Exhibit (k)(12) AMENDMENT NO. 11
TO
ALLTEL CORPORATION PENSION PLAN
(January 1, 2001 Restatement) WHEREAS, ALLTEL Corporation (the Company) maintains the ALLTEL Corporation Pension Plan, as
amended and restated effective January 1, 2001, and as subsequently amended (the Plan); and WHEREAS, the Company desires further to amend the Plan; NOW THEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan, effective as of
December 31, 2004, as follows:  1.
    Section 4.01(c) of Appendix MM of the Plan is amended to provide as follows:  (c)
    Prior to its reduction as set forth in paragraph (b) above, the Benefit shall
be computed as an amount payable for the life of the Member equal to the Benefit set
forth in (1) or (2) below, whichever is applicable, but, in no event less than the
amounts determined under (3), (4), or (5) below, whichever is applicable.  (1)
    Reserved.  (2)
    (A-1)
    Monthly retirement Benefits for Members who retire from
those job classifications listed in Table I below shall be in accordance with
the Pension Band assigned to the Members job classification and the provisions
of Section (2)(A-6) below: TABLE I PENSION BAND CLASSIFICATIONS
(EFFECTIVE JANUARY 1, 2005) Job Classification
    
    Pension BandAccounting Machine Operator
    
    
    7Advanced Clerical
    
    
    7Assignment Clerk
    
    
    7Building Maintenance Mechanic
    
    
    17Building Service Attendant
    
    
    7Building Service Attendant and Monitor
    
    
    7Cable Technician
    
    
    18Cellular/Phone Center Technician
    
    
    17Clerk-Typist
    
    
    7Construction Technician
    
    
    18Customer Service Technician
    
    
    17Facility Technician
    
    
    18Frame Attendant
    
    
    8Large Systems Technician
    
    
    19
    *Mail Carrier/Coin Collector
    
    
    7Mail Clerk
    
    
    7Materials Distribution Specialist
    
    
    10


PENSION BAND CLASSIFICATIONS
(EFFECTIVE JANUARY 1, 2005)
(CONTINUED) Job Classification
    
    Pension BandService Representative
    
    
    9Small Systems Technician
    
    
    13
    *Special Service Test Technician
    
    
    18Technician   Digital Services
    
    
    18Technician  Network Switching
    
    
    18Technician  Network Transport
    
    
    18Wire Installation Technician
    
    
    1
    *Wire Technician
    
    
    3
    *
 * Indicates Systems Employees for whom separate band rates are specified in Table II to
calculate monthly retirement benefits. PENSION BAND CLASSIFICATIONS
(EFFECTIVE OCTOBER 16, 2001 TO DECEMBER 31, 2004) Job Classification
    
