Exhibit 10(e)(1)

 

 

 

 

 

 

**ALLTELCORPORATION
SUPPLEMENTALEXECUTIVE RETIREMENT PLAN

(FirstRestatement)**
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
**TABLE OF CONTENTS

ARTICLE                                                                                                                                                                                                **PAGE**IPreamble11.01 Establishment and      Restatement11.02 Purpose11.03 Funding 1IIDefinitions and Interpretation12.01 Definitions1(a)Actuarial Equivalent1(b)Benefit Percentage1(c)Board 2(d)Change in Control2(e)Code2(f)Company2(g)Compensation2(h)Controlled Group3(i)Defined Benefit Plan4(j)Defined Contribution Plan4(k)Early Retirement Date5(l)Employee Amounts5(m)ERISA6(n)Excess Plan6(o)Non-Qualified Defined Benefit Plan6(p)Non-Qualified Defined Contribution Plan6(q)Normal Retirement Date8(r)Offset Defined Benefit Amounts8(s)Offset Defined Contribution Amounts8(t)Participant8(u)Payment Trigger8(v)Payment Trigger Compensation9(w)Pension Plan10(x)Profit-Sharing Plan11(y)Retirement11(z)SERP Compensation11(aa)Spouse11(bb)Thrift Plan11(cc)Vesting Year of Service112.02 Construction and Governing Law12IIIRetirement and Spousal Death      Benefits123.01 Eligibility123.02 Amount of Retirement Benefit123.03 Amount of Pre-Retirement      Spouse Death Benefit123.04 Form and Timing of Payment133.05 Health and Dental Benefits13IVAdministration174.01 Plan Administrator174.02 Expenses174.03 Records174.04 Legal Incompetency174.05 Claims Procedure18VMiscellaneous185.01 Amendments185.02 No Employment Rights185.03 Nonalienation185.04 Limitation of Liability185.05 Acceleration of Payment195.06 Representative of Board;      Compensation Comittee195.07 Other Benefits195.08 Reemployment of a      Participant20
 
**ARTICLEI

Preamble**
**Section 1.01.  Establishment and Restatement .**ALLTEL Corporation established the ALLTEL Corporation Supplemental ExecutiveRetirement Plan (the "Plan"), effective as of October 24, 1994.The Plan was subsequently amended on five occasions pursuant to resolutions ofthe Board of Directors ("Board") of the Company. The Board hasdetermined that the Plan shall be restated to reflect all previous amendments,and the Plan is hereby restated to provide as hereinafter set forth:

**Section 1.02.  Purpose .**  Thepurpose of the Plan is solely to provide benefits to a select group ofmanagement or highly compensated employees.

**Section 1.03.  Funding .**  ThePlan is unfunded, and the rights, if any, of any person to any benefitshereunder shall be the same as any unsecured general creditor of the Company.The benefits payable under the Plan shall be paid by the Company from itsgeneral assets.
**ARTICLEII

Definitionsand Interpretation**
**Section 2.01.  Definitions .**  Whenthe initial letter of a word or phrase is capitalized herein, such word orphrase shall have the meaning hereinafter set forth:

(a) "Actuarial Equivalent" means a benefit of equivalent        actuarial present value determined on the basis of a fixed blend of 50        percent male mortality rates and 50 percent female mortality rates from        the 1983 GAM table, as published in Revenue Ruling 95-6, 1995-1 C.B. 80        (without regard to any modification thereof), and the annual interest        rate on 30-year Treasury securities for the month of November (published        in December) immediately preceding the calendar year containing the date        as of which the Actuarial Equivalent value is being determined. The        blended mortality basis specified in the immediately preceding sentence        shall be applied without setback, projection or other adjustment and        without regard to the gender of the payee(s).

(b) "Benefit Percentage " means: (1) with respect to a        Participant whose Normal Retirement Date has occurred, sixty percent        (60%); or (2) with respect to a Participant whose Normal Retirement        Date has not occurred but whose Early Retirement Date has occurred,        forty-five percent (45%), increased, but not to in excess of sixty        percent (60%), by a percentage equal to the product of fifteen percent        (15%) and a fraction, the numerator of which is the number of completed        calendar months of service of the Participant with the Controlled Group        occurring in and after the calendar month in which his Early Retirement        Date occurred and prior to his Normal Retirement Date, and the        denominator of which is the number of completed calendar months of        service with the Controlled Group the Participant would have if he        remained continuously employed with the Controlled Group in and after        the calendar month in which the Participant's Early Retirement Date        occurred until the last day of the calendar month immediately preceding        the date on which his Normal Retirement Date would occur if he remained        continuously employed by the Controlled Group.

(c) "Board " means the Board of Directors of the Company.

(d) "Change in Control " means, with respect to a        Participant designated by the Board as being a Participant to whom this        definition applies, an event defined as such in a certain written        agreement between the Company and the Participant that occurs during the        term of that agreement. The Participants as of the effective date of the        Plan to whom this definition applies and the dates on which the        applicable written agreement between the Company and the Participant was        executed are as follows: John C. Comparin - October 24, 1994;        Dennis J. Ferra - October 24, 1994; Francis X. Frantz -        October 24, 1994; Carroll D. McHenry - October 24, 1994;        James W. Milligan - October 24, 1994; Tom T. Orsini -        October 24, 1994; and Ronald D. Payne - October 24, 1994.

(e) "Code " means the Internal Revenue Code of 1986, as        amended, or corresponding provisions of any subsequent federal tax laws.

(f) "Company " means ALLTEL Corporation, a Delaware        corporation, its successors and survivors resulting from any merger or        acquisition of ALLTEL Corporation with or by any other corporation or        other entity or enterprise.

(g) "Compensation " means, with respect to the Controlled        Group, for a calendar year, the sum of: (a) the Participant's base        salary paid to the Participant during the calendar year; and (b) the        total of all amounts paid to the Participant pursuant to all incentive        compensation plans during the calendar year.

