Exhibit 10(b)(4)

AGREEMENT

This Agreement entered into this 26th day of July, 2001, is madeby and between ALLTEL CORPORATION, a Delaware corporation (the"Corporation"), and JOE T. FORD (the "Executive").

On the date of this Agreement, the Executive is the Chairman and ChiefExecutive Officer of the Corporation and is employed under the ExecutiveCompensation Agreement (as defined in Section 1(G)). The Corporation is desirousof assuring the continued employment of the Executive as its Chairman and ChiefExecutive Officer until the Executive's retirement from his position as ChiefExecutive Officer, and, thereafter, the continued services of the Executive asChairman of the Board of Directors of the Corporation. The Corporation and theExecutive desire to agree regarding the foregoing in a manner and upon termsthat are satisfactory to the Corporation and to the Executive.

The Corporation and the Executive agree as follows:

**1. Defined Terms.** For purposes of this Agreement, the followingterms shall have the meanings indicated below:

(A) "Board" or "Board of Directors" shall mean the Boardof Directors of the Corporation.

(B) "Cause" for termination by the Corporation of the Executive'semployment shall mean (i) the willful failure by the Executivesubstantially to perform the Executive's duties with the Corporation or aSubsidiary, other than any failure resulting from the Executive's incapacity dueto physical or mental illness or any actual or anticipated failure after theissuance of a Notice of Termination for Good Reason by the Executive inaccordance with Section 4(E), that continues for at least 30 daysafter the Board delivers to the Executive a written demand for performance thatidentifies specifically and in detail the manner in which the Board believesthat the Executive willfully has failed substantially to perform the Executive'sduties or (ii) the willful engaging by the Executive in misconduct that isdemonstrably and materially injurious to the Corporation or any Subsidiary,monetarily or otherwise. For purposes of this definition, no act, or failure toact, on the Executive's part shall be deemed "willful" unless done, oromitted to be done, by the Executive not in good faith and without reasonablebelief that the Executive's act, or failure to act, was in the best interest ofthe Corporation and its Subsidiaries.

(C) "Change in Control" shall mean:

(i) Any "person," as defined in Section 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended (the "Exchange Act"),other than the Corporation, any of its subsidiaries, or any employee benefitplan maintained by the Corporation or any of its subsidiaries, becomes the"beneficial owner" (as defined in Rule 13d-3 under the ExchangeAct) of (A) 15% or more, but no greater than 50%, of the outstanding votingcapital stock of the Corporation, unless prior thereto, the Continuing Directorsapprove the transaction that results in the person becoming the beneficial ownerof 15% or more, but no greater than 50%, of the outstanding voting capital stockof the Corporation or (B) more than 50% of the outstanding voting capitalstock of the Corporation, regardless whether the transaction or event by whichthe foregoing 50% level is exceeded is approved by the Continuing Directors;

(ii) At any time Continuing Directors no longer constitute a majority of thedirectors of the Corporation; or

(iii) A record date is fixed for determining stockholders entitled to voteupon (A) a merger or consolidation of the Corporation, statutory shareexchange, or other similar transaction with another corporation, partnership, orother entity or enterprise in which either the Corporation is not the survivingor continuing corporation or shares of common stock of the Corporation are to beconverted into or exchanged for cash, securities other than common stock of theCorporation, or other property, (B) a sale or disposition of all orsubstantially all of the assets of the Corporation, or (C) the dissolutionof the Corporation; or

(iv) The Corporation enters into an agreement with any Person, theconsummation of which would result in the occurrence of an event described inclause (i), (ii) or (iii) above of this Section 1(C).

For purposes of this definition of "Change in Control," the term"Continuing Directors" shall mean directors who were directors of theCorporation at the beginning of the 24-month period ending on the date thedetermination is made or whose election, or nomination for election by theCorporation's stockholders, was approved by at least a majority of the directorswho are in office at the time of the election or nomination and who either (i) weredirectors at the beginning of the period, or (ii) were elected, ornominated for election, by at least a majority of the directors who were inoffice at the time of the election or nomination and were directors at thebeginning of the period.

For purposes of this definition of "Change in Control," the term"Person" shall have the meaning given in Section 3(a)(9) of theExchange Act, as modified and used in Sections 13(d) and 14(d) thereof;except that, a Person shall not include (i) the Corporation or anySubsidiary, (ii) a trustee or other fiduciary holding securities under anemployee benefit plan of the Corporation or any Subsidiary, or (iii) anunderwriter temporarily holding securities pursuant to an offering of suchsecurities.

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

(E) "Date of Termination" shall have the meaning stated inSection 4(F).

(F) "Disability" shall be deemed the reason for the termination bythe Corporation of the Executive's employment, if, as a result of theExecutive's incapacity due to physical or mental illness, the Executive shallhave been absent from the full-time performance of the Executive's duties withthe Corporation or a Subsidiary for a period of six consecutive months, theCorporation shall have given the Executive a Notice of Termination forDisability, and, within 20 business days after the Notice of Termination isgiven, the Executive shall not have returned to the full-time performance of theExecutive's duties.

(G) "Executive Compensation Agreement" shall mean the ExecutiveCompensation Agreement between the Corporation and the Executive entered intoeffective October 26, 1983, as amended by a Modification of ExecutiveCompensation Agreement entered into effective as of October 26, 1983, as furtheramended by a Modification of Executive Compensation Agreement entered intoeffective as of January 1, 1987, and as further amended by a Modification ofExecutive Compensation Agreement entered into effective as of January 1, 1991,as further amended from time to time.

