**Exhibit10(f)(5)**

 

**AMENDMENT**

**TO**

**ALLTEL CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN**

**(October 1, 1993 Restatement)**

 

**WHEREAS,**ALLTEL Corporation (“ALLTEL”) maintains the ALLTELCorporation Executive Deferred Compensation Plan under an October 1, 1993 Restatement,as amended (the “Plan”); and

 

**WHEREAS,**ALLTEL desires to further amend the Plan regarding thecrediting of earnings and interest under the Plan for certain Participants,which shall also apply to any deferrals of those Participants of awards underthe ALLTEL Corporation Performance Incentive Compensation Plan, as amended, andthe ALLTEL Corporation Long-Term Performance Incentive Compensation Plan, asamended;

 

**NOW, THEREFORE, BE IT RESOLVE,**that the Plan is hereby amended in therespects hereinafter set forth:

 

1.                                                                                       Article V of the Plan is amended byadding at the end thereof a new section to provide as follows:

 

10.                                                                                         Crediting of Certain Accounts. Notwithstanding any Prior Plan Provisions or any other provision hereinto the contrary (including Section 7 of this Article), subject, however, to theconsent of the Schedule 3 Participant, in lieu of all amounts that wouldotherwise be credited as of any date after December 31, 1998 to the DeferredCompensation Account(s) of a person identified in Schedule 3 to the Plan (a“Schedule 3 Participant”) in accordance with the terms and conditions of thePlan, including, without limitation, any amounts that would otherwise becredited with respect to awards under the ALLTEL Corporation PerformanceIncentive Compensation Plan, as amended, and the ALLTEL Corporation Long-TermPerformance Incentive Compensation Plan, as amended, the following shall apply:As of the close of business on each December 31st occurring afterDecember 31, 1998 and prior to the full payment thereof the then currentbalance (if any) of each Deferred Compensation Account of a Schedule 3Participant shall be credited with an amount equal to the product of: (a) thebalance of the Deferred Compensation Accounts as of the close of business on thatDecember 31st; and (b) the Applicable Rate specified with respect tothat Schedule 3 Participant on Schedule 3 to the Plan.  As of the time at which payment of an amountfrom a Deferred Compensation Account of a Schedule 3 Participant occurs, thereshall be added to the amount paid an amount equal to the product of: (a) theamount to be paid from the Deferred Compensation Account (determined withoutregard to this sentence); (b) the Applicable Rate specified with respect tothat Schedule 3 Participant on

 

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Schedule 3 to the Plan;and (c) a fraction, the numerator of which is the number of days elapsedsubsequent to the immediately preceding December 31st and prior tothe date that payment is to occur, and the denominator of which is 365.

 

2.                                                                                       The Plan is amended by adding followingSchedule 2 thereto a new Schedule 3 in

the form attached hereto.

 

**IN WITNESS WHEREOF,**ALLTEL has caused this Amendment to be executed onthis 21st day of April, 1999.

 
|   | ALLTEL CORPORATION, BY THE  COMPENSATION COMMITTEE OF ITS  BOARD OF DIRECTORS |
|--------|-------------------------------------------------------------------------------|
|   |                                                                          |
|   |                                                                          |
|   | By:                                                                           | /s/ Lawrence L. Gellerstedt III |   |
|   |                                                                          | Lawrence L. Gellerstedt, III |
|   |                                                                          | Chairman |

 

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