For purposes of this definition, incentive compensation plans shall        include, without limitation, the ALLTEL Corporation Performance        Incentive Compensation Plan or any successor thereto as in effect from        time to time, the ALLTEL Corporation Long-Term Performance Incentive        Compensation Plan or any successor thereto as in effect from time to        time, and any incentive bonus plan or arrangement that provides for        payment of cash compensation, and shall exclude, without limitation, the        ALLTEL Corporation Executive Deferred Compensation Plan or any successor        thereto as in effect from time to time, the ALLTEL Corporation 1998        Management Deferred Compensation Plan or any successor thereto as in        effect from time to time, any plan qualified or intended to be qualified        under Section 401(a) of the Code and any plan supplementary thereto,        executive fringe benefits, and any plan or arrangement under which        stock, stock options, stock appreciation rights, restricted stock or        similar options, stock, or rights are issued.

Notwithstanding the foregoing: (1) Compensation shall not be affected        by any compensation reduction pursuant to a "cafeteria plan"        as defined in Section 125 of the Code; (2) Compensation shall not be        affected by the deferral of any amount that would otherwise constitute        Compensation under any cash-or-deferred arrangement under Section 401(k)        of the Code or under any nonqualified arrangement, and any such deferred        amount (that would otherwise be Compensation) shall be credited to the        Participant as Compensation during the calendar year when the deferred        amount would have been paid (in the absence of the deferral election)        rather than during the period when the deferred amount is paid; and (3)        in no event shall any of the following be included as Compensation: (a)        any bonus payment not paid pursuant to a formalized incentive        compensation plan or arrangement covering executives of the Controlled        Group;(b) any payment, whether paid before or after employment        termination, pursuant to or in respect of any severance or change in        control plan, arrangement, or agreement, including, without limitation,        any agreement covered by Section 2.01(v), the Amended and Restated        Change-In-Control Severance Agreement dated as of December 29, 1997        between Kevin L. Beebe and 360 Communications Company, as amended, and        the Amended and Restated Change-In-Control Severance Agreement dated as        of December 29, 1997 between Jeffery R. Gardner and 360 Communications        Company, as amended; and (c) any amount paid or payable under the Plan.

(h) "Controlled Group " means the Company and any and all        other corporations, trades and/or businesses or organizations, the        employees of which together with the employees of the Company are        required, pursuant to the applicable provisions of Section 414 of        the Internal Revenue Code of 1986 as in effect on January 1, 1994,        to be treated as if they were employed by a single employer, but with        respect only to periods during which the controlled group status        described in Section 414 of the Internal Revenue Code of 1986 as in        effect on January 1, 1994 exists.

(i) "Defined Benefit Plan " means the Pension Plan and any        portion (or all) of any plan that is a defined benefit plan, as defined        in ERISA, maintained at any time by any member of the Controlled Group        that is intended at any time by the sponsor thereof to be a plan        qualified under Section 401(a) of the Code. Notwithstanding the        foregoing: (1) In the case of Kevin L. Beebe, any plan that is        (or was) a defined benefit plan, as defined in ERISA, maintained at any        time by 360 Communications Company, any affiliate of 360E        Communications Company, any predecessor of 360 Communications Company,        or any affiliate of any predecessor of 360 Communications Company that        is (or was) intended at any time by the sponsor thereof to be a plan        qualified under Section 401(a) of the Code shall be treated as a        Defined Benefit Plan for purposes of the Plan; (2) In the case of        Michael T. Flynn, any plan that is (or was) a defined benefit plan,        as defined in ERISA, maintained at any time by Southwestern Bell        Corporation, any affiliate of Southwestern Bell Corporation, any        predecessor of Southwestern Bell Corporation, or any affiliate of any        predecessor of Southwestern Bell Corporation that is (or was) intended        at any time by the sponsor thereof to be a plan qualified under        Section 401(a) of the Code shall be treated as a Defined Benefit        Plan for purposes of the Plan; and (3) In the case of Jeffery R.        Gardner, any plan that is (or was) a defined benefit plan, as defined in        ERISA, maintained at any time by 360 Communications Company, any        affiliate of 360 Communications Company, any predecessor of 360        Communications Company, or any affiliate of any predecessor of 360        Communications Company that is (or was) intended at any time by the        sponsor thereof to be a plan qualified under Section 401(a) of the        Code shall be treated as a Defined Benefit Plan for purposes of the        Plan.

(j) "Defined Contribution Plan " means the Profit-Sharing        Plan, the Thrift Plan, and any portion (or all) of any plan that is a        defined contribution plan, as defined in ERISA, maintained at any time        by any member of the Controlled Group that is intended at any time by        the sponsor thereof to be a plan qualified under Section 401(a) of the        Code, excluding, however, the Allied Telephone Company Profit Sharing        Plan, as amended from time to time, and any portion of any other plan        attributable to any merger with or transfer of assets and liabilities        from the Allied Telephone Company Profit Sharing Plan, as amended from        time to time. Notwithstanding the foregoing: (1) In case of Kevin L.        Beebe, the 360 Communications Company Retirement Savings Plan or any        successor thereto, as amended from time to time, shall be treated as a        Defined Contribution Plan for purposes of the Plan; and (2) In the case        of Michael T. Flynn, any plan that is (or was), a defined contribution        plan, as defined in ERISA, maintained at any time by Southwestern Bell        Corporation, and any affiliate of Southwestern Bell Corporation, any        predecessor of Southwestern Bell Corporation, or any affiliate of any        predecessor of Southwestern Bell Corporation that is (or was) intended        at any time by the sponsor thereof to be a plan qualified under Section        401(a) of the Code shall be treated as a Defined Contribution Plan for        purposes of the Plan; and (3) In the case of Jeffery R. Gardner, the 360        Communications Company Retirement Savings Plan or any successor thereto,        as amended from time to time, shall be treated as a Defined Contribution        Plan for purposes of the Plan

(k) "Early Retirement Date " means the date on which the        earliest of the following has occurred with respect to the Participant:        (1) the Participant is alive, the Participant is an employee of the        Controlled Group, the Participant has 20 or more Vesting Years of        Service, and the last day of the calendar month in which the        Participant's fifty-fifth (55th) birthday occurs has ended; (2) the        Participant is alive, the Participant is an employee of the Controlled        Group, the Participant has 15 or more Vesting Years of Service, and the        last day of the calendar month in which the Participant's sixtieth        (60th) birthday occurs has ended; or (3) the Participant is alive        and a Payment Trigger with respect to the Participant has occurred.