(H) "Good Reason" for termination by the Executive of theExecutive's employment shall mean the occurrence, without the Executive'sexpress written consent, of any one of the following:

(i) the assignment to the Executive of any duties inconsistent with theExecutive's status as an executive officer of the Corporation or of a Subsidiaryor a substantial adverse alteration in the nature or status of the Executive'sresponsibilities from those in effect immediately prior to the Change inControl;

(ii) a reduction by the Corporation in the Executive's annual base salary toany amount less than the Executive's annual base salary as in effect immediatelyprior to the Change in Control;

(iii) the relocation of the principal executive offices of the Corporation orof a Subsidiary, as the case may be, to a location more than 35 miles fromthe location of such offices immediately prior to the Change in Control or theCorporation's requiring the Executive to be based anywhere other than theprincipal executive offices of the Corporation or of a Subsidiary as the casemay be, except for required business travel to an extent substantiallyconsistent with the Executive's business travel obligations immediately prior tothe Change in Control;

(iv) the failure by the Corporation to pay to the Executive any portion ofthe Executive's current compensation, or to pay to the Executive any deferredcompensation under any deferred compensation program of the Corporation, withinfive days after the date the compensation is due or to pay or reimburse theExecutive for any expenses incurred by him for required business travel;

(v) the failure by the Corporation to continue in effect any compensationplan in which the Executive participates immediately prior to the Change inControl that is material to the Executive's total compensation, including butnot limited to, stock option, restricted stock, stock appreciation right,incentive compensation, bonus, and other plans, unless an equitable alternativearrangement embodied in an ongoing substitute or alternative plan has been made,or the failure by the Corporation to continue the Executive's participationtherein (or in a substitute or alternative plan) on a basis not materially lessfavorable, both in terms of the amount of compensation provided and the level ofthe Executive's participation relative to other participants, than existedimmediately prior to the Change in Control;

(vi) the failure by the Corporation to continue to provide the Executive withbenefits substantially similar to those enjoyed by the Executive under any ofthe Corporation's pension, profit-sharing, life insurance, medical, health andaccident, disability, or other employee benefit plans in which the Executive wasparticipating immediately prior to the Change in Control; the failure by theCorporation to continue to provide the Executive any material fringe benefit orperquisite enjoyed by the Executive immediately prior to the Change in Control;or the failure by the Corporation to provide the Executive with the number ofpaid vacation days to which the Executive is entitled in accordance with theCorporation's normal vacation policy in effect immediately prior to the Changein Control;

(vii) any material breach by the Corporation of the Executive CompensationAgreement; or

(viii) any purported termination by the Corporation of the Executive'semployment that is not effected in accordance with a Notice of Terminationsatisfying the requirements of Section 4(E).

(I) "Long-Term Incentive Plan" shall mean the ALLTEL CorporationLong-Term Performance Incentive Plan or any successor thereto, as amended fromtime to time.

(J) "Notice of Termination" shall have the meaning stated inSection 4(E).

(K) "Payment Trigger" shall mean the occurrence prior to July 1,2002 of a Change in Control coincident with or followed (i) at any timebefore the earlier of July 1, 2002 or the end of the 12th month immediatelyfollowing the month in which the Change in Control occurred, by the terminationof the Executive's employment with the Corporation or a Subsidiary for anyreason other than (A) by the Executive without Good Reason, (B) by theCorporation as a result of the Disability of the Executive or with Cause or,(C) as a result of the death of the Executive, or (ii) in the eventthe Executive remains continuously employed by the Corporation or a Subsidiaryuntil the earlier of July 1, 2002 or the end of the 12th month immediatelyfollowing the month in which the Change in Control occurred, the termination ofthe Executive's employment with the Corporation or a Subsidiary, at the earlierof July 1, 2002 or at any time during the three month period immediatelyfollowing the expiration of such 12-month period, for any reason other than(A) by the Corporation as a result of the Disability of the Executive or(B) as a result of the death of the Executive.

(L) "Post-Retirement Chairman Status" shall mean that, if theExecutive is the Chairman of the Board of Directors at the time the Executive'semployment as Chief Executive Officer and an employee of the Corporationterminates, the period commencing with that termination of employment andcontinuing until the earliest of (i) the Executive's retirement from the Boardin accordance with ALLTEL's director retirement policy, (ii) the Executive'sresignation as Chairman of the Board at any time, (iii) the Executive'sfailure to be reelected to the Board at ALLTEL's 2003 Annual Meeting ofStockholders, or (iv) the termination by the Board of Mr. Ford's status asChairman of the Board at any time following the Corporation's 2003 AnnualMeeting of Stockholders.

(M) "SERP" shall mean the ALLTEL Corporation Supplemental ExecutiveRetirement Plan (First Restatement), dated May 14, 2001, as amended from time totime.

(N) "Short-Term Incentive Plan" shall mean the ALLTEL CorporationPerformance Incentive Compensation Plan or any successor thereto, as amendedfrom time to time.

(O) "Subsidiary" shall mean any corporation or other entity orenterprise, whether incorporated or unincorporated, of which at least a majorityof the securities or other interests having by their terms ordinary voting powerto elect a majority of the board of directors or others serving similarfunctions with respect to such corporation or other entity or enterprise isowned by the Corporation or other entity or enterprise of which the Corporationdirectly or indirectly owns securities or other interests having all the votingpower.

**2. Provisions Related to Retirement as CEO and Related EmploymentTermination.**

(A) The Executive's employment with the Corporation and any Subsidiary of theCorporation (as an employee and as an officer) shall terminate at the earliestof (i) July 1, 2002, (ii) the date on which the Executive elects not to continuehis service as Chief Executive Officer of the Corporation, (iii) the date onwhich a Payment Trigger occurs, or (iv) the date otherwise provided under theExecutive Compensation Agreement.

