Exhibit
      (10)(k)(8)    AMENDMENT
        NO. 7
 TO
 ALLTEL
        CORPORATION PROFIT-SHARING PLAN
 (January
        1, 2002 Restatement)
  WHEREAS,
        Alltel Corporation (the "Company") maintains the Alltel Corporation
        Profit-Sharing Plan, as amended and restated effective January 1, 2002, and
        as
        subsequently amended, (the "Plan"); and
  WHEREAS,
        the Company desires further to amend the Plan;
  NOW,
        THEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan in the
        respects hereinafter set forth:
  Part
        A
  1.
        Effective for distributions made on or after March 28, 2005, Section 15.01(d)
        of
        the Plan is amended by replacing "$5,000 (or such other amount as is established
        by the Secretary of the Treasury pursuant to Section 411(a)(7)(B)(i) of the
        Code)" with "$1,000".
   2.
        Effective for distributions made on or after March 28, 2005, Section 15.03(a)
        of
        the Plan is amended by replacing "$5,000 (or such other amount as is established
        by the Secretary of the Treasury pursuant to Section 411(a)(7)(B)(i) of the
        Code)" with "$1,000".
  3.
        Effective for distributions made on or after March 28, 2005, Section 15.04
        of
        the Plan is amended to provide as follows:
  15.04
              Small
                  Benefit Cash-Out
  Notwithstanding
        the preceding provisions of this Article XV, the vested Separate Account
        of
        a Participant shall be distributed in a single sum payment as soon as
        practicable following his Termination of Employment, if the value of his
        vested
        Separate Account as of the Valuation Date coinciding with or immediately
        preceding his Termination of Employment is $1,000 or less.
  Notwithstanding
        the immediately preceding paragraph, a distributee the value of whose Separate
        Account does not exceed $1,000 as of the date on which he would otherwise
        receive distribution of such Separate Account and with respect to whom there
        may
        be an additional allocation under Section 13.03 and/or Section 13.04
        following the Participant’s Normal Retirement, Early Retirement, or Termination
        of Employment by reason of death or Total and Permanent Disability shall
        be
        entitled to elect, in accordance with the procedures established by the Plan
        Administrator, to defer such payment until the last Employer Contribution
        for
        the Plan Year that includes the date of such Termination of Employment is
        made,
        in which case the determination of the value of his Separate Account for
        purposes of timing, amount and form of distribution hereunder shall be made
        as
        of the Valuation Date as of which the Employer Contribution for the Plan
        Year
        that includes the date of such Termination of Employment is allocated if
        distribution is made (or commenced) to the distributee prior to the next
        Valuation Date, and, otherwise, as of the Valuation Date coinciding with
        or
        immediately preceding the date as of which distribution is made or
        commenced.
  4.
        Effective for distributions made on or after March 28, 2005, Section 16.03(b)
        of
        the Plan is amended by replacing "$5,000 (or such other amount as is established
        by the Secretary of the Treasury pursuant to Section 411(a)(7)(B)(i) of the
        Code)" with "$1,000".
  5.
        Effective for distributions made on or after March 28, 2005, Section 16.03(c)
        of
        the Plan is amended by replacing "$5,000 (or such other amount as is established
        by the Secretary of the Treasury pursuant to Section 411(a)(7)(B)(i) of the
        Code)" with "$1,000".
  Part
        B
  6.
        Effective for the Plan Year beginning January 1, 2006, the last sentence
        of
        Section 13.01 of the Plan is amended to provide as follows:
  In
        any
        event, the annual Employer Contribution so determined shall be an amount
        not
        less than 2% of the Compensation for the Plan Year of each Participant who
        is
        entitled to receive an allocation of the Employer Contribution for that Plan
        Year as determined under Section 13.04.
  7.
        Effective with respect to Forfeitures occuring on or after January 1, 2006,
        Section 13.03 is amended to provide as follows:
  13.03 Reserved.
  8.