(l) "Employee Amounts " means any accrued benefit under any        Defined Benefit Plan, any Defined Contribution Plan, any Non-Qualified        Defined Benefit Plan, and any Non-Qualified Defined Contribution Plan        attributable to employee after-tax contributions, elective contributions        under Section 401(k) of the Code, rollover contributions under        Section 402 of the Code to the extent attributable to a        distribution from a plan not at any time maintained by any member of the        Controlled Group or to elective contributions under Section 401(k)        of the Code, or employee elective compensation reductions or deferrals        under any non-qualified arrangement (including earnings on such        contributions), but excluding any amounts attributable to matching        contributions described in Section 401(m) of the Code of a member        of the Controlled Group or amounts under any non-qualified arrangement        that would be matching contributions described in Section 401(m) of        the Code if the non-qualified arrangement were part of a Defined        Contribution Plan.

(m) "ERISA " means the Employee Retirement Income Security        Act of 1974, as amended, or corresponding provisions of any subsequent        federal laws.

(n) "Excess Plan " means the ALLTEL Corporation Excess        Benefit Plan or any successor thereto, as amended from time to time, the        Systematics Information Services, Inc. Excess Benefit Plan or any        successor thereto, as amended from time to time, and/or the Computer        Power, Inc. Excess Benefit Plan or any successor thereto, as amended        from time to time.

(o) "Non-Qualified Defined Benefit Plan " means the portion        of the Excess Plan that provides a defined benefit and the portion (or        all) of any plan that is a defined benefit plan, as defined in ERISA,        maintained at any time by any member of the Controlled Group that is not        intended at any time by the sponsor thereof to be a plan qualified under        Section 401(a) of the Code. For purposes of this definition, whether an        arrangement is a defined benefit plan as defined in ERISA shall be        determined without regard to Section 3(36) of ERISA, Section 4        of ERISA, or any other provision of ERISA that provides a partial or        total exclusion from coverage under or applicability of ERISA, without        regard to whether the arrangement covers more than one employee, and        without regard to whether the arrangement meets any formality        requirements to be considered a plan. Notwithstanding the foregoing, in        the case of Michael T. Flynn: (1) the provisions of        Article II and Article IV (and other provisions integrally        thereto) of the Amended and Restated Supplemental Retirement Benefit        Agreement dated July 14, 1997 between Michael T. Flynn and        ALLTEL Corporation, as amended from time to time, shall be treated as a        Non-Qualified Defined Benefit Plan for purposes of the Plan; and        (2) any similar non-qualified retirement benefit or survivor        benefit arrangement maintained by Southwestern Bell Corporation or any        of its affiliates or any of their successors shall be treated as a        Non-Qualified Defined Benefit Plan for purposes of the Plan.

(p) "Non-Qualified Defined Contribution Plan " means those        portions of the Excess Plan, the ALLTEL Corporation Executive Deferred        Compensation Plan or any successor thereto, as amended from time to        time, the ALLTEL Corporation 1998 Management Deferred Compensation Plan        or any successor thereto, as amended from time to time, the ALLTEL        Corporation Performance Incentive Plan or any successor thereto, as        amended from time to time, and the ALLTEL Corporation Long-Term        Performance Incentive Compensation Plan or any successor thereto, as        amended from time to time, that provides deferred compensation based on        a hypothetical defined contribution, and the portion (or all) of any        plan that is a defined contribution plan, as defined in ERISA,        maintained at any time by any member of the Controlled Group that is not        intended at any time by the sponsor thereof to be a plan qualified under        Section 401(a) of the Code. For purposes of this definition, whether an        arrangement is a defined contribution plan as defined in ERISA shall be        determined without regard to Section 3(36) of ERISA, Section 4        of ERISA, or any other provision of ERISA that provides a partial or        total exclusion from coverage under or applicability of ERISA, without        regard to whether the arrangement covers more than one employee, and        without regard to whether the arrangement meets any formality        requirements to be considered a plan. Notwithstanding the foregoing: (1)        In the case of Kevin L. Beebe, the 360 Communications Company Deferred        Compensation Plan or any successor thereto, as amended from time to        time, shall be treated as a Non-Qualified Defined Contribution Plan for        purposes of the Plan; (2) In the case of Kevin L. Beebe, the 360        Communications Company Retirement Savings Restoration Plan or any        successor thereto, as amended from time to time, shall be treated as a        Non-Qualified Defined Contribution Plan for purposes of the Plan; (3) In        the case of Michael T. Flynn, the provisions of Article III (and other        provisions integrally related thereto) of the Amended and Restated        Supplemental Retirement Benefit Agreement dated July 14, 1997 between        Michael T. Flynn and ALLTEL Corporation, as amended from time to time,        shall be treated as a Non-Qualified Defined Contribution Plan for        purposes of the Plan, and any non-qualified defined contribution plan        maintained at any time by Southwestern Bell Corporation, any affiliate        of Southwestern Bell Corporation, any predecessor of Southwestern Bell        Corporation, or any affiliate of any predecessor of Southwestern Bell        Corporation shall be treated as a Non-Qualified Defined Contribution        Plan for purposes of the Plan;(4) In the case of Jeffery R. Gardner, the        360 Communications Company Deferred Compensation Plan or any successor        thereto, as amended from time to time, shall be treated as a        Non-Qualified Defined Contribution Plan for purposes of the Plan; and        (5) In the case of Jeffery R. Gardner, the 360 Communications Company        Retirement Savings Restoration Plan or any successor thereto, as amended        from time to time, shall be treated as a Non-Qualified Defined        Contribution Plan for purposes of the Plan.