(B) This Section 2(B) shall apply if (and only if) a Payment Triggerdoes not occur. If this Section 2(B) applies: The Executive shall not beeligible for or receive any short-term incentive bonus under the Incentive Planor otherwise for periods after 2001, except that, if the Executive's employmentas Chief Executive Officer terminates in 2002, the Executive shall receive abonus under the Incentive Plan for 2002 equal to the actual Incentive Planpayment that would have occurred had the Executive's employment continuedthrough December 31, 2002, multiplied by a fraction, the numerator of which isthe number of calendar months (counting a partial calendar month as a fullmonth) that have elapsed in 2002 prior to the Executive's termination ofemployment, and the denominator of which is 12. The Executive shall not beeligible for or receive any long-term incentive bonus under the Long-TermIncentive Plan or otherwise for cycles ending after 2002. If the Executive'semployment as Chief Executive Officer terminates in 2002, the Executive shallreceive a bonus under the Long-Term Incentive Plan for the cycle ending 2002equal to the actual Long-Term Incentive Plan payment that would have occurredhad the Executive's employment continued through December 31, 2002 and theachievement of the preestablished performance goals under the Long-TermIncentive Plan for the cycle ending 2002 had occurred at the"midpoint," multiplied by a fraction, the numerator of which is thesum of 24 and the number of calendar months (counting a partial calendar monthas a full month) that have elapsed during 2002 prior to the Executive'stermination of employment, and the denominator of which is 36.

(C) Following the Executive's termination of employment as Chief ExecutiveOfficer of the Corporation, the Executive shall be eligible to receive allcompensation and benefits to be provided under the Executive CompensationAgreement (as modified by this Agreement) and any other benefits to which theExecutive is entitled, including, but not limited to, benefits under the ALLTELCorporation Executive Deferred Compensation Plan, the ALLTEL Corporation 1998Management Deferred Compensation Plan, the ALLTEL Corporation Profit-SharingPlan, the ALLTEL Corporation Benefit Restoration Plan, and all stock option andother equity incentives.

(D) The Executive's annual retirement benefit under Section VI of theExecutive Compensation Agreement payable in respect of the Executive'sretirement as Chief Executive Officer shall be the greatest of: (i) theamount determined under Section VI of the Executive Compensation Agreementwithout regard to this Section 2(D), except that, for purposes of the lastparagraph of Section VI of the Executive Compensation Agreement, the ALLTELCorporation Executive Deferred Compensation Plan shall include the ALLTELCorporation 1998 Management Deferred Compensation Plan; (ii) the amountdetermined under Section VI of the Executive Compensation Agreement withoutregard to this Section 2(D) but calculated using "SERP Compensation,"as defined in Section 2.01(z) of the SERP, or any successor provisionthereto, as if the Executive were a "Participant" in the SERP(irrespective of whether the Executive is a "Participant" in the SERP),and if a Change in Control shall have occurred prior to July 1, 2002 whilethe Executive is employed as Chief Executive Officer of the Corporation as ifthe Executive were a SERP Participant to whom the SERP definition of"Payment Trigger" applied and as if a "Payment Trigger" withrespect to the Executive had occurred, as the compensation taken into accountunder Section VI of the Executive Compensation Agreement, in lieu of thecompensation that would otherwise be taken into account under Section VI of theExecutive Compensation Agreement; or (iii) an amount equal to two and one-halfmultiplied by the Executive's base annual salary in effect on the date onwhich the Executive's employment terminates as provided in Section 2(A). Forpurposes of the immediately preceding sentence, any amendment to the SERP shallbe subject to the limitations contained in the SERP on amendments to the SERPthat would reduce benefits payable thereunder in the same manner as if theExecutive were a "Participant" in the SERP (irrespective of whetherthe Executive is a "Participant" in the SERP) and as if theExecutive's "Early Retirement Date" has occurred.

(E) Except as provided below in this Section 2(E), the Executive's retirementbenefit under Section VI of the Executive Compensation Agreement, the deathbenefit to the Executive's surviving spouse under the first paragraph of SectionVII of the Executive Compensation Agreement, the Executive's retiree medicalcoverage (including, but not limited to, coverage under the Supplemental MedicalExpense Reimbursement Plan) under Section VIII of the Executive CompensationAgreement, and the Executive's surviving spouse's medical coverage (including,but not limited to, coverage under the Supplemental Medical ExpenseReimbursement Plan) under the second paragraph of Section VII of ExecutiveCompensation Agreement, shall continue for the life of the Executive, and thelife of the Executive's surviving spouse, as provided in the ExecutiveCompensation Agreement. The Compensation Committee of the Board, in its solediscretion, may, however, accelerate the payment of the Executive's retirementbenefit (not including retiree medical coverage) under Section VI of theExecutive Compensation Agreement to the extent that it deems it equitable ordesirable under the circumstances, subject, however, to the Executive's priorwritten consent. If payment of the Executive's retirement benefit is acceleratedunder the immediately preceding sentence, the death benefit to the Executive'ssurviving spouse under the first paragraph of Section VII of ExecutiveCompensation Agreement (not including retiree medical coverage) shall also beaccelerated. If the Executive should die prior to retirement, or if theExecutive dies after retirement but the Executive's retirement benefit underSection VI of the Executive Compensation Agreement was not accelerated prior tothe Executive's death, the Compensation Committee of the Board, in its solediscretion, may, however, accelerate the payment of the death benefit to theExecutive's surviving spouse under the first paragraph of Section VII of the Executive Compensation Agreement (not including retireemedical coverage) to the extent that it deems it equitable or desirable underthe circumstances, subject, however, to the prior written consent of theExecutive's surviving spouse. Any action of the Compensation Committeeaccelerating payment as described above shall not be changed unless theExecutive, or the Executive's surviving spouse if the Executive has died,consents in writing thereto. Any accelerated payment under this Section 2(E)shall be a single-sum payment that is the "Actuarial Equivalent" ofthe benefit (or portion of benefit) the payment of which is being accelerated.For purposes of this Section 2(E), "Actuarial Equivalent" shall havethe meaning set forth in the SERP. For purposes of the immediately precedingsentence, any amendment to the SERP shall be subject to the limitationscontained in the SERP on amendments to the SERP that would reduce benefitspayable thereunder in the same manner as if the Executive were a"Participant" in the SERP (irrespective of whether the Executive is a"Participant" in the SERP) and as if the Executive's "EarlyRetirement Date" has occurred.