    Pension BandAccounting Machine Operator
    
    
    3
    (5*)Advanced Clerical
    
    
    4
    (6*)Apparatus Service Attendant
    
    
    1
    (8*)Assignment Clerk
    
    
    5Building Maintenance Mechanic  Lincoln & Territory
    
    
    17Building Service Attendant
    
    
    1
    (5*)Building Service Attendant and Monitor
    
    
    1
    (5*)Cable Technician
    
    
    18Cellular/Phone Center Technician
    
    
    17Clerk-Typist
    
    
    2
    (5*)Coin Collector  Lincoln & Territory
    
    
    6Commercial Representative  Lincoln & Territory
    
    
    18Communications Representative  Lincoln & Territory
    
    
    21Computer Operator
    
    
    5Control Clerk
    
    
    13Copy Center Operator
    
    
    11Customer Service Technician  Lincoln & Territory
    
    
    17Data Communications Technician
    
    
    18Data Entry Operator
    
    
    1
    (5*)Dispatcher
    
    
    19Distribution Center Attendant
    
    
    4
    (9*)Distribution Center Clerk
    
    
    5Distribution Center Trucker
    
    
    12Driver  Construction
    
    
    16Electronic Repair Center Radio Technician
    
    
    19Electronic Repair Center Technician
    
    
    18Equipment Operator
    
    
    16Equipment Repair Technician
    
    
    17
 -2-


PENSION BAND CLASSIFICATIONS
(EFFECTIVE OCTOBER 16, 2001 TO DECEMBER 31, 2004)
(CONTINUED) Job Classification
    
    Pension BandEquipment Service Attendant
    
    
    4
    (11*)Facilities Support Representative
    
    
    9Facility Technician  Lincoln & Hastings
    
    
    18Fleet Services Attendant
    
    
    3
    (8*)Fleet Services Mechanic
    
    
    17Frame Attendant  Lincoln & Territory
    
    
    8General Clerk
    
    
    11General Repair Center Stock Clerk
    
    
    17Group Leader (Wage Schedule 01)
    
    
    18Group Leader (Wage Schedule 03)
    
    
    19Group Leader (Wage Schedule 11)
    
    
    17Group Leader (Wage Schedule 14)
    
    
    4
    (8*)Group Leader (Wage Schedule 15)
    
    
    5
    (10*)Group Leader (Wage Schedule 21)
    
    
    1
    (5*)House Service Attendant
    
    
    1
    (2*)Lamp and Key Technician
    
    
    17Large Systems Technician
    
    
    19Lounge Room Attendant
    
    
    1
    (2*)Mail Carrier/Coin Collector
    
    
    6Mail Clerk
    
    
    1Materials Distribution Specialist  Seasonal
    
    
    1Materials Distribution Specialist Level 1
    
    
    10Materials Distribution Specialist Level 2
    
    
    10Materials Transportation Specialist Level 1
    
    
    12Materials Transportation Specialist Level 2
    
    
    12Network Analyst
    
    
    19Network Construction  Seasonal
    
    
    1Network Helper  Lincoln & Territory
    
    
    5Network Radio Technician  Lincoln & Territory
    
    
    19Network Technician  Lincoln & Territory
    
    
    18Outside Plant Technician
    
    
    16PBX Operator
    
    
    5PBX Technician  Lincoln & Territory
    
    
    18Receiving Clerk
    
    
    5
    (11*)Receptionist
    
    
    1Repair Service Attendant
    
    
    8Senior Clerk  Lincoln & Territory
    
    
    18Service Clerk
    
    
    5Service Representative
    
    
    9Shipping Clerk
    
    
    5
    (11*)Small Systems Technician
    
    
    12(13 effective 05/01/02)(16 effective 05/20/02)Stenographer
    
    
    3
    (5*)Technician  Customer Fulfillment Level 1
    
    
    18Technician  Customer Fulfillment Level 2
    
    
    18
 -3-


PENSION BAND CLASSIFICATIONS
(EFFECTIVE OCTOBER 16, 2001 TO DECEMBER 31, 2004)
(CONTINUED) Job Classification
    Pension BandTechnician  Digital Services Level 1
    
