Exhibit(10)(l)(13)

AMENDMENTNO. 16

TO

ALLTELCORPORATION PROFIT-SHARING PLAN

(January1, 1994 Restatement)

WHEREAS, ALLTEL Corporation (the "Company")maintains the ALLTEL Corporation Profit-Sharing Plan, as amended and restatedeffective January 1, 1994, and subsequently further amended, (the"Plan"); and

WHEREAS, the Company desires further to amend the Plan;

NOW, THEREFORE, the Company hereby amends the Plan in therespects hereinafter set forth.

- Effective with respect to Plan Years beginning after December 31, 2001,    the second paragraph of Section 1.07 of the Plan is amended to provide as    follows:
In no event, however, shall the Compensation of a  Participant taken into account under the Plan for a Plan Year exceed the  dollar limitation under Section 401(a)(17)(A) of the Code, subject to  adjustment annually as provided in Section 401(a)(17)(B) and  Section 415(d) of the Code. If the compensation of a Participant is  determined over a period of time that contains fewer than 12 calendar  months, then the annual compensation limitation described above shall be  adjusted with respect to that Participant by multiplying the annual  compensation limitation in effect for the Plan Year by a fraction the  numerator of which is the number of full months in the period and the  denominator of which is 12.
- Effective with respect to Plan Years beginning after December 31, 2001,    Section 7.01(g) of the Plan is amended to provide as follows:

 

The "maximum permissible amount" shall be the lesser of:

> 
For years beginning after December 31, 2001,          the annual addition with respect to a Participant for a limitation          year shall not exceed the lesser of (i) $40,000, as adjusted for          increases in the cost-of-living under Section 415(d) and          regulations issued thereunder of the Code or (ii) 100% of the          Participant's compensation within the meaning of          Section 415(c)(3) of the Code, and regulations issued thereunder          for the limitation year; provided, however, that the limit in          clause (i) shall be prorated for any short limitation year; or,

For years beginning prior to January 1, 2002,          the annual addition with respect to a Participant for a limitation          year shall in no event exceed the lesser of (i) the greater of          $30,000 or 25 percent of the defined benefit dollar limitation          set forth in Section 415(b)(1) of the Code in effect for the          limitation year or (ii) 25 percent of the Participant's          compensation, as defined in Section 415(c)(3) of the Code and          regulations issued thereunder for the limitation year; provided,          however, that the limit in clause (i) shall be prorated for any          short limitation year.
 

3. Effective as of January 1, 2001, Section 9.04 of  the Plan is amended by adding a new subsection (jj) at the end thereof to  provide as follows:

 
- In determining Years of Eligibility Service for an Employee who was an      employee of Benchmark Consulting International, Inc.      ("Benchmark") immediately prior to August 2, 2000, and became an      Employee on August 2, 2000, and who was an Employee on January 1, 2001,      the Employee's period or periods of employment with Benchmark prior to      August 2, 2000 that would have been taken into account under the Plan if      such period or periods of employment were service with a member of the      Controlled Group, shall be counted as Years of Eligibility Service.      Notwithstanding any other provision of the Plan, there shall be no      duplication of Years of Eligibility Service under the Plan by reason of      service (or hours of service) in respect of any single period or      otherwise.

 

4. Effective as of January 1, 2001, Section 9.04 of  the Plan is amended by adding a new subsection (kk) at the end thereof to  provide as follows:

 
- In determining Years of Eligibility Service for an Employee who was an      employee of Datamatic Services, Inc. ("Datamatic") immediately      prior to December 6, 2001, and became an Employee on December 6, 2000, and      who was an Employee on January 1, 2001, the Employee's period or periods      of employment with Datamatic prior to December 6, 2000 that would have      been taken into account under the Plan if such period or periods of      employment were service with a member of the Controlled Group, shall be      counted as Years of Eligibility Service. Notwithstanding any other      provision of the Plan, there shall be no duplication of Years of      Eligibility Service under the Plan by reason of service (or hours of      service) in respect of any single period or otherwise.

 

5. Effective as of November 15, 2001 Section 9.04 of    the Plan is amended by adding a new subsection (ll) at the end thereof    to provide as follows:

 
In determining Years of Eligibility Service for an Employee who was an      employee of PMG Systems, Inc ("PMG") immediately prior to      November 15, 2001 and became an Employee on November 15, 2001, the      Employee's period or periods of employment with PMG prior to November 15,      2001 that would have been taken into account under the Plan if such period      or periods of employment were service with a member of the Controlled      Group, shall be counted as Years of Eligibility Service. Notwithstanding      any other provision of the Plan, there shall be no duplication of Years of      Eligibility Service under the Plan by reason of service (or hours of      service) in respect of any single period or otherwise.