(F) The Executive's retiree medical coverage (including, but not limited to,coverage under the Supplemental Medical Expense Reimbursement Plan) underSection VIII of the Executive Compensation Agreement and this Section 2 (F)and the Executive's surviving spouse's medical coverage (including, but notlimited to, coverage under the Supplemental Medical Expense Reimbursement Plan)under the second paragraph of Section VII of the Executive CompensationAgreement and this Section 2 (F) shall be equivalent, in the aggregate, to thebenefits to which the Executive and the Executive's spouse were entitledimmediately prior to the Executive's termination of employment as ChiefExecutive Officer and shall be provided to the Executive and the Executive'sspouse on a "pre-tax" basis:  If taxes are imposed on theExecutive or the Executive's spouse with respect to the coverage and/or benefitsthe Corporation shall make an additional cash payment or payments to theExecutive and/or the Executive's spouse (a "Gross-Up Payment") in anamount equal to the taxes imposed on the Executive and/or the Executive's spousewith respect to the coverage and/or benefits and an amount sufficient to pay thecumulative taxes (including any interest and penalties imposed with respect tosuch taxes) relating to the Gross-Up Payment so that the coverage and/orbenefits received will be received without reduction for taxes. The Executiveand Executive's spouse as a condition to the benefit of this Section 2(F) shallprovide reasonable cooperation to the Corporation in obtaining any insurancewith respect to the coverage and/or benefits that the Corporation desires topurchase. In the event any Gross-Up Payment under this Section 2(F) isnecessary, provisions substantially similar to the provisions of Section3.05(c), Section 3.05(d), and Section 3.05(e) of the SERP shall apply. Forpurposes of the immediately preceding sentence, any amendment to the SERP shallbe subject to the limitations contained in the SERP on amendment to the SERPthat would reduce benefits payable thereunder in the same manner as if theExecutive were a "Participant" in the SERP (irrespective of whetherthe Executive is a "Participant" in the SERP) and as if theExecutive's "Early Retirement Date" has occurred.

**3. Provisions Related to Post-Retirement Chairman Status.**
(A) Upon the Executive's termination of employment as Chief Executive Officerof the Corporation as provided in Section 2(A), the Executive's Post-RetirementChairman Status shall commence and shall continue thereafter until terminated inaccordance with Section 1(L).

(B) During the Executive's Post-Retirement Chairman Status, the Executiveshall be compensated by the Corporation with respect to his Post-RetirementChairman Status, as follows:

(i) For each calendar month or portion thereof during which the Executive'sPost-Retirement Chairman Status continues, the Corporation shall pay to theExecutive Twenty Thousand Eight Hundred Thirty-Three Dollars and Thirty-FourCents ($20,833.34).

(ii) The Corporation shall pay or reimburse the Executive for all reasonableand customary business expenses that the Executive incurs in connection with thebusiness of the Corporation during the Executive's Post-Retirement ChairmanStatus.

(iii) For purposes of determining vesting of the Executive's stock options,the Executive shall be treated as if his employment with the Corporation hadcontinued during the Executive's Post-Retirement Chairman Status.

(iv) During the Executive's Post-Retirement Chairman Status, the Corporationshall provide to the Executive reasonable office space and secretarial support,either at the Corporation's principal executive offices or at such otherreasonable location as the Executive shall designate.

(v) During the Executive's Post-Retirement Chairman Status, the Corporationshall continue reimbursement of the Executive's country club membership(s) onthe same basis as in effect at the Executive's termination of employment asChief Executive Officer.

(vi) During the Executive's Post-Retirement Chairman Status, the Executiveshall receive the following perquisites on the same basis as provided to seniorexecutive officers of the Corporation as in effect from time to time during theExecutive's Post-Retirement Chairman Status: annual physical exam reimbursement;tax/estate planning reimbursement; and corporate plane usage. The Executive'scorporate plane usage shall be included in the annual review by the Corporation'sindependent accountants of the Corporation's senior executives' plane usageas required by the Audit Committee of the Board.

(vii) The foregoing compensation shall be paid at such times as are mutuallyagreeable between the Corporation and the Executive, but the compensation shallbe paid to Executive promptly after it is due.

(viii) The foregoing compensation shall be in lieu of any director's fees,director's meeting fees, director options, director stock grants, or otheramount payable to a member of the Board or the Chairman of the Board as such towhich the Executive would otherwise be entitled or receive by reason of being amember of the Board of Directors of the Corporation.

**4. Change in Control Payment Trigger Provisions.**
(A) The Corporation shall pay to the Executive the payments described in thisSection 4 upon the occurrence of a Payment Trigger.