    
    18Technician  Digital Services Level 2
    
    
    18Technician  Network Construction Level 1
    
    
    18Technician  Network Construction Level 2
    
    
    18Technician  Network Switching Level 1
    
    
    18Technician  Network Switching Level 2
    
    
    18Technician  Network Transport Level 1
    
    
    18Technician  Network Transport Level 2
    
    
    18Technician  Service Assurance Level 1
    
    
    18Technician  Service Assurance Level 2
    
    
    18Telephone Repair Center Test Technician
    
    
    18Toll Investigation Clerk
    
    
    6Tool and Furniture Repairer
    
    
    17Trouble Analyst
    
    
    18Wire Installation Technician
    
    
    1Wire Technician
    
    
    3
 * Pension Band numbers in parenthesis are applicable only to members who have been in
the job classification continuously from October 15, 1983.  (A-2)
    As similarly situated new job classifications
are adopted by the Employer, or existing job classifications are
deleted by the Employer, the Committee may, by resolution, incorporate
such additions or deletions appropriately into Table I above.(A-3)
    The retirement Benefit of a Member promoted or
transferred to a job classification in a higher Pension Band shall be
determined for all years of service on the basis of the monthly Benefit
of the higher band after 60 consecutive months in such band. In the
event a period of 60 consecutive months is not completed subsequent to
such promotion or transfer, the monthly Benefit shall be determined on
the basis of the Pension Band from which such Member was first promoted
or transferred during such 60-month period for all service prior to
such promotion or transfer, plus the monthly Benefit of the band or
bands to which promoted or transferred for all service in such band or
bands. For purposes of this paragraph, promotions and transfers are
defined as changes in job classification or location involving a change
to a higher Pension Band.(A-4)
    The retirement Benefit of a Member who was
demoted or transferred to a job classification in a lower Pension Band
will be determined for all years of service on the basis of the monthly
benefit of the higher band, as in effect at the time of the demotion or
transfer, until such time as the monthly Benefit of the lower
band produces a higher benefit, providing the Employee had been -4-


in
the higher band for a period of at least 60 consecutive months. If
the period of Credited Service in the higher band was less than 60
consecutive months, the retirement Benefit for that portion of the
Members Credited Service shall be determined at the greater of:  the then current monthly Benefit of the higher band, as in
effect at the time of the demotion or transfer; or the
current monthly Benefit applicable to the lower band;  and the remaining portion of the Members Credited Service shall be
determined at the current monthly Benefit rate applicable to the
lower band. For purposes of this paragraph, demotions and transfers
are defined as changes in job classification or location involving a
change to a lower Pension Band.(A-5)
    The retirement Benefit of a Member promoted,
demoted, or transferred after December 31, 1980, to a job
classification listed in Table I above from another job classification
not so listed, and who then retires within 60 months, shall be the sum
of (i) the retirement Benefit determined under the provisions of the
Plan other than this Appendix MM as of the last day in the former
non-listed job classification; plus (ii) the amount determined under
the provisions of this subsection (2)(A) for Credited Service in the
new job classification. If such Member retires more than 60 months
after such promotion, demotion, or transfer, the retirement Benefit
shall be the greater of (i) the amount determined under the provisions
of this subsection (2)(A) for all years of service, or (ii) an amount
determined in the manner described above for a Member who retires
within 60 months after such promotion, demotion, or transfer.(A-6)
    The tables in this Section set forth monthly
retirement values per year of Credited Service for each Pension Band
and are applicable to retirements commencing in the years as specified
in the tables. The three columns in each table set forth values, by
year of retirement, to be multiplied by the applicable number of years
of Credited Service.  (i)
    The rates in column (1) are
applicable to the first 25 years, or portion thereof.(ii)
    The rates in column (2) are
applicable only to the next succeeding 5 years, or portion
thereof (years 25.001 through 30).(iii)
    The rates in column (3) are
applicable only to the years in excess of 30.  Monthly retirement Benefits shall be equal to the sum of the products
of (i), (ii), and (iii) above. -5-


TABLE II
OF APPENDIX MM TABLE OF MONTHLY RETIREMENT BENEFITS
APPLICABLE TO RETIREMENTS (OTHER THAN FOR SYSTEMS EMPLOYEES)
COMMENCING ON OR AFTER
JANUARY 1, 2005 AND SUBSEQUENT YEARS (1)
    
    (2)
    
