the Company,




(3)
      cooperate with the Company in good faith in order effectively to contest such
      claim, and




(4)
      permit the Company to participate in any proceedings relating to such claim;
      provided, however, that the Company shall bear and pay directly all costs and
      expenses (including additional interest and penalties) incurred in connection
      with such contest, and shall indemnify and hold the Executive harmless, on
      an
      after-tax basis, for any Excise Tax or income tax (including interest and
      penalties) imposed as a result of such representation and payment of costs
      and
      expenses. Without limitation on the foregoing provisions of this Section 8(c),
      the Company shall control all proceedings taken in connection with such contest,
      and, at its sole discretion, may pursue or forgo any and all administrative
      appeals, proceedings, hearings and conferences with the applicable taxing
      authority in respect of such claim and may, at its sole discretion, either
      pay
      the tax claimed to the appropriate taxing authority on behalf of the Executive
      and direct the Executive to sue for a refund or contest the claim in any
      permissible manner, and the Executive agrees to prosecute such contest to a
      determination before any administrative tribunal, in a court of initial
      jurisdiction and in one or more appellate courts, as the Company shall
      determine;  provided, however, that, if the Company pays such claim
      and directs the Executive to sue for a refund, the Company shall indemnify
      and
      hold the Executive harmless, on an after-tax basis, from any Excise Tax or
      income tax (including interest or penalties) imposed with respect to such
      payment or with respect to any imputed income in connection with such payment;
      and provided,
further,
      that
      any extension of the statute of limitations relating to payment of taxes for
      the
      taxable year of the Executive with respect to which such contested amount is
      claimed to be due is limited solely to such contested amount. Furthermore,
      the
      Company’s control of the contest shall be limited to issues with respect to
      which the Gross-Up Payment would be payable hereunder, and the Executive shall
      be entitled to settle or contest, as the case may be, any other issue raised
      by
      the Internal Revenue Service or any other taxing authority.




(d)
      If,
      after the receipt by the Executive of a Gross-Up Payment or payment by the
      Company of an amount on the Executive’s behalf pursuant to Section 8(c), the
      Executive becomes entitled to receive any refund with respect to the Excise
      Tax
      to which such Gross-Up Payment relates or with respect to such claim, the
      Executive shall (subject to the Company's complying with the requirements of
      Section 8(c), if applicable) promptly pay to the Company the amount of such
      refund (together with any interest paid or credited thereon after taxes
      applicable thereto). If, after payment by the Company of an amount on the
      Executive’s behalf pursuant to Section 8(c), a determination is made that the
      Executive shall not be entitled to any refund with




12


respect
      to such claim and the Company does not notify the Executive in writing of its
      intent to contest such denial of refund prior to the expiration of 30 days
      after
      such determination, then the amount of such payment shall offset, to the extent
      thereof, the amount of Gross-Up Payment required to be paid.




(e)
      Any
      Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by
      the
      Company to the Executive within five days of the receipt of the Accounting
      Firm’s determination; provided that, the Gross-Up
      Payment shall in all events be paid no later than the end of the Executive’s
      taxable year next following the Executive’s taxable year in which the Excise Tax
      (and any income or other related taxes or interest or penalties thereon) on
      a
      Payment are remitted to the Internal Revenue Service or any other applicable
      taxing authority or, in the case of amounts relating to a claim described in
      Section 8(c) that does not result in the remittance of any federal, state,
      local
      and foreign income, excise, social security and other taxes, the calendar year
      in which the claim is finally settled or otherwise
      resolved.  Notwithstanding any other provision of this Section 8, the
      Company may, in its sole discretion, withhold and pay over to the Internal
      Revenue Service or any other applicable taxing authority, for the benefit of
      the
      Executive, all or any portion of any Gross-Up Payment, and the Executive hereby
      consents to such withholding.




(f)
      Definitions. The following terms shall have the following meanings for purposes
      of this Section 8.




(i)  “Excise
      Tax” shall mean the excise tax imposed by Section 4999 of the Code, together
      with any interest or penalties imposed with respect to such excise
      tax.




(ii)
      A
“Payment” shall mean any payment, benefit or distribution in the nature of
      compensation (within the meaning of Section 280G(b)(2) of the Code), including
      but not limited to accelerated vesting of compensatory awards, to or for the
      benefit of the Executive, whether paid or payable pursuant to this Agreement
      or
      otherwise.




Section
      9.  Confidentiality; Non-Compete; Non-Disclosure;
      Non-Disparagement.