(B) Upon the occurrence of a Payment Trigger, the Corporation shall pay tothe Executive a lump sum payment, in cash, equal to the product of:

(i) three multiplied by

(ii) the sum of --

(a) the higher of the Executive's annual base salary in effect    immediately prior to the occurrence of the Change in Control or the    Executive's annual base salary in effect immediately prior to the Payment    Trigger, plus

(b) the higher of the aggregate maximum amounts payable to the Executive    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 the Change in Control occurs or the aggregate maximum amounts    payable to the Executive 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 the Payment Trigger occurs, in each    case, assuming that the Executive were continuously employed by the    Corporation or a Subsidiary on the terms and conditions, including, without    limitation, the terms or the incentive plans, in effect immediately prior to    the Change in Control or Payment Trigger, whichever applies, until the last    day of that fiscal year or other measuring period.

For purposes of this Section 4(B), the amounts determined for purposes of (a)and (b) of clause (ii) above (i.e., annual base salary and amounts pursuantincentive compensation plan, respectively) shall be determined without regard tothe second paragraph of Section III of the Executive Compensation Agreement. Forpurposes of this Section 4(B), amounts payable to the Executive pursuant to anincentive compensation plan for the fiscal year or other measuring periodcommencing coincident with or most recently prior to the date on which theChange in Control or Payment Trigger, as applicable, occurs (the"applicable year/period') shall not include amounts attributable to afiscal year or other measuring period that commenced prior to the applicableyear/period and that become payable during the applicable year/period. Forpurposes of this Section 4(B), incentive compensation plans shall include,without limitation, the Short-Term Incentive Plan, the Long-Term Incentive Plan,and any incentive bonus plan or arrangement that provides for payment of cashcompensation, and shall exclude, without limitation, the ALLTEL CorporationExecutive Deferred Compensation Plan as in effect from time to time, the ALLTELCorporation 1998 Management Deferred Compensation Plan as in effect from time totime, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executivefringe benefits, and any plan or arrangement under which stock, stock options,stock appreciation rights, restricted stock or similar options, stock, or rightsare issued. The amount determined under the foregoing provisions of this Section4(B) shall be reduced by any cash severance benefit otherwise paid to theExecutive under any applicable severance plan or other severance arrangement.

(C) Notwithstanding any provision of any incentive compensation plan,including, without limitation, any provision of any incentive plan requiringcontinued employment after the completed fiscal year or other measuring period,the Corporation shall pay to the Executive a lump sum amount, in cash, equal tothe amount of any incentive compensation that has been allocated or awarded tothe Executive for a completed fiscal year or other measuring period precedingthe occurrence of a Payment Trigger under any incentive compensation plan buthas not yet been paid to the Executive.

(D) The payments provided for in Section 4(B) and Section 4(C) shall be madenot later than the fifth day following the occurrence of a Payment Trigger,unless the amounts of such payments cannot be finally determined on or on orbefore that day, in which case, the Corporation shall pay to the Executive onthat day an estimate, as reasonably determined in good faith by the Corporationof the minimum amount of payments to which the Executive is clearly entitled andshall pay the remainder of the payments (together with interest at the rateprovided in Section 1274(b)(2)(B) of the Code) as soon as the amountthereof can be determined but in no event later than the thirtieth day after theoccurrence of a Payment Trigger. In the event the amount of the estimatedpayments exceeds the amount subsequently determined to have been due, the excessshall constitute a loan by the Corporation to the Executive, payable on thefifth business day after demand by the Corporation (together with interest atthe rate provided in Section 1274(b)(2)(B) of the Code). At the time thatpayments are made under this Section 4, the Corporation shall provide theExecutive with a written statement setting forth the manner in which thepayments were calculated and the basis for the calculations including, withoutlimitation, any opinions or other advice the Corporation has received fromoutside counsel, auditors or consultants (and any opinions or advice that are inwriting shall be attached to the statement).

(E) Any purported termination of the Executive's employment for purposes ofthis Section 4 (other than by reason of death) shall be communicated by writtenNotice of Termination from one party hereto to the other party hereto inaccordance with Section 12. For purposes of this Agreement, a "Noticeof Termination" shall mean a written notice that indicates whether aspecific provision in this Agreement or in any other agreement is being reliedupon, and, if applicable, the notice shall set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theExecutive's employment under any provision so indicated. Further, a Notice ofTermination for Cause shall include a copy of a resolution duly adopted by theaffirmative vote of not less than a majority of the entire membership of theBoard at a meeting of the Board that was called and held for the purpose of consideringthe termination finding that, in the informed, reasonable, good faith judgmentof the Board, the Executive was guilty of conduct set forth in the definition ofCause in Section 1(B), and specifying the particulars thereof in detail.

(F) "Date of Termination" with respect to any purported terminationof the Executive's employment for purposes of this Section 4 (other than byreason of death) shall mean (i) if the Executive's employment is terminatedfor Disability, 20 business days after Notice of Termination is given (providedthat the Executive shall not have returned to the full-time performance of theExecutive's duties during that 20 business day period) and (ii) if theExecutive's employment is terminated for any other reason, the date specified inthe Notice of Termination, which, in the case of a termination by theCorporation, shall not be less than ten business days except in the case of atermination for Cause, and, in the case of a termination by the Executive, shallnot be less than ten business days nor more than 20 business days, respectively,after the date such Notice of Termination is given.

(G) Any Change in Control that for any reason ceases to constitute a Changein Control or is not followed by a Payment Trigger shall not effect atermination or lapse of the provisions of this Section 4. Any transfer of theExecutive's employment from the Corporation to a Subsidiary, from a Subsidiaryto the Corporation, or from one Subsidiary to another Subsidiary shall notconstitute a termination of the Executive's employment for purposes of thisSection 4.

(H) No amount or benefit shall be payable under this Section 4 unless aPayment Trigger occurs (prior to July 1, 2002). In no event shall payments inaccordance with this Section 4 be made in respect of more than one PaymentTrigger.

