Exhibit
      (10)(g)(1)







ALLTEL
      CORPORATION




PERFORMANCE
      INCENTIVE COMPENSATION PLAN




(As
      Amended and Restated as of November 16, 2007)










I.  PURPOSE




The
      purpose of the Alltel Corporation Performance Incentive Compensation Plan,
      as
      amended and restated effective as of November 16, 2007 (the “Plan”), is to
      advance the interests of Alltel Corporation (the “Company”) by strengthening,
      through the payment of incentive awards, the linkage between executives of
      the
      Company and stockholders of the Company, the decision-making focus of executives
      of the Company upon improving stockholder wealth, and the ability of the Company
      to attract and retain those key employees upon whose judgment, initiative,
      and
      efforts the successful growth and profitability of the Company
      depends.




II.  DEFINITIONS




a.  “Award”
      shall mean a cash award granted under the Plan to a Participant by the Committee
      pursuant to such terms, conditions, restrictions and/or limitations, if any,
      as
      the Committee may establish.




b.  “Beneficiary”
      shall mean the beneficiary or beneficiaries designated in accordance with
      Section XII to receive any amount payable under the Plan after the death of
      a
      Participant.




c.  “Board”
      shall mean the Board of Directors of the Company.




d.  “CEO”
      shall mean the Chief Executive Officer of the Company.




e.  “Code”
      shall mean the Internal Revenue Code of 1986, as amended.




f.  “Committee”
shall
      mean the
      Board or any committee designated by the Board (or subcommittee
      thereof).




g.  “Company”
      shall mean 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.




h.  “Disability”
      shall mean incapacity resulting in the Participants being unable to engage
      in
      gainful employment at his usual occupation by reason of any medically
      demonstrable physical or mental condition, excluding, however, incapacity
      contracted, suffered or incurred while the Participant was engaged in, or which
      resulted from having engaged in, a felonious enterprise; incapacity resulting
      from or consisting of chronic alcoholism or addiction to drugs or abuse; and
      incapacity resulting from an intentionally self-inflicted injury or
      illness.




i.  “Effective
      Date” shall mean January 1, 2008.




j.  “Eligible
      Employee” shall mean any officer or key management employee of the Company or a
      Subsidiary who is a regular full-time employee of the Company or a
      Subsidiary.  A director of the Company or a Subsidiary is not an
      Eligible Employee unless he is also a regular full-time salaried employee of
      the
      Company or a Subsidiary.  A “full-time” employee means
      any









employee
      who is customarily employed more than 20 hours per week and at least six months
      per year.




k.  “Participant”
      shall mean any Eligible Employee who is approved by the Committee for
      participation in the Plan for the Plan Year with respect to which an Award
      may
      be made and which has not been paid, forfeited or otherwise terminated or
      satisfied under the Plan.




l.  “Payout
      Formula” shall mean the formula established by the Committee for determining
      Awards for a Plan Year based on the level of achievement of the Performance
      Objectives for the Plan Year.




m.  “Performance
      Objectives” means the measurable performance objective or objectives established
      pursuant to the Plan for Participants.  Performance Objectives may be
      described in terms of Company-wide objectives or objectives that are related
      to
      the performance of the individual Participant or of the Subsidiary, division,
      department, region or function within the Company or Subsidiary in which the
      Participant is employed.  The Performance Objectives may be made
      relative to the performance of other corporations.  Performance
      Objectives may be stated as a combination of factors.




n.  “Plan”
      shall mean the Alltel Corporation Performance Incentive Compensation Plan,
      as
      set forth in this instrument, as amended from time to time.




o.  “Plan
      Year” shall mean the Company’s fiscal year for tax and financial reporting
      purposes, or such other period as determined by the Committee in its discretion,
      to be used to measure actual performance against Performance Objectives and
      to
      determine the amount of Awards for Participants.




p.  “Retirement”
      shall mean the Participant’s termination of employment with the Company and/or
      all Subsidiaries for any reason other than death after either: (i) attaining
      age
      fifty-five and completing twenty (20) or more “Vesting Years of Service”; (ii)
      attaining age sixty (60) and completing fifteen (15) or more “Vesting Years of
      Service”; or (iii) satisfying the conditions specified for eligibility for
“retirement” under a written employment contract between the Participant and the
      Company and/or a Subsidiary.  For purposes of the immediately
      preceding sentence, “Vesting Years of Service” shall have the meaning given it
      under the terms of the Alltel Corporation Pension Plan (as Amended and Restated
      Effective January 1, 1989), as in effect on January 1, 2008.




q.  “Subsidiary”
      shall mean a corporation of which fifty percent (50%) or more of the issued
      and
      outstanding voting stock is owned (directly or indirectly) by the
      Company.