    (3)PENSION
    
    FIRST 25
    
    YEARS 25.001
    
    YEARS AFTERBAND
    
    YEARS1
    
    THROUGH 301
    
    30.00111 - 6
    
    No Longer Used
    
    No Longer Used
    
    No Longer Used7
    
    33.52/34.19/34.87
    
    35.22/35.93/36.65
    
    36.89/37.63/38.388
    
    34.66/35.35/36.06
    
    36.39/37.12/37.86
    
    38.15/38.91/39.699
    
    35.80/36.52/37.25
    
    37.59/38.34/39.11
    
    39.37/40.16/40.9610
    
    36.90/37.64/38.39
    
    38.79/39.57/40.36
    
    40.61/41.41/42.2411
    
    38.03/38.79/39.57
    
    39.96/40.76/41.58
    
    41.86/42.70/43.5512
    
    39.16/39.94/40.74
    
    41.13/41.95/42.79
    
    43.07/43.94/44.8213
    
    40.31/41.11/41.93
    
    42.31/43.16/44.02
    
    44.34/45.23/46.1314
    
    41.46/42.29/43.14
    
    43.49/44.36/45.25
    
    45.57/46.49/47.4215
    
    42.54/43.40/44.27
    
    44.69/45.58/46.15
    
    46.80/47.73/48.6816
    
    43.68/44.55/45.44
    
    45.88/46.80/47.74
    
    48.05/49.01/49.9917
    
    44.81/45.70/46.61
    
    47.03/47.97/48.93
    
    49.30/50.28/51.2918
    
    45.93/46.85/47.79
    
    48.25/49.21/50.19
    
    50.51/51.52/52.5519
    
    47.04/47.98/48.94
    
    49.40/50.39/51.40
    
    51.77/52.80/53.8620
    
    48.20/49.16/50.14
    
    50.61/51.62/52.65
    
    53.05/54.11/55.1921
    
    49.33/50.31/51.32
    
    51.81/52.89/53.95
    
    54.25/55.34/56.45
  1
    In the xx/xx/xx format, the first number is the pension band used for
retirements in 2005; the second number for retirements in 2006; and the third for
retirements in 2007 and thereafter. -6-


TABLE II
OF APPENDIX MM
(CONTINUED) TABLE OF MONTHLY RETIREMENT BENEFITS
APPLICABLE TO RETIREMENTS (OTHER THAN FOR SYSTEMS EMPLOYEES)
COMMENCING JANUARY 1, 2002 THROUGH DECEMBER 31, 2004 AND RETIREMENTS
FOR SYSTEMS EMPLOYEES COMMENCING JANUARY 1, 2002 AND THEREAFTER (1)
    
    (2)
    
    (3)PENSION
    
    FIRST 25
    
    YEARS 25.001
    
    YEARS AFTERBAND
    
    YEARS
    
    THROUGH 30
    
    30.0011
    
    $26.22
    
    
    $27.54
    
    
    $28.842
    
    27.31
    
    
    28.71
    
    
    30.073
    
    28.45
    
    
    29.87
    
    
    31.304
    
    29.57
    
    
    31.02
    
    
    32.525
    
    30.66
    
    
    32.18
    
    
    33.706
    
    31.77
    
    
    33.33
    
    
    34.937
    
    32.86
    
    
    34.53
    
    
    36.178
    
    33.98
    
    
    35.68
    
    
    37.409
    
    35.10
    
    
    36.85
    
    
    38.6010
    
    36.18
    
    
    38.03
    
    
    39.8011
    
    37.28
    
    
    39.18
    
    
    41.0412
    
    38.39
    
    
    40.32
    
    
    42.2313
    
    39.52
    
    
    41.48
    
    
    43.4714
    
    40.65
    
    
    42.64
    
    
    44.6815
    
    41.71
    
    
    43.81
    
    
    45.8816
    
    42.82
    
    
    44.98
    
    
    47.1117
    
    43.93
    
    
    46.11
    
    
    48.3318
    
    45.03
    
    
    47.30
    
    
    49.5219
    
    46.12
    
    
    48.43
    
    
    50.7520
    
    47.25
    
    
    49.62
    
    
    52.0121
    
    48.36
    
    
    50.79
    
    
    53.19
  (B)
    Reserved. -7-


(3)
    With respect to an Employee who has completed 20 years of
Credited Service, the minimum normal retirement Benefit shall be One Hundred
and Fifty Dollars ($150) per month. Effective January 1, 1979, the minimum
monthly normal retirement Benefit with respect to an Employee who has completed
at least 20 years of Credited Service shall be the amount stated in the
following table: TOTAL YEARS OF
    