(a)
      The
      Executive shall hold in a fiduciary capacity for the benefit of the Company
      all
      secret or confidential information, knowledge or data relating to the Company
      or
      the Affiliated Companies, and their respective businesses, which information,
      knowledge or data shall have been obtained by the Executive during the
      Executive’s employment by the Company or the Affiliated Companies and which
      information, knowledge or data shall not be or become public knowledge (other
      than by acts by the Executive or representatives of the Executive in violation
      of this Agreement). After termination of the Executive’s employment with the
      Company, the Executive shall not, without the prior written consent of the
      Company or as may otherwise be required by law or legal process, communicate
      or
      divulge any such information, knowledge or data to anyone other than the Company
      and those persons designated by the Company. In no event shall an asserted
      violation of the provisions of this Section 9 constitute a basis for deferring
      or withholding any amounts otherwise payable to the Executive under this
      Agreement.




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(b)
      In
      consideration for the payments to be made to the Executive under the Prior
      Agreement (as defined below) and the Alltel Corporation Supplemental Executive
      Retirement Plan and the vesting of the Executive's equity compensation awards
      in
      connection with the transactions contemplated by the Agreement and Plan of
      Merger among Alltel Corporation, Atlantis Holdings LLC and Atlantis Merger
      Sub,
      Inc. dated May 20, 2007, the Executive and the Company agree that the Company
      would likely suffer significant harm from the Executive’s competing with the
      Company during the Employment Period and for a reasonable period of time
      thereafter.  Accordingly, the Executive agrees that he will not,
      during the Employment Period and for a period of two (2) years following the
      termination of the Employment Period for any reason, directly or indirectly,
      become employed by, serve as an agent or consultant to, become a partner,
      member, principal, stockholder or other owner (other than a holder of less
      than
      5% of the outstanding voting shares of any publicly held company) of the
      Business for any Person (whether or not for compensation) that is engaged in,
      or
      otherwise competes with the Business; provided, however,
      that the
      restrictions of this paragraph 9(b) do not apply following the termination
      of
      the Employment Period by the Company without Cause or by the Executive for
      Good
      Reason, except that in the event of any such termination that occurs more than
      three years after the Effective Date, such restrictions shall apply unless
      the
      Executive elects to forego the benefits under paragraphs (5)(a) or (b) hereof,
      as applicable, to which he would otherwise be entitled in respect of such
      termination.  For purposes of this Agreement, the “Business” shall
      mean wireless communications carriers operating within the United
      States.




(c) The
      Executive hereby agrees that upon the termination of the Employment Period,
      he
      shall not take, without the prior written consent of the Company, any business
      plans, contact lists, strategic plans or reports or other document (in whatever
      form) of the Company or any of its affiliates, which is of a confidential nature
      relating to the Company or its affiliates, or, without limitation, relating
      to
      its or their methods of distribution, or any description of any formulas or
      secret processes and will return any such information (in whatever form) then
      in
      his possession.




(d) During
      the Employment Period and for two (2) years thereafter, the Executive hereby
      agrees not to, directly or indirectly, solicit or assist any other person or
      entity in soliciting any employee of the Company or any of its affiliates to
      perform services for any entity (other than the Company or its affiliates),
      attempt to induce any such employee to leave the employ of the Company or its
      affiliates, or hire or engage on behalf of himself or any other Person (as
      defined below) any employee of the Company or anyone who was employed by the
      Company during the six-month period preceding such hiring or engagement; provided, however,
      that the
      restrictions of this paragraph 9(e) shall not apply following the termination
      of
      the Employment Period by the Company without Cause or by the Executive for
      Good
      Reason, except that in the event of any such termination that occurs more than
      three years after the Effective Date, such restrictions shall apply unless
      the
      Executive elects to forego the benefits under paragraphs (5)(a) or (b) hereof,
      as applicable, to which he would otherwise be entitled in respect of such
      termination.  An individual’s response to a broad and general
      advertisement or solicitation not specifically targeting or intending to target
      employees of the Company, its subsidiaries or any of affiliates shall not be
      deemed a violation of this Section 9(e).




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(e) The
      parties hereto hereby declare that it is impossible to measure in money the
      damages which will accrue to the Company by reason of a failure by the Executive
      to perform any of his obligations under this Agreement and, in particular,
      under
      this Section 9. Accordingly, if the Company institutes any action or proceeding
      to enforce the provisions hereof, to the extent permitted by applicable law
      (including, but not limited to, injunctive relief) the Executive hereby waives
      the claim or defense that the Company has an adequate remedy at law, and the
      Executive shall not urge in any such action or proceeding the claim or defense
      that any such remedy at law exists.