(q) "Normal Retirement Date " means the date on which the        earliest of the following has occurred with respect to the Participant:        (1) the Participant is alive, the Participant is an employee of the        Controlled Group, and the last day of the calendar month in which the        Participant's sixty-fifth (65th) birthday occurs has ended; or        (2) the Participant is alive, the Participant's Early Retirement        Date has occurred other than by reason of a Payment Trigger, and a        Payment Trigger with respect to the Participant has occurred.

(r) "Offset Defined Benefit Amounts " means the Actuarial        Equivalent of any accrued benefits under any Defined Benefit Plan and/or        any Non-Qualified Defined Benefit Plan that have been distributed or        paid to, with respect to, or on behalf of the Participant or that are        currently payable to, with respect to, or on behalf of the Participant        determined without regard to any requirement that the Participant elect        to receive such benefits, but excluding any Employee Amounts.

(s) "Offset Defined Contribution Amounts " means the sum        of: (1) the Actuarial Equivalent of any accrued benefits under any        Defined Contribution Plan and/or any Non-Qualified Defined Contribution        Plan determined as of the most recent valuation date for determining        accrued benefits thereunder immediately preceding the date as of which        the retirement or Spouse pre-retirement death benefit hereunder        commences, but excluding any Employee Amounts; (2) the Actuarial        Equivalent of any accrued benefits under any Defined Contribution        Plan and/or any Non-Qualified Defined Contribution Plan distributed or        paid to, with respect to, or on behalf of the Participant prior to the        valuation date referred to in (1) above, but excluding any Employee        Amounts. For purposes of this definition, amounts described in        clause (2) transferred in a rollover under Section 402 of the        Code to a plan maintained by a member of the Controlled Group and not        again distributed or paid to, with respect to, or on behalf of the        Participant, shall be taken into account under clause (1) of        this definition and not under clause (2) of this definition.

(t) "Participant " means a person (1) who is        designated by the Board as a participant in the Plan, and (2) who        agrees to be bound by the provisions of the Plan on a form provided by        the Company. The only Participants as of the date of this restatement of        the Plan are the persons listed in Section 2.01(u).

(u) "Payment Trigger " means, with respect to a Participant        designated by the Board as being a Participant to whom this definition        applies, an event defined as such in a certain written agreement between        the Company and the Participant that occurs during the term of that        agreement. The Participants as of the date of this restatement of the        Plan to whom this definition applies and the dates on which the        applicable written agreement between the Company and the Participant was        executed are as follows: Francis X. Frantz - October 24, 1994;        James W. Milligan - October 24, 1994; Scott T. Ford - April        25, 1996; Jeffrey H. Fox - January 30, 1997; Kevin L. Beebe -        July 23, 1998; Michael T. Flynn - July 23, 1998; and        Jeffery R. Gardner - January 28, 1999.

(v) "Payment Trigger Compensation " means, with respect to        the Controlled Group, the sum of: (1) the highest of (a) the        Participant's annual base salary in effect immediately prior to the        occurrence of a Change in Control, (b) the Participant's annual        base salary in effect immediately prior to the occurrence of a Payment        Trigger, or (c) the Participant's annual base salary in effect on        the day immediately preceding the Participant's Retirement; and        (2) the highest of (a) the aggregate maximum amounts payable        to the Participant pursuant to all incentive compensation plans for the        fiscal year or other measuring period commencing coincident with or most        recently prior to the date on which a Change in Control occurs,        (b) the aggregate maximum amounts payable to the Participant        pursuant to all incentive compensation plans for the fiscal year or        other measuring period commencing coincident with or most recently prior        to the date on which a Payment Trigger occurs, or (c) the aggregate        maximum amounts payable to the Participant pursuant to all incentive        compensation plans for the fiscal year or other measuring period        commencing coincident with or most recently prior to the date of the        Participant's Retirement, in each case assuming that the Participant        were continuously employed by the Controlled Group on the terms and        conditions, including, without limitation, the terms of the incentive        plans, in effect immediately prior to the Change in Control, Payment        Trigger, or Retirement whichever applies, until the last day of that        fiscal year or other measuring period. For purposes of this definition,        amounts payable to the Participant pursuant to an incentive compensation        plan for the fiscal year or other measuring period commencing coincident        with or most recently prior to the date on which the Change of Control,        Payment Trigger, or Retirement, as applicable, occurs (the        "applicable year/period") shall not include amounts        attributable to a fiscal year or other measuring period that commenced        prior to the applicable year/period and that become payable during the        applicable year/period.

For purposes of this definition, incentive compensation plans shall        include, without limitation, the ALLTEL Corporation Performance        Incentive Compensation Plan or any successor thereto as in effect from        time to time, the ALLTEL Corporation Long-Term Performance Incentive        Compensation Plan or any successor thereto as in effect from time to        time, and any incentive bonus plan or arrangement that provides for        payment of cash compensation, and shall exclude, without limitation, the        ALLTEL Corporation Executive Deferred Compensation Plan or any successor        thereto as in effect from time to time, the ALLTEL Corporation 1998        Management Deferred Compensation Plan or any successor thereto as in        effect from time to time, any plan qualified or intended to be qualified        under Section 401(a) of the Code and any plan supplementary thereto,        executive fringe benefits, and any plan or arrangement under which        stock, stock options, stock appreciation rights, restricted stock or        similar options, stock, or rights are issued.