    MINIMUMCREDITED SERVICE
    
    MONTHLY BENEFIT20 But Less Than 21 Years
    
    $152.5021 But Less Than 22 Years
    
    162.5022 But Less Than 30 Years
    
    170.0030 But Less Than 40 Years
    
    180.0040 or More Years
    
    190.00
  (4)
    With respect to an Employee who has completed at least 15 years
but less than 20 years of Credited Service, the minimum normal retirement
Benefit shall be Seven Dollars and Fifty Cents ($7.50) per month for each year
of Credited Service.(5)
    Reserved.(6)
    Reserved. 2.             Effective as of February 20, 2004, Section 13 of the Plan is amended by adding the following
Section 13.45 thereto:  13.45
    Employees of CellCom/New-Cell, Inc. (as indicated in 13.45(k))(a)
    Effective Date  February 20, 2004.(b)
    Account  None.(c)
    Minimum Normal Retirement Pension  None.(d)
    Minimum Early Retirement Pension  None.(e)
    Minimum Disability Retirement Pension  None.(f)
    Minimum Deferred Vested Pension  None.(g)
    Minimum Death Benefit  None.(h)
    Prior Plan Offset  Not Applicable.(i)
    Provision Relative to Section 401(a)(12) of the Code  Not Applicable. -8-


(j)
    Miscellaneous  See APPENDIX VV  SPECIAL PROVISIONS APPLICABLE TO CERTAIN
EMPLOYEES OF CELLCOM/NEW-CELL, INC., which follows immediately hereafter.(k)
    Affected Employees  Name
    
    EE NumberBarbara Kraetsch
    
    
    0086781Yvette Ingalls
    
    
    0086772Shellee Sabatke
    
    
    0086785Vicki Kolpack
    
    
    0086841Rhoda Zupon
    
    
    0086843Nicki Myre
    
    
    0086796Stephanie Malakowsky
    
    
    0086783Michelle Lau
    
    
    0086837Josh Isaacson
    
    
    0086774Elizabeth Lau
    
    
    0086847Steve DeCloux
    
    
    0086769Amy Hildebrand
    
    
    0086853
 APPENDIX VV
SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
OF
CELLCOM/NEW-CELL, INC. Effective as of February 20, 2004, certain employees of CellCom/New-Cell, Inc. (CellCom)
became employees of the Controlled Group. Notwithstanding any other provision of the Plan, effective February 20, 2004, the Plan is
modified as set forth below with respect to the active employees of CellCom listed in 13.45(k)
who became employees of the Controlled Group on February 20, 2004.  A.
    Section 1.07 is modified by adding to the definition thereof the following:  1.07VV
    Basic Compensation shall include only amounts earned on or after February 20,
2004.  B.
    Section 1.14 is modified by adding to the definition thereof the following:  1.14VV
    Compensation shall include only amounts earned on or after February 20, 2004.  C.
    Section 1.37(g) is modified as follows:  1.37(g)VV
    Vesting Service  (a)
    A Participants eligibility for benefits under the Plan shall be
determined by his period of Vesting Service, in accordance with the following: -9-


(i)
    Service Prior to February 20, 2004: An
Employees period(s) of employment with CellCom prior to February
20, 2004, shall be counted as Vesting Service to the extent that
such periods would have counted under the Plan if such employment
had been with the Company.(ii)
    Service From and After February 20, 2004:
In accordance with the provisions of Section 1.37(g).(iii)
    Notwithstanding any other provision of the
Plan, there shall be no duplication of Vesting Service (or Vesting
Years of Service) by reason of any restoration of, crediting of, or
granting of service in respect of any single period or otherwise.  D.
    Section 1.37(d) is modified as follows:  1.37(d)VV
    Benefit Service  (a)
    The amount of the benefit payable to or on behalf of a
Participant shall be determined on the basis of his Benefit Service, in
accordance with the following:  (i)
    Benefit Service Prior to February 20, 2004:
None.  (ii)
    Benefit Service From and After February 20,
2004: In accordance with the provisions of Section 1.37(d).  E.
    Section 1.37(f) is modified as follows:  1.37(f)VV
    Eligibility Year of Service  (a)
    A Participants Eligibility Years of Service under the Plan
shall be determined in accordance with the following:  (i)
    Service Prior to February 20, 2004: An
Employees period(s) of employment with CellCom prior to February
20, 2004, shall be counted as Eligibility Years of Service to the
extent that such periods would have counted under the Plan if such
employment had been with the Company.(ii)
    Service From and After February 20,
2004: In accordance with the provisions of Section 1.37(f).(iii)
    Notwithstanding any other provision of the
Plan, there shall be no duplication of Eligibility Years of Service
under the Plan by reason of any restoration of, crediting of, or
granting of service in respect of any single period or otherwise. 3.             Effective as of November 1, 2004, Section 13 of the Plan is amended by adding the following
Section 13.46 thereto: -10-