        Effective with respect to Forfeitures occuring on or after January 1, 2006,
        the
        last paragraph of Section 16.03 is amended to provide as follows:
  Forfeitures
        shall be used for restoration purposes under Section 16.04 and to provide
        allocations under Section 13.03 and 13.04 for Eligible Employees for whom
        an
        allocation was erroneously omitted, if any. To the extent that Forfeitures
        are
        not used for the preceding purposes, the Forfeitures shall be used to pay
        administrative expenses of the Plan in accordance with Section 2.08, and
        to the
        extent Forfeitures are not exhausted by payment of administrative expenses,
        then
        the Forfeitures shall be applied against the Employer Contribution obligations
        of the Employer under Section 13.01.
  Part
        C
  9.
        Effective for periods beginning on or after April 22, 2005, the Plan is amended
        to change all references of "ALLTEL" to "Alltel".
  2
  10.
        Effective as of August 1, 2005, a new subsection (ii) is added to Appendix
        B of
        the Plan to provide as follows:
  (ii) For
        an
        Employee who was an employee of Western Wireless Corporation ("Western
        Wireless") immediately prior to August 1, 2005, and became an
 Employee
        on August 1, 2005, the Employee's period or periods of employment with Western
        Wireless prior to August 1, 2005.
  11.
        Effective as of the Closing Date, as Closing Date is defined in the Exchange
        Agreement between Alltel Communications, Inc. and United States Cellular
        Corporation ("USCC") dated September 12, 2005, a new subsection (jj) is added
        to
        Appendix B of the Plan to provide as follows:
  (jj) For
        an
        Employee who was employee of United States Cellular Corporation ("USCC")
        immediately prior to the Closing Date as defined in the Exchange
 Agreement
        between Alltel Communications, Inc. and United States Cellular Corporation
        ("USCC") dated September 12, 2005 and became an Employee on the Closing Date,
        the Employee's period or periods of employment with USCC prior to the Closing
        Date.
  12.
        Effective as of August 1, 2005, a new subsection (ii) is added to Appendix
        C of
        the Plan to the Plan as follows:
  (ii) For
        an
        Employee who was an employee of Western Wireless Corporation ("Western
        Wireless") immediately prior to August 1, 2005, and became an
        Employee
 on
        August
        1, 2005, the Employee's period or periods of employment with Western Wireless
        prior to August 1, 2005.
  13.
        Effective as of the Closing Date, as Closing Date is defined in the Exchange
        Agreement between Alltel Communications, Inc. and United States Cellular
        Corporation ("USCC") dated September 12, 2005, a new subsection (jj) is added
        to
        Appendix C of the Plan to provide as follows:
  (jj) For
        an
        Employee who was employee of United States Cellular Corporation ("USCC")
        immediately prior to the Closing Date as defined in the Exchange
 Agreement
        between Alltel Communications, Inc. and United States Cellular Corporation
        ("USCC") dated September 12, 2005 and became an Employee on
        the    Closing Date, the Employee's period or periods
        of
        employment with USCC prior to the Closing Date.
  14.
        Effective as of April 15, 2005, Appendix D of the Plan is amended by adding
        subsection (m) at the end thereof to provide as follows:
  (m) Each
        person who
  (i)  was
        an
        active employee of Cingular Wireless, LLC and became an Employee on April
        15,
        2005;
  3
   (ii)  met
        the
        eligibility requirements to become a Participant on or before the last day
        of
        the 2005 Plan Year; and
  (iii)  is
        not
        otherwise eligible for an allocation of Employer Contribution for the 2005
        Plan
        Year under Section 13.04;
  shall
        receive an allocation of Employer Contribution for the 2005 Plan Year as
        provided in this Appendix D.
  IN
        WITNESS WHEREOF, the Company, by its duly authorized officer, has caused
        this
        Amendment No. 7 to the Alltel Corporation Profit-Sharing Plan (January 1,
        2002
        Restatement) to be executed on this 19th day of December, 2005.
  ALLTEL
        CORPORATION
 
 By: /s/
        Scott T. Ford
 Title:
        President and Chief Executive Officer
   4