Notwithstanding the foregoing: (1) Payment Trigger Compensation shall        not be affected by any compensation reduction pursuant to a        "cafeteria plan" as defined in Section 125 of the Code;        (2) Payment Trigger Compensation shall not be affected by the        deferral of any amount that would otherwise constitute Compensation        under any cash-or-deferred arrangement under Section 401(k) of the Code        or under any nonqualified arrangement, and any such deferred amount        (that would otherwise constitute Payment Trigger Compensation) shall be        taken into account as of the date the deferred amount would have been        payable (in the absence of the deferral election) rather than when the        deferred amount is payable; and (3) in no event shall any of the        following be included as Payment Trigger Compensation: (a) any bonus        payment not paid or payable pursuant to a formalized incentive        compensation plan or arrangement covering executives of the Controlled        Group;(b) any payment, whether paid or payable before or after        employment termination, pursuant to or in respect of any severance or        change in control plan, arrangement, or agreement, including, without        limitation, any agreement covered by Section 2.01(v), the Amended and        Restated Change-In-Control Severance Agreement dated as of December 29,        1997 between Kevin L. Beebe and 360 Communications Company, as amended,        and the Amended and Restated Change-In-Control Severance Agreement dated        as of December 29, 1997 between Jeffery R. Gardner and 360        Communications Company, as amended; and (c) any amount paid or payable        under the Plan.

(w) "Pension Plan " means the ALLTEL Corporation Pension        Plan or any successor thereto, as amended from time to time.

(x) "Profit-Sharing Plan " means the ALLTEL Corporation        Profit-Sharing Plan or any successor thereto, as amended from time to        time, the Profit Sharing Plan for Employees of Systematics Information        Services, Inc. and Participating Affiliates or any successor thereto, as        amended from time to time, and/or the TDS Healthcare Systems Corporation        Profit Sharing Plan or any successor thereto, as amended from time to        time.

(y) "Retirement " means that the Participant is alive and        is no longer an employee of any member of the Controlled Group on a date        occurring after the Participant's Normal Retirement Date or after the        Participant's Early Retirement Date.

(z) "SERP Compensation " means, with respect to a        Participant, the highest of: (1) the Participant's Payment Trigger        Compensation (if a Payment Trigger has occurred with respect to the        Participant); (2) the Participant's Compensation for the calendar        year immediately preceding the calendar year in which the Participant's        Retirement occurs; or (3) the Participant's average annual        Compensation for the three calendar years preceding the calendar year in        which the Participant's Retirement occurs.

(aa) "Spouse " means the person (if any) to whom the        Participant is legally married at the time of the Participant's death.

(bb) "Thrift Plan " means the Thrift Plan for Employees of        Systematics Information Services, Inc. and Participating Affiliates or        any successor thereto, as amended from time to time, the CP National        Incentive Thrift Savings Plan or any successor thereto, as amended from        time to time, the Computer Power, Inc. Retirement Savings Plan or any        successor thereto, as amended from time to time, and/or the Houston Wire        & Cable Company Combination Profit Sharing and Salary Deferral Plan        or any successor thereto, as amended from time to time.

(cc) "Vesting Year of Service " means, with respect to a        Participant, (1) for periods prior to January 1, 1989, each        "Vesting Year of Service" with which he was credited on        December 31, 1988, if any, under the ALLTEL Corporation        Pension Plan (January 1, 1985 Restatement), as in effect on        December 31, 1988, and (2) for periods after December 31,        1988, each calendar year in which the Participant completes at least        1,000 hours of service with an employer that is a member of the        Controlled Group (including only hours of service completed while the        employer was a member of the Controlled Group). For the purpose of this        definition, hours of service shall be determined in accordance with        Department of Labor Regulations Sections 2530.200b-2(a) and        2530.200b-3(e)(1)(iv) as in effect on January 1, 1994.        Notwithstanding the foregoing, there shall be added to Kevin L. Beebe's        Vesting Years of Service for purposes of the Plan fourteen        (14) years. Notwithstanding the foregoing, there shall be added to        Jeffery R. Gardner's Vesting Years of Service for purposes of the Plan        thirteen (13) years

**Section 2.02.  Construction and Governing Law .**
(a) The Plan shall be construed, enforced, and administered and the        validity thereof determined in accordance with the laws of the State of        Delaware, to the extent that applicable federal law does not apply to        the Plan.

(b) Words used herein in the masculine gender shall be construed to        include the feminine gender where appropriate and the words used herein        in the singular or plural shall be construed as being in the plural or        singular where appropriate.
**ARTICLEIII

Retirementand Spousal Death Benefits

Section 3.01.  Eligibility . A Participant whoseRetirement has occurred shall receive a retirement benefit as provided inSection 3.02. The surviving Spouse of a Participant whose death occurs onor after the date of the Participant's Retirement shall receive apost-retirement death benefit as provided in Section 3.02. The survivingSpouse of a Participant whose death occurs while he is an employee of theControlled Group shall receive a pre-retirement death benefit as provided inSection 3.03.

**Section 3.02.  Amount of Retirement Benefit .**The amount of annual retirement benefit payable to a Participant who is eligibletherefor shall be equal to: (1) the product of the Participant's BenefitPercentage and the Participant's SERP Compensation; less (2) any OffsetDefined Contribution Amounts, and (if already paid or when currently payable)any Offset Defined Benefit Amounts. The amount of annual post-retirement deathbenefit payable to the surviving Spouse (if any) of a Participant described inthe immediately preceding sentence shall be an amount equal to fifty percent(50%) of the annual retirement benefit the Participant was entitled to receiveimmediately prior to his death.