13.46
    Employees of MobileTel, LLC  (a)
    Effective Date  November 1, 2004.(b)
    Account  None.(c)
    Minimum Normal Retirement Pension  None.(d)
    Minimum Early Retirement Pension  None.(e)
    Minimum Disability Retirement Pension  None.(f)
    Minimum Deferred Vested Pension  None(g)
    Minimum Death Benefit  None.(h)
    Prior Plan Offset  Not Applicable.(i)
    Provision Relative to Section 401(a)(12) of the Code  Not Applicable.(j)
    Miscellaneous  See APPENDIX WW  SPECIAL PROVISIONS APPLICABLE TO CERTAIN
EMPLOYEES OF MOBILETEL, LLC, which follows immediately hereafter. APPENDIX WW
SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
OF
MOBILETEL, LLC Effective as of November 1, 2004, certain employees of MobileTel, LLC became employees of the
Controlled Group. Notwithstanding any other provision of the Plan, effective November 1, 2004, the Plan is
modified as set forth below with respect to active employees of MobileTel, LLC who became
employees of the Controlled Group on November 1, 2004.  A.
    Section 1.07 is modified by adding to the definition thereof the following:  1.07WW
    Basic Compensation shall include only amounts earned on or after November 1,
2004.  B.
    Section 1.14 is modified by adding to the definition thereof the following:  1.14WW
    Compensation shall include only amounts earned on or after November 1, 2004.  C.
    Section 1.37(g) is modified as follows:  1.37(g)WW
    Vesting Service -11-


(a)
    A Participants eligibility for benefits under the Plan shall
be determined by his period of Vesting Service, in accordance with the
following:  (i)
    Service Prior to November 1, 2004: An
Employees period(s) of employment with MobileTel, LLC prior to
November 1, 2004, shall be counted as Vesting Service to the extent
that such periods would have counted under the Plan if such
employment had been with the Company.(ii)
    Service From and After November 1, 2004:
In accordance with the provisions of Section 1.37(g).(iii)
    Notwithstanding any other provision of the
Plan, there shall be no duplication of Vesting Service (or Vesting
Years of Service) by reason of any restoration of, crediting of, or
granting of service in respect of any single period or otherwise.  D.
    Section 1.37(d) is modified as follows:  1.37(d)WW
    Benefit Service  (a)
    The amount of the benefit payable to or on behalf of a
Participant shall be determined on the basis of his Benefit Service, in
accordance with the following:  (i)
    Benefit Service Prior to November 1, 2004: None.(ii)
    Benefit Service From and After November 1,
2004: In accordance with the provisions of Section 1.37(d).  E.
    Section 1.37(f) is modified as follows:  1.37(f)WW
    Eligibility Year of Service  (a)
    A Participants Eligibility Years of Service under the Plan
shall be determined in accordance with the following:  (i)
    Service Prior to November 1, 2004: An
Employees period(s) of employment with Mobiletel, LLC prior to
November 1, 2004, shall be counted as Eligibility Years of Service
to the extent that such periods would have counted under the Plan
if such employment had been with the Company.(ii)
    Service From and After November 1,
2004: In accordance with the provisions of Section 1.37(f).(iii)
    Notwithstanding any other provision of the
Plan, there shall be no duplication of Eligibility Years of Service
under the Plan by reason of any restoration of, crediting of, or
granting of service in respect of any single period or otherwise. -12-