(I) This Agreement shall not be construed as creating an express or impliedcontract of employment and, except as otherwise agreed in writing between theExecutive and the Corporation, the Executive shall not have any right to beretained in the employ of the Corporation or of a Subsidiary. Notwithstandingthe immediately preceding sentence or any other provision of this Agreement, nopurported termination of the Executive's employment that is not effected inaccordance with a Notice of Termination satisfying of Section 4(E) shall beeffective for purposes of this Section 4. The Executive's right, following theoccurrence of a Change in Control, to terminate his employment for Good Reasonshall not be affected by the Executive's Disability or incapacity. TheExecutive's continued employment shall not constitute consent to, or a waiver ofrights with respect to, any act or failure to act constituting Good Reason.

(J) The Executive shall not be required to seek other employment or toattempt in any way to reduce any amounts payable to the Executive by theCorporation pursuant to this Agreement. Further, the amount of any payment orbenefit provided for in this Agreement shall not be reduced by any compensationearned by the Executive as the result of employment by another employer, byretirement benefits, by offset against any amount claimed to be owned by theExecutive to the Corporation or a Subsidiary, or otherwise.
**5. Parachute Tax.**
(A) If any portion of the amount of any payment or benefit heretofore orhereafter provided under this Agreement or under any other agreement with orplan of the Corporation or any Subsidiary, including, but not limited to, stockoptions, restricted stock, and other long-term incentives (each a"Payment") would constitute an "Excess Parachute Payment"such that an excise tax is triggered under Section 4999 of the Code inrespect of such amounts, then the Corporation shall pay to the Executive, incash, an additional amount (or amounts) equal to such excise tax and anyinterest or penalties incurred by the Executive with respect thereto(collectively, "Excise Tax"), together with any federal and stateincome, employment and other excise taxes payable by the Executive in respect ofsuch payment (and to cover the resulting income, employment, and other excisetaxes resulting from each successive payment, and so on as necessary tocompletely offset the Excise Tax impact) (a "Gross-Up Payment"). Forthis purpose, the Executive shall be deemed to be subject to the highestmarginal rate of federal and state taxes.

(B) Subject to the provisions of this Section 5(B), all determinationsrequired to be made under this Section 5(B), including whether and when aGross-Up Payment is required and the amount of such Gross-Up Payment and theassumptions to be utilized in arriving at the determination, shall be made by anationally recognized certified public accounting firm acceptable to theCorporation designated by the Executive (the "Accounting Firm") whichshall provide detailed supporting calculations both to the Corporation and theExecutive within 30 days after the receipt of notice from the Executivethat there has been a Payment, or such earlier time as is requested by theCorporation. All fees and expenses of the Accounting Firm shall be borne solelyby the Corporation. Any Gross-Up Payment, as determined in accordance with thisSection 5(B), shall be paid by the Corporation to the Executive within fivedays after the receipt of the Accounting Firm's determination or, as soon aspracticable, as payments are made to the extent that compensation or benefitssubject to the Excise Tax is paid or made available after such date. If theAccounting Firm determines that no Excise Tax is payable by the Executive, itshall so indicate to the Executive in writing. Any determination by theAccounting Firm shall be binding upon the Corporation and the Executive. As aresult of uncertainty in the application of Section 4999 of the Code at thetime of the initial determination by the Accounting Firm, it is possible thatGross-Up Payments that should have made will not have been made (an"Underpayment"), consistent with the calculations required to be madehereunder. In the event the Corporation exhausts the Corporation's remedies inaccordance with Section 5(C) and the Executive thereafter is required tomake a payment of any Excise Tax, the Accounting Firm shall determine the amountof Underpayment that has occurred and the Underpayment shall be promptly paid bythe Corporation to or for the benefit of the Executive.

(C) The Executive shall notify the Corporation in writing of any claim by theInternal Revenue Service that, if successful, would require a Gross-Up Payment(that has not already been paid by the Corporation). The notification shall begiven as soon as practicable but no later than ten business days after theExecutive is informed in writing of the claim and shall apprise the Corporationof the nature of the claim and the date on which the claim is requested to bepaid. The Executive shall not pay the claim prior to the expiration of the30-day period following the date on which the Executive gives notice to theCorporation or any shorter period ending on the date that any payment of taxeswith respect to the claim is due. If the Corporation notifies the Executive inwriting prior to the expiration of the 30-day period that it desires to contestthe claim, the Executive shall:

(a) give the Corporation any information reasonably requested by theCorporation relating to the claim;

(b) take any action in connection with contesting the claim as theCorporation shall reasonably request in writing from time to time, including,but not limited to, accepting legal representation with respect to the claim byan attorney reasonably selected by the Corporation;

(c) cooperate with the Corporation in good faith in order effectively tocontest the claim; and

(d) permit the Corporation to participate in any proceedings relating to theclaim.