**Section 3.03.  Amount of Pre-Retirement Spouse DeathBenefit .** The pre-retirement death benefit payable under thisSection 3.03 to a surviving Spouse who is eligible therefor shall bedetermined as follows: The annual death benefit payable to the surviving Spouseshall be equal to fifty percent (50%) of the annual retirement benefit theParticipant would have received if his employment with the Controlled Group hadterminated on the day immediately preceding the date of his death, except thatif the Participant's Early Retirement Date or Normal Retirement Date has notoccurred prior to his death, the first day of the calendar month in which theParticipant's death occurs shall be considered the Participant's EarlyRetirement Date (for purposes only of computing the benefit under thisSection 3.03).

**Section 3.04.  Form and Timing of Payment .**The form of payment of the applicable benefit as determined under thisArticle III shall be a monthly amount equal to one-twelfth (1/12th) of theannual benefit amount, payable monthly as of the first day of each calendarmonth for the life only of the retired Participant or Spouse, as applicable.Payment of a Participant's retirement benefit under the Plan shall commence asof the first day of the calendar month next following the calendar month inwhich the Participant's Retirement occurs, and the last monthly payment of theretirement benefit shall be for the calendar month in which the retiredParticipant's death occurs. Any Spouse death benefit under the Plan shallcommence as of the first day of the calendar month next following the calendarmonth in which the Participant's death occurs, and the last monthly payment ofthe Spouse death benefit shall be for the calendar month in which the Spouse'sdeath occurs.

**Section 3.05.  Health and Dental Benefits .**
(a) The Company shall provide to a retired Participant who receives aretirement benefit under Section 3.02, a spouse to whom the retiredParticipant is legally married, and the retired Participant's eligibledependents, and/or to a Spouse of a Participant who receives a post-retirementdeath benefit under Section 3.02 or a pre-retirement death benefit underSection 3.03, health and dental benefits equivalent to the health anddental benefits provided to active employees of the Company, spouses of activeemployees of the Company, and their eligible dependents under the health anddental plans of the Company (or in the event the Company does not maintain sucha plan or plans, another comparable plan or plans of the Controlled Group), asin effect from time to time, and under any additional and/or supplemental plansprovided to executives of the Company and their spouses and eligible dependents(or in the event the Company does not maintain such a plan or plans, anothercomparable plan or plans of the Controlled Group), as in effect from time totime (the "equivalent coverage"). Notwithstanding the foregoing,subject to any applicable legal requirements, the equivalent coverage maycoordinate with any government provided coverage (with the government providedcoverage as primary) to the extent that the government provided coverage isprovided to the recipient without any requirement that the recipient pay anypremium or make any contribution as a condition of receiving the governmentprovided coverage and to the extent that the equivalent coverage (withcoordination) and the government provided coverage provide coverage at leastequal to the equivalent coverage (without coordination). Eligible dependentsshall be those dependents of the retired Participant or Spouse, as applicable,that meet the requirements of the applicable coverage to be eligible fordependent coverage. The equivalent coverage shall be provided by the Company forthe lifetime of the retired Participant or Spouse, as applicable, and withoutregard to any acceleration of payment of benefits under Section 5.05. Theequivalent coverage shall be provided by the Company without any requirement forthe recipient thereof to pay any premium or contribution as a condition ofreceiving the coverage. The Company shall provide the equivalent coveragethrough its established plans in effect from time to time or through any othermeans, at the Company's option. The Participant, spouse, Spouse, and/ordependents shall provide reasonable cooperation to the Company in obtaining anyinsurance for the equivalent coverage that the Company desires to purchase.

(b) If taxes are imposed on the retired Participant, spouse, Spouse, ordependents with respect to the equivalent coverage and/or benefits receivedunder the equivalent coverage that are greater than the amount of taxes (if any)that would be imposed with respect to the equivalent coverage and/or benefitsreceived under the equivalent coverage if it were received by an active employee(and/or spouses and dependents) of the Controlled Group through a generallyapplicable plan or plans, the Company shall make additional cash payments to theretired Participant, spouse, Spouse, and/or dependents (a "Gross-UpPayment") in an amount equal to the additional taxes imposed on the retiredParticipant, spouse, Spouse and/or dependents and an amount sufficient to paythe cumulative taxes (including any interest and penalties imposed with respectto such taxes) relating to the Gross-Up Payment so that the equivalent coverageand/or benefits received under the equivalent coverage received by the retiredParticipant, spouse, Spouse and/or dependents pursuant to this Section 3.05after reduction for taxes is an amount equal to the equivalent coverage and/orbenefits if it were received by an active employee (and/or spouses anddependents) of the Controlled Group through a generally applicable plan or plansafter reduction for taxes (if any). Notwithstanding the foregoing or the otherprovisions of this Section 3.05, to the extent that the Gross-Up Paymentrecipient would be entitled to a tax gross-up payment from the Company withrespect to the equivalent coverage and/or benefits and/or Gross-Up Paymentprovided under this Section 3.05 under any other agreement, the Gross-UpPayment provisions of this Section 3.05 shall not apply.