III.  ADMINISTRATION




a.  Administration
      of the Plan shall be by the Committee, which shall, in applying and interpreting
      the provisions of the Plan, have full power and authority to construe, interpret
      and carry out the provisions of the Plan.  All decisions,
      interpretations and actions of the Committee under the Plan shall be at the
      Committee’s sole and absolute discretion and shall be final, conclusive and
      binding upon all parties.  The generality of the provisions of the
      immediately preceding sentence shall not be deemed to be limited by any
      reference to the




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Committee’s
      discretion in any other provision of the Plan.  The Committee may
      delegate to the CEO or other officers, subject to such terms as the Committee
      shall determine, authority to perform certain functions, including
      administrative functions, except that the Committee shall retain exclusive
      authority to determine matters relating to Awards to the CEO and other
      individuals who are Covered Employees.  In the event of such
      delegation, all references to the Committee in this Plan shall be deemed
      references to such officers as it relates to those aspects of the Plan that
      have
      been delegated.




b.  No
      member
      of the Committee shall be jointly or severally liable by reason of any contract
      or other instrument executed by him or on his behalf in his capacity as a member
      of the Committee, nor for any mistake of judgment made in good faith, and the
      Company shall indemnify and hold harmless each member of the Committee and
      each
      other officer, employee and director of the Company to whom any duty or act
      relating to the administration of the Plan may be allocated or delegated,
      against any cost or expense (including counsel fees) or liability (including
      any
      sum paid in settlement of the claim with the approval of the Board) arising
      out
      of any act or omission to act in connection with the Plan, unless arising out
      of
      such person’s or persons’ own fraud or bad faith.




c.  The
      existence of this Plan or any Award or other right granted hereunder will not
      affect the authority of the Company or the Committee to take any other action,
      including in respect of the grant or award of any annual or long-term bonus
      or
      other right or benefit, whether or not authorized by this Plan, subject only
      to
      limitations imposed by applicable law.




IV.  ELIGIBILITY
      FOR PARTICIPATION




a.  From
      time
      to time, the Committee shall designate those Eligible Employees who shall
      participate in the Plan for each Plan Year under consideration.  In
      determining which Eligible Employees shall participate for any given Plan Year,
      the Committee shall consider the recommendations of the CEO.  Each
      Eligible Employee shall be notified of his participation in the Plan as soon
      as
      practicable after approval of his participation for any Plan Year (or portion
      thereof) for which his participation has been approved.  An Eligible
      Employee who is a Participant for a given Plan Year is neither guaranteed nor
      assured of being selected for participation in any subsequent Plan
      Year.




V.  DETERMINATION
      OF AWARDS




a.  The
      Committee shall establish the Performance Objectives and Payout Formulas for
      each Participant during the first quarter of each Plan Year or earlier, at
      the
      Board’s discretion, and notify each Participant in writing of his or her Payout
      Formulas and Performance Objectives.  In determining the applicable
      Payout Formulas or Performance Objectives other than for the CEO, the Committee
      shall consider the recommendations of the CEO.  The Performance
      Objectives and Payout Formulas established by the Committee need not be uniform
      with respect to any or all Participants.  The Committee may also make
      Awards to newly hired or newly promoted executives without compliance with
      such
      timing and other limitations as provided herein, which Awards may be based
      on
      performance during less than the full Plan Year and may be pro rated in the
      discretion of the Committee.