The Corporation shall bear and pay directly all costs and expenses (includingadditional interest and penalties) incurred in connection with the contest andshall indemnify and hold the Executive harmless, on an after-tax basis, for anyExcise Tax or income tax (including interest and penalties with respect thereto)imposed as a result of the representation and payment of costs and expenses.Without limiting the foregoing provisions of this Section 5(C), theCorporation shall control all proceedings taken in connection with the contestand, at its option, may pursue or forego any and all administrative appeals,proceedings, hearings, and conferences with the taxing authority in respect ofthe claim and may, at its or their sole option, either direct the Executive topay the tax claimed and sue for a refund or contest the claim in any permissiblemanner, and the Executive shall prosecute the contest to a determination beforeany administrative tribunal, in a court of initial jurisdiction and in one ormore appellate courts, as the Corporation shall determine. If the Corporationdirects the Executive to pay the claim and sue for a refund, the Corporationshall advance the amount of the payment to the Executive, on an interest-freebasis, and shall indemnify and hold the Executive harmless, on an after-taxbasis, from any Excise Tax or other tax (including interest or penalties withrespect thereto) imposed with respect to the advance or with respect to anyimputed income with respect to the advance; and any extension of the statue oflimitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount is claimed to be due shall belimited solely to the contested amount. The Corporation's control of the contestshall be limited to issues with respect to which a Gross-Up Payment would bepayable hereunder and the Executive shall be entitled to settle or contest, asthe case may be, any other issue raised by the Internal Revenue Service or anyother taxing authority. If, after the receipt by the Executive of an amountadvanced by the Corporation pursuant to this Section 5(C), the Executivebecomes entitled to receive any refund with respect to the claim, the Executiveshall, subject to the Corporation's compliance with the requirements of thisSection 5(C), promptly pay to the Corporation the amount of the refund(together with any interest paid or credited thereon after taxes applicablethereto). If, after the receipt by the Executive of an amount advanced by theCorporation pursuant to this Section 5(C), a determination is made that theExecutive shall not be entitled to any refund with respect to the claim and theCorporation does not notify the Executive in writing of its intent to contestthe 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.

(D) Without limitation of the foregoing provisions of this Section 5,the Executive and the Corporation shall each use their reasonable best effortsto cooperate with each other in resolving any matter arising under thisSection 5.

(E) Notwithstanding any other provision of this Section 5, to the extentthat the Executive is entitled to a tax "gross-up" payment withrespect to a Payment under any other provision or agreement, there shall be noduplication of "gross-up" payments with respect to that Payment.

**6. Effect on Other Agreements.**
(A) Except as otherwise expressly provided in this Agreement, this Agreementshall not affect any other agreements or arrangements between the Corporation orany of its subsidiaries and the Executive under which the Corporation or anysuch subsidiary would be obligated to make any payment to or pay any benefit toor with respect to the Executive or any person or entity claiming through theExecutive, including, but not limited to, the Executive Compensation Agreement,which shall remain in full force and effect and under which the Corporationshall remain obligated.

(B) Neither the execution or delivery of this Agreement nor the consummationof the actions contemplated hereby shall be a breach or default by any partyunder the Executive Compensation Agreement, and the Executive CompensationAgreement shall be deemed modified to the extent necessary to be consistent withthe intent and purposes of this Agreement.

 

**7. Tax Matters.** The Corporation shall report amounts paid bythe Corporation (or its subsidiaries) to the Executive as required by law. TheExecutive shall retain all responsibility and liability for taxes, including butnot limited to, income taxes and Social Security/Medicare taxes on amounts paidto the Executive that are "self-employment income" (or the like),except to the extent provided in Section 2(F) and in Section 5. TheCorporation may withhold from any amounts payable to the Executive all federal,state, city, or other taxes or payments as may be required pursuant to any lawor governmental regulation or ruling or as may be expressly authorized by theExecutive to be withheld, deducted or reduced from those amounts.

**8. General Provisions.**

(A) The Corporation hereby represents and warrants to the Executive asfollows: The execution and delivery of this Agreement and the performance by theCorporation of the actions contemplated hereby have been duly authorized by allnecessary corporate action on the part of the Corporation. This Agreement is alegal, valid and legally binding obligation of the Corporation enforceable inaccordance with its terms. Neither the execution or delivery of this Agreementnor the consummation by the Corporation of the actions contemplated hereby (i) willviolate any provision of the certificate of incorporation or bylaws (or othercharter documents) of the Corporation, (ii) will violate or be in conflictwith any applicable law or any judgment, decree, injunction or order of anycourt or governmental agency or authority, or (iii) will violate orconflict with or constitute a default (or an event of which, with notice orlapse of time or both, would constitute a default) under or will result in thetermination of, accelerate the performance required by, or result in thecreation of any lien, security interest, charge or encumbrance upon any of the assets or properties of the Corporationunder, any term or provision of the certificate of incorporation or bylaws (orother charter documents) of the Corporation or of any contract, commitment,understanding, arrangement, agreement or restriction of any kind or character towhich the Corporation is a party or by which the Corporation or any of itsproperties or assets may be bound or affected.

(B) The parties warrant that they fully understand this Agreement; that nopromise or inducement has been offered to them to enter into this Agreementexcept as expressly set forth herein; that they are competent and authorized toenter into this Agreement; and that this Agreement is executed with fullknowledge and understanding of its contents.

**9. Non-Assignment.** Any rights to payments or benefits underthis Agreement payable to or with respect to the Executive may not be assigned,voluntarily or involuntarily, and any attempt to do so shall be void.

**10. Disputes.**
(A) If a dispute or controversy arises out of or in connection with thisAgreement, the parties shall first attempt in good faith to settle the disputeor controversy by mediation under the Commercial Mediation Rules of the AmericanArbitration Association before resorting to arbitration or litigation.Thereafter, any remaining unresolved dispute or controversy arising out of or inconnection with this Agreement shall, upon a written notice from the Executiveto the Corporation either before suit thereupon is filed or within 20 businessdays thereafter, be settled exclusively by arbitration in accordance with theCommercial Arbitration Rules of the American Arbitration Association in a citylocated within the continental United States designated by the Executive.Judgment may be entered on the arbitrator's award in any court having jurisdiction. The Executive shall, however, be entitled to seekspecific performance of the Corporation's obligations hereunder during thependency of any dispute or controversy arising under or in connection with thisAgreement.