(c) Subject to the provisions of paragraph (d) of thisSection 3.05, all determinations required to be made under this Section3.05, including whether and when a Gross-Up Payment is required and the amountof such Gross-Up Payment and the assumptions to be utilized in arriving at thedetermination, shall be made by a nationally recognized certified publicaccounting firm designated by the Gross-Up Payment recipient (the"Accounting Firm") which shall provide detailed supportingcalculations both to the Company and the Gross-Up Payment recipient within 30days after the receipt of notice from the Gross-Up Payment recipient, or suchearlier time as is requested by the Company. All fees and expenses of theAccounting Firm shall be borne solely by the Company. Any Gross-Up Payment, asdetermined in accordance with this Section 3.05, shall be paid by theCompany to the Gross-Up Payment recipient within five days after the receipt ofthe Accounting Firm's determination. If the Accounting Firm determines that noamount is payable by the Company to the Gross-Up Payment recipient, it shall soindicate to the Gross-Up Payment recipient in writing. Any determination by theAccounting Firm shall be binding upon the Company and the Gross-Up Paymentrecipient. As a result of uncertainty in the application of the Code at the timeof the initial determination by the Accounting Firm, it is possible thatGross-Up Payments that the Company should have made will not have been made (an"Underpayment"), consistent with the calculations required to be madehereunder. In the event the Company exhausts its remedies in accordance withparagraph (d) of this Section 3.05 and the Gross-Up Payment recipientthereafter is required to make a payment of any tax in respect of the claim, theAccounting Firm shall determine the amount of Underpayment that has occurred andthe Underpayment shall be promptly paid by the Company to or for the benefit ofthe Gross-Up Payment recipient.

(d) The Gross-Up Payment recipient shall notify the Company in writing of anyclaim by the Internal Revenue Service that, if successful, would require aGross-Up Payment (that has not already been paid by the Company). Thenotification shall be given as soon as practicable but no later than tenbusiness days after the Gross-Up Payment recipient is informed in writing of theclaim and shall apprise the Company of the nature of the claim and the date onwhich the claim is requested to be paid. The Gross-Up Payment recipient shallnot pay the claim prior to the expiration of the 30-day period following thedate on which the Gross-Up Payment recipient gives notice to the Company or anyshorter period ending on the date that any payment of taxes with respect to theclaim is due. If the Company notifies the Gross-Up Payment recipient in writingprior to the expiration of the 30-day period that it desires to contest theclaim, the Gross-Up Payment recipient shall:

(i) give the Company any information reasonably requested by the Company    relating to the claim;

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

(iii) cooperate with the Company in good faith in order effectively to    contest the claim; and

(iv) permit the Company to participate in any proceedings relating to the    claim.

The Company shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with the contest andshall indemnify and hold the Gross-Up Payment recipient harmless, on anafter-tax basis, for any tax (including interest and penalties with respectthereto) imposed as a result of the representation and payment of costs andexpenses. Without limitation of the foregoing provisions of thisSection 3.05, the Company shall control all proceedings taken in connectionwith the contest and, at its sole option, may pursue or forego any and alladministrative appeals, proceedings, hearings, and conferences with the taxingauthority in respect of the claim and may, at its sole option either direct theGross-Up Payment recipient to pay the tax claimed and sue for a refund orcontest the claim in any permissible manner, and the Gross-Up Payment recipientagrees to prosecute the contest to a determination before any administrativetribunal, in a court of initial jurisdiction, and in one or more appellatecourts, as the Company shall determine. If the Company directs the Gross-UpPayment recipient to pay the claim and sue for a refund, the Company shalladvance the amount of the payment to the Gross-Up Payment recipient, on aninterest-free basis, and shall indemnify and hold the Gross-Up Payment recipientharmless, on an after-tax basis from any tax (including interest or penaltieswith respect thereto) imposed with respect to the advance or with respect to anyimputed income with respect to the advance; and any extension of the statute oflimitations relating to payment of taxes for the taxable year of the Gross-UpPayment recipient with respect to which the contested amount is claimed to bedue shall be limited solely to the contested amount. The Company's control ofthe contest shall be limited to issues with respect to which a Gross-Up Paymentwould be payable hereunder and the Gross-Up Payment recipient shall be entitledto settle or contest, as the case may be, any other issue raised by the InternalRevenue Service or any other taxing authority.

(e) If, after the receipt by the Gross-Up Payment recipient of an amountadvanced by the Company pursuant to paragraph (d) of thisSection 3.05, the Gross-Up Payment recipient becomes entitled to receiveany refund with respect to the claim, the Gross-Up Payment recipient shall,subject to the Company's compliance with the provisions of paragraph (d) ofthis Section 3.05, promptly pay to the Company the amount of the refund(together with any interest paid or credited thereon after taxes applicablethereto). If, after the receipt by the Gross-Up Payment recipient of an amountadvanced by the Company pursuant to paragraph (d) of thisSection 3.05, a determination is made that the Gross-Up Payment recipientshall not be entitled to any refund with respect to the claim and the Companydoes not notify the Gross-Up Payment recipient in writing of its intent tocontest the denial of refund prior to the expiration of 30 days after thedetermination, then the advance shall be forgiven and shall not be required tobe repaid and the amount of the advance shall offset, to the extent thereof, theamount of Gross-Up Payment required to be paid.
**ARTICLE IV

Administration

Section 4.01.  Plan Administrator . The PlanAdministrator shall be the Company, except that, any discretionary determinationprovided for in the Plan with respect to the timing, amount, or form of aParticipant's benefit under the Plan shall be made by the Compensation Committeeof the Board. The Plan Administrator may retain auditors, accountants, legalcounsel and actuarial counsel selected by it. Any person authorized to act onbehalf of the Plan Administrator may act in any such capacity, and any suchauditors, accountants, legal counsel and actuarial counsel may be persons actingin a similar capacity for one or more members of the Controlled Group and may beemployees of one or more members of the Controlled Group. The opinion of anysuch auditor, accountant, legal counsel or actuarial counsel shall be full andcomplete authority and protection in respect to any action taken, suffered oromitted by any person authorized to act on behalf of the Plan Administrator ingood faith and in accordance with such opinion. Notwithstanding the foregoing,no person shall vote or take action on a matter solely with respect to his ownPlan benefit.

**Section 4.02.  Expenses .** The Companyshall pay all expenses incurred in the administration of the Plan.

**Section 4.03.  Records .** The Companyshall keep such records as shall be proper, necessary or desirable to effectuatethe purposes of the Plan, including, without in any manner limiting thegenerality of the foregoing, records and information with respect to thebenefits granted to Participants, dates of employment and determinations madehereunder.

