**Exhibit
        10(e)(15)**
  **AMENDMENT
        NO. 3 TO THE**
  **ALLTEL
        CORPORATION**
  **1998
        MANAGEMENT DEFERRED COMPENSATION PLAN**
  Effective
        as of December 8, 2005, the ALLTEL Corporation 1998 Management Deferred
        Compensation Plan is hereby amended to add a new Section 6.7 to the end thereof
        as follows:
  "6.7  Adoption
        of Sub-Plan .
        Effective as of December 8, 2005 (the "Effective Date"), the Corporation
        hereby
        establishes the 1998 Management Deferred Compensation Sub-Plan (the "Sub-Plan").
        The Sub-Plan shall be governed by the same terms and conditions as the Plan,
        except as otherwise provided below:
  (a)  Designated
        Participants; Credits .
        Each
        Participant designated by the Corporation (a "Designated Participant") shall
        have credited to his or her Deferred Compensation Account under the Sub-Plan
        the
        amount credited to his or her Deferred Compensation Account under the Plan
        as of
        the Effective Date. On and after the Effective Date, the Designated Participants
        shall only be entitled to benefits under the terms and conditions of the
        Sub-Plan and shall cease to have any rights under the terms of the Plan in
        effect prior to the Effective Date.
  (b)  Deferral
        Elections .
        The
        deferral elections of Designated Participants under the Plan with respect
        to the
        2005 and 2006 Deferral Years shall remain in effect under the Sub-Plan in
        accordance with their terms.
  (c)  Distribution
        Elections .
        Notwithstanding anything contained herein to the contrary, and in accordance
        with Q/A 19(c) of Notice 2005-1 and the proposed Treasury regulations issued
        under Section 409A of the Code, a Designated Participant may elect on a form
        provided by the Corporation to receive a distribution of his or her Deferred
        Compensation Account under the Sub-Plan for all Deferral Years in accordance
        with the following rules:
  (i)  A
        Designated Participant may elect to defer distribution or commencement of
        distribution of his or her Deferred Compensation Account for all Deferral
        Years
        until the earliest to occur of (i) the first day of any month (other than
        January) of a specified year or attainment of a specified age, or (ii) death.
  (ii)  A
        Designated Participant may elect to receive such distributions in a single
        lump
        sum or in a number of approximately equal annual installments over a specified
        period not exceeding five (5) years, commencing on the date specified
        above.
  (iii)  In
        order
        to be effective, such election must be filed with the Corporation on or before
        December 31, 2005 (or any earlier date specified on the applicable election
        form
        provided by the Corporation). If a Designated Participant fails to make an
        election pursuant to this Section 6.7(c), then his Deferred Compensation
        Account
        shall be distributed to the Designated Participant or his Beneficiary in
        accordance with Article IV of the Plan.
  (d)  Compliance
        with Section 409A of the Code .
        It is
        intended that the Sub-Plan comply with the provisions of Section 409A of
        the
        Code, so as to prevent the inclusion in gross income of any amounts deferred
        by
        the Designated Participants under the Sub-Plan in a taxable year that is
        prior
        to the taxable year or years in which such amounts would otherwise actually
        be
        distributed or made available to Designated Participants or their Beneficiaries.
        This Sub-Plan shall be construed, administered, and governed in a manner
        that
        effects such intent, and the Corporation shall not take any action that would
        be
        inconsistent with such intent. Any provisions that would cause any amount
        deferred or payable under the Sub-Plan to be includible in the gross income
        of
        any Designated Participant or Beneficiary under Section 409A(a)(1) of the
        Code
        shall have no force and effect unless and until amended to cause such amount
        to
        not be so includible (which amendment may be retroactive to the extent permitted
        by Section 409A of the Code). Any reference in this Sub-Plan to Section 409A
        of
        the Code will also include any proposed, temporary or final regulations,
        or any
        other guidance, promulgated with respect to such Section by the U.S. Department
        of the Treasury or the Internal Revenue Service.
  (e)  Effect
        on Other Participants .
        For
        purposes of clarity, the provisions of the Sub-Plan shall only apply to the
        Designated Participants, and shall not be construed to modify the benefits
        and
        rights of any other Participant of the Plan. Accordingly, and to the greatest
        extent possible, the provisions of the Sub-Plan shall be construed and
        interpreted so as to avoid creating any "material modifications" (within
        the
        meaning of Section 409A of the code) with respect to such other Participants."
  IN
        WITNESS WHEREOF, this Amendment has been executed as of the date first set
        forth
        above.
 
 **ALLTEL
        CORPORATION**
 
 
 
 By:  /s/
        Scott T. Ford
 Title: 
        Chief Executive Officer and President