(B) Any legal action concerning this Agreement, other than a mediation or anarbitration described in Section 10(A), whether instituted by theCorporation or the Executive, shall be brought and resolved only in a statecourt of competent jurisdiction located in the territory that encompasses thecity, county, or parish in which the Executive's principal residence is locatedat the time such action is commenced. The Corporation hereby irrevocablyconsents and submits to and shall take any action necessary to subject itself tothe personal jurisdiction of that court and hereby irrevocably agrees that allclaims in respect of the action shall be instituted, heard, and determined inthat court. The Corporation agrees that such court is a convenient forum, andhereby irrevocably waives, to the fullest extent it may effectively do so, thedefense of an inconvenient forum to the maintenance of the action. Any finaljudgment in the action may be enforced in other jurisdictions by suit on thejudgment or in any other manner provided by law.

(C) The Corporation shall pay all costs and expenses, including attorneys'fees and disbursements, of the Corporation and, at least monthly, the Executivein connection with any legal proceeding (including arbitration), whether or notinstituted by the Corporation or the Executive, relating to the interpretationor enforcement of any provision of this Agreement, provided that if theExecutive instituted the proceeding and the judge, arbitrator, or otherindividual presiding over the proceeding affirmatively finds that the Executiveinstituted the proceeding in bad faith, the Executive shall pay all costs andexpenses, including attorney's fees and disbursements, of Executive and theCorporation. The Corporation shall pay prejudgment interest on any moneyjudgment obtained by Executive as a result of such proceeding, calculated at therate provided in Section 1274(b)(2)(B) of the Code.

**11. Successors; Binding Effect.**
(A) This Agreement shall inure to the benefit of and be binding upon theCorporation and any successor to its business or assets by operation of law orotherwise.

(B) In addition to any obligations imposed by law upon any successor to theCorporation, the Corporation shall require any successor (whether direct orindirect, by purchase, merger, consolidation, or otherwise) to all orsubstantially all of the business or assets of the Corporation expressly toassume and agree to perform this Agreement in the same manner and to the sameextent that the Corporation would be required to perform it if no suchsuccession had taken place, and the Corporation shall not merge or consolidatewith or sell or transfer all or substantially all of its assets to any otherbusiness entity or person until and unless such entity or person expresslyassumes the obligations of the Corporation under this Agreement. Failure of theCorporation to obtain the assumption and agreement prior to the effectiveness ofany succession shall be a breach of this Agreement and shall entitle theExecutive to compensation from the Corporation in the same amount and on thesame terms as the Executive would be entitled to hereunder if the Executive wereto terminate his employment for Good Reason immediately after a Change inControl, except that, for purposes of implementing the foregoing, the date onwhich any succession becomes effective shall be deemed the Payment Triggeroccasioned by the foregoing deemed termination of employment for Good Reasonimmediately following a Change in Control. The provisions of thisSection 11 shall continue to apply to each subsequent employer of theExecutive bound by this Agreement in the event of any merger, consolidation, ortransfer of all or substantially all of the business or assets of thatsubsequent employer.

(C) This Agreement shall inure to the benefit of and be binding upon theExecutive and the Executive's personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees, legatees, and anyother person or entity claiming through the Executive. If the Executive shalldie while any amount would be payable to the Executive hereunder (other thanamounts which, by their terms, terminate upon the death of the Executive) if theExecutive had continued to live, unless otherwise provided herein, the amount(s)shall be paid in accordance with the terms of this Agreement to the executors,personal representatives or administrators of the Executive's estate.

**12. Notices.** Notices and all other communications provided forin this Agreement shall be in writing and shall be deemed to have been dulygiven when delivered or mailed by United States registered mail, return receiptrequested, postage prepaid, addressed to the respective addresses set forthbelow, or to such other address as either party may have furnished to the otherin writing in accordance herewith, except that notice of change of address shallbe effective only upon actual receipt:

To the Corporation:

 

           ALLTEL Corporation

           One Allied Drive

           Little Rock, Arkansas 72202

           Attention:  Corporate Secretary

 

To the Executive:

 

    Prior to January 1, 2002:

           Mr. Joe T. Ford

           2100 Country Club Lane

           Little Rock, Arkansas 72207

 

From and after January 1, 2002 (or such earlier date specified by the 

Executive):

           Mr. Joe T. Ford

           Plaza at Turtle Creek

           #1303

           2828 Hood Street

           Dallas, Texas 75219

**13. Miscellaneous.** No provision of this Agreement may bemodified, waived, or discharged unless such waiver, modification, or dischargeis agreed to in writing and signed by the Executive and an officer of theCorporation specifically designated by the Board. No waiver by either partyhereto at any time of any breach by the other party hereto of, or compliancewith, any condition or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar provisions or conditionsat the same or at any prior or subsequent time. No agreements orrepresentations, oral or otherwise, express or implied, with respect to thesubject matter hereof have been made by either party which are not expressly setforth in this Agreement.

**14. Construction.** Section titles herein are for ease ofreference purposes only and shall not be considered in the construction of thisAgreement.

**15. Validity.** The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect. If any part of the Agreement is found to be unenforceable the otherprovisions shall remain fully valid and enforceable. In the event any provisionof this Agreement is held unenforceable, such provision shall be reformed so asto be enforced to the maximum extent possible, and that if a court determinesthat it is not possible to reform any such provision of this Agreement, suchprovision will be severed from the Agreement and the remainder of the Agreementshall be enforced to the full extent permitted by law.

**16. Governing Law.** The provisions of this Agreement shall beconstrued and enforced in accordance with the laws of the State of Delaware.

**17. Counterparts.** This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date setforth above.

**    **

 

                                                
**ALLTELCORPORATION       **
 

By           /s/ Francis X. Frantz**          **
Name:     Francis X. FrantzTitle:        Executive      V.P.       
 

 

 Witness:**EXECUTIVE**/s/ Francis X.      Frantz                           /s/ Joe T.      Ford                         Name:   Francis X. FrantzJoe T. Ford