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b.  Participants
      must achieve the Performance Objectives established by the Committee in order
      to
      receive an Award under the Plan.  However, the Committee may determine
      that only the threshold level relating to a Performance Objective must be
      achieved for Awards to be paid under the Plan.  Similarly, the
      Committee may establish a minimum threshold performance level, a maximum
      performance level, and one or more intermediate performance levels or ranges,
      with target award levels or ranges that will correspond to the respective
      performance levels or ranges included in the Payout Formula.




c.  The
      Committee may establish multiple Performance Objectives with respect to a single
      Participant.  If more than one Performance Objective is selected by
      the Committee for a Plan Year, the Performance Objectives will be weighted
      by
      the Committee to reflect their relative importance to the Company in the
      applicable Plan Year.  If the Committee establishes a threshold level
      of achievement with respect to multiple Performance Objectives, Awards will
      be
      paid under the Plan upon achievement of threshold levels of one or more of
      the
      specified Performance Objectives.




d.  The
      Committee may in its sole discretion modify such Payout Formulas, Performance
      Objectives or the related minimum acceptable level of achievement, in whole
      or
      in part, as the Committee deems appropriate and equitable (i) to reflect a
      change in the business (including without limitation as a result of one or
      more
      acquisitions or divestitures), operations, corporate structure or capital
      structure of the Company or its Subsidiaries, the manner in which it conducts
      its business, or other events or circumstances or (ii) in the event that a
      Participant’s responsibilities materially change during a Plan Year or the
      Participant is transferred to a position that is not designated or eligible
      to
      participate in the Plan.




VI.  CERTIFICATION
      OF ACHIEVEMENT




a.  Promptly
      following the end of each Plan Year, the Committee shall meet to certify
      achievement of the Performance Objectives for the applicable Plan Year and,
      if
      such Performance Objectives have been achieved, to review management
      recommendations and approve actual Awards under the Plan pursuant to the
      applicable Payout Formulas.




b.  If
      a
      Participant’s employment with the Company and its Subsidiaries is terminated
      before the last day of a Plan Year due to Disability, death, or Retirement,
      the
      Participant’s Award shall be pro rated on the basis of the ratio of the number
      of days of participation during the Plan Year to which the Award relates to
      the
      aggregate number of days in such Plan Year.  If a Participant’s
      employment with the Company and its Subsidiaries is terminated before the last
      day of a Plan Year for any other reason, then, unless otherwise determined
      by
      the Committee, such Participant shall become ineligible to participate in the
      Plan and shall not receive payment of any Award for any Plan Year that has
      not
      ended prior to the Participant’s termination of employment.




c.  Notwithstanding
      any contrary provision of this Plan, the Committee in its sole discretion may
      (i) eliminate or reduce the amount of any Award payable to any Participant
      below
      that which otherwise would be payable under the Payout Formula, and (ii)
      increase the amount of any Award payable to any Participant above that which
      otherwise would be payable under the




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Payout
      Formula to recognize a Participant’s individual performance or in other
      circumstances deemed appropriate by the Committee.




VII.  PAYMENT
      OF AWARDS




Subject
      to Section VI hereof, Awards shall
      be
      paid as soon as practicable after the close of the Plan Year, but in no event
      later than 75 days after the end of the Plan Year to which
      the
      Awards relate.  Notwithstanding the foregoing, the Committee may, in
      its sole discretion and upon such terms and conditions as it may establish,
      direct that payments to the Participants (other than Covered Employees) be
      made
      during December of the Plan Year in the amount of all or any portion specified
      by the Committee of the estimated Award for that Plan Year, subject to
      adjustment as soon as practicable after the end of the Plan Year and the
      determination of the exact amount of the Award therefore.




VIII.  AMENDMENT
      AND TERMINATION OF PLAN




a.  The
      Board
      reserves the right, at any time, to amend, suspend or terminate the Plan, in
      whole or in part, in any manner, and for any reason, and without the consent
      of
      any Participant, Eligible Employee or Beneficiary or other person; provided,
      that no such amendment, suspension or termination shall adversely affect the
      payment of any amount for a Plan Year ending prior to the action of the Board
      amending, suspending or terminating the Plan.




b.  It
      is the
      intention of the Company that the Plan qualify for the the short-term deferral
      exception of Section 409A of the Code.  The Plan and any Awards
      hereunder shall be administrated in a manner consistent with this intent, and
      any provision that would cause the Plan or any Awards hereunder to fail to
      satisfy either such exception shall have no force and effect until amended
      to so
      comply (which amendment may be retroactive and may be made by the Company
      without the consent of any Participant, Eligible Employee or Beneficiary or
      other person).




IX.  GOVERNING
      LAW




The
      provisions of the Plan shall be governed and construed in accordance with the
      laws of the State of Delaware.




