**Exhibit10(f)(11)**

 

**ALLTELCORPORATION**

 

**Resolutions of the Board of Directors**

**October 22, 1998**

 

**Re: Amendments to 1998 Management**

**Deferred Compensation Plan**

 

**WHEREAS**, the Board of Directors of ALLTELCorporation (“ALLTEL”) adopted the ALLTEL Corporation 1998 Management DeferredCompensation Plan (the “Plan”), effective June 23, 1998; and

 

**WHEREAS**, the Board of Directors deems itdesirable to make certain amendments to the Plan;

 

**NOW THEREFORE, BE IT RESOLVED**, that the Plan is hereby amended,effective as of October 22, 1998, as follows:

 

1.  Section 2.1 is amended to provide asfollows:

 

2.1.          **Eligibility**.  It is the intent of the Corporation toextend eligibility for the Plan only to those Employees who comprise a selectgroup of management or highly compensated employees, such that the Plan willqualify for treatment as “top hat” plan under ERISA. The CEO shall be anEligible Employee for each Year that begins after December 31, 1998.  Eligible Employees for each Year that beginsafter December 31, 1998, other than the CEO, shall be those Employeesdesignated in writing by the CEO in his sole and absolute discretion but takinginto account the limitation set forth in the immediately preceding sentence.Eligible Employees for any given Year, other than the CEO, shall be designatedin writing by the CEO not later than August 15th of the immediately precedingYear and shall be notified in writing of their eligibility by the Corporationnot later than September 1st of the immediately preceding Year, except that withrespect to an Employee who has never been an Eligible Employee:

 

(a)           The CEO may in writing designate thatEmployee as an Eligible Employee for a given Year that begins after December31, 1998 during that Year;

 

(b)           The CEO may in writing designate thatEmployee as an Eligible Employee at any time during the current Year for animmediately succeeding Year that begins after December 31, 1998; and

 

(c)           The Corporation shall notify thatEmployee of his eligibility within ten (10) days after his designation as anEligible Employee.

 

No Employee shallhave the right to be designated by the CEO as an Eligible Employee, and noEmployee who has been designated as an Eligible Employee for any Year shallhave the right to be designated as Eligible Employee for any future Year.  An Eligible Employee for a given Year shallbe entitled to elect to defer the payment of a portion of his Compensation forthat Year in accordance with Section 2.2.

 

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2.  Section 2.3 is amended to provide asfollows:

 

2.3.                              **Deferral Election**.  EligibleEmployees shall make their elections under the Plan with

 respect to deferral of Salary not later thanDecember 15th of the Year immediately preceding the Deferral Year,and Eligible Employees shall make their elections under the Plan with respectto deferral of Incentive Compensation and Long-Term Incentive Compensation notlater than September 30th of the Year immediately preceding theDeferral Year, except that:

 

(a)           In the case of a person who firstbecomes an Eligible Employee during a Year and is designated by the CEO as anEligible Employee for the Year in which he becomes an Eligible Employee, theEligible Employee may make an election with respect to deferral of Salary forthe current Year attributable to services performed subsequent to his electionnot later than thirty (30) days after becoming an Eligible Employee;

 

(b)           In the case of a person who firstbecomes an Eligible Employee between August 16th and December 31st(inclusive) of a Year, and is designated by the CEO as an Eligible Employee forthe immediately succeeding Year, the Eligible Employee may make an electionwith respect to deferral of Salary for the immediately succeeding Yearattributable to services performed subsequent to his election not later thanthe later of thirty (30) days after becoming an  Eligible Employee or December 15th of the Yearimmediately preceding the Deferral Year; and

 

(c)           In the case of a person who firstbecomes an Eligible Employee between August 16th and December 31st(inclusive) of a Year and is designated by the CEO as an Eligible Employee forthe immediately succeeding Year, the Eligible Employee may make elections withrespect to deferral of Incentive Compensation and Long-Term IncentiveCompensation not later than the later of thirty (30) days after becoming anEligible Employee or December 31st of the Year immediately precedingthe Deferral Year.

 

In any case inwhich no election with respect to deferral of Compensation by an EligibleEmployee is provided for under the foregoing provisions of this Section 2.3,there shall be no deferral under the Plan with respect to that Compensation.All deferral elections shall be made by the Eligible Employee delivering to theCorporation a properly executed, written “Deferral Election Form” in the form prescribedfrom time to time by the Corporation, which shall be irrevocable after deliveryto the Corporation, and on which the following elections shall be made:

 

(a)           The percentage of each eligiblecomponent of Compensation to be deferred for the Year in accordance withSection 2.2; and

 

(b)           The deferral period in the event ofthe Participant’s Retirement in accordance with Section 2.4.

 

Each DeferralElection Form for a Deferral Year shall require that the deferral period in theevent of the Participant’s Retirement in accordance with Section 2.4 shall bethe same with respect to each eligible component of Compensation to be deferredfor the Year in accordance with Section 2.2. The amount of Compensation (if any) elected to be deferred by aParticipant

 

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under the Plan fora Deferral Year shall not be paid to or otherwise made available to theParticipant, his Beneficiary, or any other person claiming through theParticipant other than as set forth in the Plan.

 

**RESOLVED FURTHER**, that the officers of ALLTEL be, andeach of them hereby is, authorized and directed, for and on behalf of ALLTEL,to take all actions and to execute all documents as they deem necessary orappropriate to render effective and otherwise to fully carry out the intent andpurposes of the foregoing resolutions and the transactions contemplatedthereby.

 

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