Section
      10.  Successors.




(a)
      This
      Agreement is personal to the Executive, and, without the prior written consent
      of the Company, shall not be assignable by the Executive other than by will
      or
      the laws of descent and distribution. This Agreement shall inure to the benefit
      of and be enforceable by the Executive’s legal representatives.




(b)
      This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns. Except as provided in Section 10(c), without the prior
      written consent of the Executive this Agreement shall not be assignable by
      the
      Company.




(c)
      The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to assume expressly and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      be
      required to perform it if no such succession had taken place. “Company” means
      the Company as hereinbefore defined and any successor to its business and/or
      assets as aforesaid that assumes and agrees to perform this Agreement by
      operation of law or otherwise.




Section
      11.  Miscellaneous.




(a)
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without reference to principles of conflict of laws. The
      captions of this Agreement are not part of the provisions hereof and shall
      have
      no force or effect. This Agreement may not be amended or modified other than
      by
      a written agreement executed by the parties hereto or their respective
      successors and legal representatives.




(b)
      All
      notices and other communications hereunder shall be in writing and shall be
      given by hand delivery to the other party or by registered or certified mail,
      return receipt requested, postage prepaid, addressed as follows:




if
      to the
      Executive:




At the most
      recent address on file at the Company.




if
      to the
      Company:




15


ALLTEL
      Corporation




One
      Allied Drive




Little
      Rock, Arkansas 72202




Attention:
      General Counsel




or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith. Notice and communications shall be effective when
      actually received by the addressee.




(c)
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.




(d)
      The
      Company may withhold from any amounts payable under this Agreement such United
      States federal, state or local or foreign taxes as shall be required to be
      withheld pursuant to any applicable law or regulation.




(e)
      The
      Executive’s or the Company’s failure to insist upon strict compliance with any
      provision of this Agreement or the failure to assert any right the Executive
      or
      the Company may have hereunder, including, without limitation, the right of
      the
      Executive to terminate employment for Good Reason pursuant to Sections 4(c)(i)
      through 4(c)(iv), shall not be deemed to be a waiver of such provision or right
      or any other provision or right of this Agreement.




(f)
      The
      Executive and the Company acknowledge that, except as provided in Section 5(a)
      hereof, the Executive shall not be entitled to benefits in the nature of
      severance pay upon a termination of the Executive's employment by the Company
      without Cause or by the Executive for Good Reason during the three years after
      the Effective Date, except that the Executive shall be entitled to the Accrued
      Obligations. From and after the Effective Date, except as specifically provided
      herein, this Agreement shall supersede any other agreement between the parties
      with respect to the subject matter hereof, provided, however, that
      notwithstanding any provision of this Agreement to the contrary, including
      Section 8 of this Agreement, (i) Section 8 of the Employment Agreement by and
      between the Executive and the Company dated as of [  ] (the “Prior
      Agreement”) shall survive in its entirety with respect to the transactions
      contemplated by the Agreement and Plan of Merger among Alltel Corporation,
      Atlantis Holdings LLC and Atlantis Merger Sub, Inc. dated May 20, 2007, provided
      that Section 8 of the Prior Agreement shall be modified by Section 8(e) hereof
      and (ii) the third sentence of Section 7 of the Prior Agreement shall survive
      in
      its entirety with respect to payments and benefits under the Prior Agreement
      from the Effective Date through the Executive’s remaining lifetime (or, if
      longer, through the 20th
      anniversary of the Effective Date).




(g)
      Within the time period permitted by the applicable Treasury Regulations, the
      Company may, in consultation with the Executive, modify the Agreement, in the
      least restrictive manner necessary and without any diminution in the value
      of
      the payments to the Executive, in order to cause the provisions of the Agreement
      to comply with the requirements of Section 409A




16


of
      the
      Code, so as to avoid the imposition of taxes and penalties on the Executive
      pursuant to Section 409A of the Code.
























[remainder
      of page intentionally left blank]




17


IN
      WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
      pursuant to the authorization from the Board, the Company has caused these
      presents to be executed in its name on its behalf, all as of the day and year
      first above written.




ALLTEL
      CORPORATION




/s/
      Scott T.
      Ford


President and Chief Executive Officer




/s/
                Sharilyn S.
                Gasaway


SHARILYN
                S. GASAWAY










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