**Section 4.04.  Legal Incompetency .** ThePlan Administrator may, in its discretion, make or cause to be made paymenteither directly to an incompetent or disabled person, or to the guardian of suchperson, or to the person having custody of such person, without furtherliability on the part of the Company, any member of the Controlled Group, thePlan Administrator, or any person, for the amounts of such payment to the personon whose account such payment is made.

**Section 4.05****.  Claims Procedure .** Theclaims procedures provisions of the ALLTEL Corporation Pension Plan(January 1, 1994 restatement), as in effect on the date of this restatementof the Plan, are incorporated herein by reference and shall apply to benefitsunder Article III of the Plan.
**ARTICLE V

Miscellaneous

Section 5.01.  Amendments . The Board fromtime to time may amend, suspend, or terminate, in whole or in part, any or allof the provisions of the Plan, effective as of any date specified in the actionby the Board, except that no such action, other than an action that increasesbenefits provided by the Plan, taken by the Board on or after the date a Changein Control or Payment Trigger has occurred with respect to a Participant or onor after the date on which a Participant's Early Retirement Date, NormalRetirement Date, or death, as applicable, has occurred shall be effective withrespect to the Participant (or the Participant's Spouse, spouse, dependents orother person claiming through the Participant or Spouse), unless theParticipant, spouse, or Spouse consents in writing thereto. Any action of theBoard amending, suspending, or terminating the Plan shall be set forth in awritten resolution of the Board. The Plan Administrator shall furnish a copy ofthe written resolution to each Participant affected thereby or person claimingbenefits under the Plan through a Participant affected thereby as soon aspracticable after the adoption of the resolution.

**Section 5.02.  No Employment Rights .**Neither the establishment or maintenance of the Plan nor the status of anemployee as a Participant shall give any Participant any right to be retained inthe employ of any member of the Controlled Group; and no Participant and noperson claiming under or through such Participant shall have any right orinterest in any benefit under the Plan unless and until the terms, conditionsand provisions of the Plan affecting such Participant shall have been satisfied.

**Section 5.03.  Nonalienation .**  Theright of any Participant or any person claiming under or through suchParticipant to any benefit or any payment hereunder shall not be subject in anymanner to attachment or other legal process for the debts of such Participant orperson; and the same shall not be subject to anticipation, alienation, sale,transfer, assignment or encumbrance.

**Section 5.04.  Limitation of Liability .**  Nomember of the Board and no officer or employee of any member of the ControlledGroup shall be liable to any person for any action taken or omitted inconnection with this Plan, nor shall any member of the Controlled Group beliable to any person for any such action or omission. No person shall, becauseof the Plan, acquire any right to an accounting or to examine the books or theaffairs of any member of a Controlled Group. Nothing in the Plan shall beconstrued to create any trust or fiduciary relationship between any member ofthe Controlled Group and any Participant or any other person.

**Section 5.05.  Acceleration of Payment .**The Compensation Committee of the Board in its sole discretion may acceleratethe payment of any benefit under the Plan to the extent that it deems itequitable or desirable under the circumstances with respect to: (1) aParticipant who is still an employee of the Controlled Group and who would meetthe requirements to receive a benefit under the Plan if the Participant'semployment with the Controlled Group were then involuntarily terminated otherthan by the Participant's death (i.e., the Participant's Retirement would occurby reason of the employment termination either because the Participant has metthe age and service requirements for Retirement or because the termination ofemployment would be a Payment Trigger); and (2) a Participant who is not anemployee of the Controlled Group and who has met the requirements to receive abenefit under the Plan (i.e., the Participant's Retirement has occurred); and(3) a Participant whose death occurred while the Participant was an employee ofthe Controlled Group. If payment of a married Participant's retirement benefitis accelerated, payment of the post-retirement death benefit to theParticipant's spouse shall also be accelerated, payment of which shall be madeto the Participant rather than the Participant's spouse. Any accelerated paymentof a benefit (or portion of a benefit) under the Plan shall be in a single sumpayment that is the Actuarial Equivalent of the benefit (or portion of abenefit) the payment of which is being accelerated. Any action of theCompensation Committee accelerating the payment of a benefit under this Section5.05 may not be changed unless the Participant, or the Participant's Spouse ifthe Participant has died, consents in writing thereto. Notwithstanding any otherprovision of the Plan to the contrary, if payment of a spouse death benefit isaccelerated, no other death benefit shall be payable under the Plan with respectto any spouse of the Participant.

**Section 5.06.  Representative of Board;Compensation Committee .**  The Board may from time to timedesignate an individual or committee to carry out any duties or responsibilitiesof the Board hereunder (not including any duty or responsibility specificallycharged to the Compensation Committee of the Board hereunder). If at any timethere is no Compensation Committee of the Board, the Board shall have any dutyor responsibility charged specifically to the Compensation Committee of theBoard hereunder.

 

**Section 5.07.  Other Benefits .** Nothing inthis Plan shall be construed to affect an employee's right to participate in anybenefit plan, qualified or unqualified, of the Controlled Group, according tothe terms of that plan.

**Section 5.08.  Reemployment of a Participant .**In the event of the reemployment as an employee in any capacity by the Companyor a member of the Controlled Group of a Participant whose employment coveredunder the Plan has terminated, payment of his benefits under the Plan shall besuspended during his period of reemployment to the same extent as payment of hisbenefits under the Pension Plan are suspended. The Participant shall accrueadditional benefits under the Plan with respect to his reemployment period onlyif he again becomes a Participant as provided in Section 2.01.

IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this First Restatement tobe executed as of this 14th day of May, 2001.

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**ALLTEL CORPORATION****By    **/s/Scott T.Ford                                                           **Name:**        Scott T.Ford                                                     **Title:       **   President &COO                         **                    ****               **********