4.             Effective as of December 1, 2004, Section 13 of the Plan is amended by adding the following
Section 13.47 thereto:  13.47
    Employees of United States Cellular Corporation(a)
    Effective Date  December 1, 2004.(b)
    Account  None.(c)
    Minimum Normal Retirement Pension  None.(d)
    Minimum Early Retirement Pension  None.(e)
    Minimum Disability Retirement Pension  None.(f)
    Minimum Deferred Vested Pension  None.(g)
    Minimum Death Benefit  None.(h)
    Prior Plan Offset  Not Applicable.(i)
    Provision Relative to Section 401(a)(12) of the Code  Not Applicable.(j)
    Miscellaneous  See APPENDIX XX  SPECIAL PROVISIONS APPLICABLE TO CERTAIN
EMPLOYEES OF UNITED STATES CELLULAR CORPORATION, which follows immediately hereafter. APPENDIX XX
SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
OF
UNITED STATES CELLULAR CORPORATION Effective as of December 1, 2004, certain employees of United States Cellular Corporation
became employees of the Controlled Group. Notwithstanding any other provision of the Plan, effective December 1, 2004, the Plan is
modified as set forth below with respect to active employees of United States Cellular
Corporation who became employees of the Controlled Group either on December 1, 2004 or pursuant
to the Purchase Agreement between United States Cellular Corporation and the Company effective
December 1, 2004.  A.
    Section 1.07 is modified by adding to the definition thereof the following:  1.07XX
    Basic Compensation shall include only amounts earned on or after December 1,
2004. -13-


B.
    Section 1.14 is modified by adding to the definition thereof the following:  1.14XX
    Compensation shall include only amounts earned on or after December 1, 2004.  C.
    Section 1.37(g) is modified as follows:  1.37(g)XX
    Vesting Service  (a)
    Participants eligibility for benefits under the Plan shall be
determined by his period of Vesting Service, in accordance with the following:  (i)
    Service Prior to December 1, 2004: An
Employees period(s) of employment with United States Cellular
Corporation prior to December 1, 2004, shall be counted as Vesting
Service to the extent that such periods would have counted under the
Plan if such employment had been with the Company.(ii)
    Service From and After December 1, 2004: In
accordance with the provisions of Section 1.37(g).(iii)
    Notwithstanding any other provision of the
Plan, there shall be no duplication of Vesting Service (or Vesting
Years of Service) by reason of any restoration of, crediting of, or
granting of service in respect of any single period or otherwise.  D.
    Section 1.37(d) is modified as follows:  1.37(d)XX
    Benefit Service  (a)
    The amount of the benefit payable to or on behalf of a
Participant shall be determined on the basis of his Benefit Service, in
accordance with the following:  (i)
    Benefit Service Prior to December 1, 2004: None.(ii)
    Benefit Service From and After December 1,
2004: In accordance with the provisions of Section 1.37(d).  E.
    Section 1.37(f) is modified as follows:  1.37(f)XX
    Eligibility Year of Service  (a)
    A Participants Eligibility Years of Service under the Plan
shall be determined in accordance with the following:  (i)
    Service Prior to December 1, 2004: An
Employees period(s) of employment with United States Cellular
Corporation prior to December 1, 2004, shall be counted as
Eligibility Years of Service to the extent that such periods would
have counted -14-


under the Plan if such employment had been with the Company.  (ii)
    Service From and After December 1, 2004:
In accordance with the provisions of Section 1.37(f).(iii)
    Notwithstanding any other provision of the
Plan, there shall be no duplication of Eligibility Years of Service
under the Plan by reason of any restoration of, crediting of, or
granting of service in respect of any single period or otherwise. IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this Amendment No.
11 to ALLTEL Corporation Pension Plan (January 1, 2001 Restatement) to be executed on this
13th
day of December, 2004. ALLTEL CORPORATIONBy:
    /s/ Scott T. FordTitle:
    President and
    Chief Executive Officer -15-