X.  MISCELLANEOUS
      PROVISIONS




Nothing
      contained in the Plan shall give any employee the right to be retained in the
      employment of the Company or a Subsidiary or affect the right of the Company
      or
      a Subsidiary to dismiss any employee.  The Plan shall not constitute a
      contract between the Company or a Subsidiary and any employee.  No
      Participant shall receive any right to be granted an Award
      hereunder.  No Award shall be considered as compensation under any
      employee benefit plan of the Company or a Subsidiary, except as may be otherwise
      provided in such employee benefit plan.  No reference in the Plan to
      any other plan or program maintained by the Company shall be deemed to give
      any
      Participant or other person a right to benefits under such other plan or
      program.  The Company and its Subsidiaries shall have the right to
      deduct from all payments made to any person under the Plan any federal, state,
      local, foreign or other taxes which, in the




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opinion
      of the Company and its Subsidiaries are required to be withheld with respect
      to
      such payments.




XI.  NO
      ALIENATION OF BENEFITS




Except
      insofar as may otherwise be required by law, no amount payable at any time
      under
      the Plan shall be subject in any manner to alienation by anticipation, sale,
      transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance
      of
      any kind, nor in any manner be subject to the debts or liabilities of a
      Participant or Beneficiary, and any attempt to so alienate or subject any such
      amount, whether presently or thereafter payable, shall be void.




XII.  DESIGNATION
      OF BENEFICIARIES




a.  Each
      Participant shall file with the Company a written designation of one or more
      persons as the Beneficiary who shall be entitled to receive any Award payable
      under the Plan after his death.  A Participant may from time to time,
      revoke or change his Beneficiary designation without the consent of any prior
      Beneficiary by filing a new designation with the Company.




b.  The
      last
      such designation received by the Company shall be controlling; except that
      no
      designation, or change or revocation thereof, shall be effective unless received
      by the Company prior to the Participant’s death, and in no event shall it be
      effective as of the date prior to such receipt.




c.  If
      no
      designation is in effect at the time of a Participant’s death, or if no
      designated Beneficiary survives the Participant, or if such designation, in
      the
      Company’s discretion, conflicts with applicable law, the Participant’s estate
      shall be deemed to have been designated his Beneficiary and shall receive any
      Award payable under the Plan after his death.




XIII.  PAYMENTS
      TO PERSON OTHER THAN PARTICIPANT




If
      the
      Committee shall find that a Participant or his Beneficiary to whom an Award
      is
      payable under the Plan is unable to care for his affairs because of illness
      or
      accident, or is a minor, or has died, then any payment due him or his estate
      (unless a prior claim therefore has been made by a duly appointed
      representative) may, if the Committee so directs, be paid to his spouse, child,
      a relative, an institution maintaining custody of such person or any other
      person deemed by the Committee to be a proper recipient on behalf of such person
      otherwise entitled to payment.  Any such payment shall be a complete
      discharge of the liability of the Plan, the Company and the Committee
      therefore.




XIV.  NO
      RIGHT,
      TITLE OR INTEREST IN COMPANY’S ASSETS




No
      Participant or Beneficiary shall have any right, title or interest whatsoever
      in
      or to any investments which the Company or a Subsidiary may make to aid it
      in
      meeting its obligations under the Plan.  Nothing contained in the
      Plan, and no action taken pursuant to its provisions, shall create, or be
      construed to create, a trust of any kind, or fiduciary relationship between
      the
      Company or a Subsidiary and any Participant or Beneficiary or any other
      person.  To the extent that any person acquires a right to receive
      payments from the Company under the Plan, such




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rights
      shall be no greater than the right of an unsecured general creditor of the
      Company.  All payments to be made hereunder shall be paid from the
      general funds of the Company, and no special or separate funds shall be
      established, and no segregation of assets shall be made, to assure payment
      thereof.




XV.  EFFECT
      OF
      AMENDMENT AND RESTATEMENT




All
      matters regarding the Alltel Corporation Performance Incentive Compensation
      Plan
      with respect to periods prior to the Effective Date shall be determined under
      the provisions of the Alltel Corporation Performance Incentive Compensation
      Plan
      as it existed prior to the adoption of this amended and restated version of
      the
      Plan (the “Prior Plan”), as the Prior Plan was in effect from time to time with
      respect to relevant periods prior to the Effective Date and as the Prior Plan
      provisions may be amended from time to time.  In no event shall any
      person acquire any rights to receive any payment pursuant to the provisions
      of
      the Prior Plan with respect to any period beginning after December 31,
      2007.




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