 

6. Effective as of January 1, 200,1 Section 9.05 of thePlan is amended by adding a new subsection (jj) at the end thereof toprovide as follows:

 

jj.
In determining Years of Vesting Service for an Employee who was an      employee of Benchmark Consulting International, Inc.      ("Benchmark") immediately prior to August 2, 2000, and became an      Employee on August 2, 2000, and who was an Employee on January 1, 2001,      the Employee's period or periods of employment with Benchmark prior to      August 2, 2000 that would have been taken into account under the Plan if      such period or periods of employment were service with a member of the      Controlled Group, shall be counted as Years of Vesting Service.      Notwithstanding any other provision of the Plan, there shall be no      duplication of Years of Vesting Service under the Plan by reason of      service (or hours of service) in respect of any single period or      otherwise.
 
 

7. Effective as of January 1, 2001, Section 9.05 of    the Plan is amended by adding a new subsection (kk) at the end thereof    to provide as follows:

 
In determining Years of Vesting Service for an Employee who was an      employee of Datamatic Services, Inc. ("Datamatic") immediately      prior to December 6, 2000, and became an Employee on December 6, 2000, and      who was an Employee on January 1, 2001
,    
the Employee's period or periods of    employment with Datamatic prior to December 6, 2000 that would have been    taken into account under the Plan if such period or periods of employment    were service with a member of the Controlled Group, shall be counted as    Years of Vesting Service. Notwithstanding any other provision of the Plan,    there shall be no duplication of Years of Vesting Service under the Plan by    reason of service (or hours of service) in respect of any single period or    otherwise.
 

8. Effective as of November 15, 2001 Section 9.05 of  the Plan is amended by adding a new subsection (ll) at the end thereof to  provide as follows:

 
In determining Years of Vesting Service for an Employee who was an      employee of PMG Systems, Inc. ("PMG") immediately prior to      November 15, 2001, and became an Employee on November 15, 2001, the      Employee's period or periods of employment with PMG prior to November 15,      2001 that would have been taken into account under the Plan if such period      or periods of employment were service with a member of the Controlled      Group, shall be counted as Years of Vesting Service. Notwithstanding any      other provision of the Plan, there shall be no duplication of Years of      Vesting Service under the Plan by reason of service (or hours of service)      in respect of any single period or otherwise.

 

9. Effective as of November 15, 2001, Section 13.05 of the  Plan is amended by adding a new subsection (rr) at the end thereof to provide  as follows:

 

(rr) Each person who

 

(i) was an active employee of PMG Systems,                Inc. ("PMG") and became an Employee on November 15,                2001;

 

(ii) met the eligibility requirements to                become a Participant on or before the last day of the 2001 Plan                Year; and

 

(iii) is not otherwise eligible for an                allocation of Employer Contribution for the 2001 Plan Year under                Section 13.04;

 

shall receive an allocation of Employer          Contribution for the 2001 Plan Year as provided in this subsection (rr),          if the Participant is credited with at least such number of Hours of          Service as the number determined by multiplying 1,000 by a fraction          the numerator of which is the number of days of employment with the          Controlled Group completed by the Participant in the 2001 Plan Year          and the denominator of which is three hundred sixty-five (365).          Subject to the last sentence of Section 13.01, the portion of          Employer Contribution assigned to the Region including such          Participants shall be specified on the Schedule for the 2001 Plan Year          and shall be allocated among the Participants in such Region as          provided in Section 13.04, but without regard to the requirement          that a Participant have a Year of Participation. Notwithstanding the          provisions of Section 13.04, any Participant who would receive an          allocation of Employer Contribution under this subsection (rr)          but for his transfer of employment prior to December 31, 2001, shall          be deemed to be in the Region including the Participants eligible          under this subsection (rr) for the 2001 Plan Year.

 

10. Effective as of January 1, 2001, Section 13.05 of the    Plan is amended by adding a new subsection (ss) at the end thereof to    provide as follows:

 

(ss) Each person who, on December 31, 2001, is a          "Non-Union Eligible Employee" and a "Participant"          who has completed a "Year of Eligiblity Service" and during          the 2001 Plan Year a "Year of Participation Service" under          the Aliant Communications, Inc. 401(k) Savings and Stock Ownership          Plan (the "Aliant Plan"), as those terms are defined in the          Aliant Plan as in effect on December 31, 2001, shall receive an          allocation of the Employer Contribution for the 2001 Plan Year as          provided in this subsection (ss), based on such Participant's          Compensation for the 2001 Plan Year. Such Participants shall be          eligible only for the allocation of the Employer Contribution provided          for in this subsection (ss) and shall not be eligible to receive an          allocation of forfeitures pursuant to Section 13.03 or any other          allocation under the Plan for the 2001 Plan Year. Subject to the last          sentence of Section 13.01, the portion of Employer Contribution          assigned to the Region including such Participants shall be specified          on the Schedule for the 2001 Plan Year and shall be allocated among          the Participants in such Region as provided in Section 13.04.

 

11. Effective as of February 15, 2001, Article XXII of    the Plan is amended by adding a new section 22.05 at the end thereof to    provide as follows:

 

22.05 Extension of Coverage to Certain Alabama        Employees
 

Effective beginning February 15, 2001 and as more      specifically hereinafter provided, the proviso to paragraph (a)(1) of      Section 1.12 shall not apply to and coverage under the Plan shall be      extended to a person who on or after February 15, 2001 is an Employee      and who on or before February 15, 2001 was in the bargaining unit      described in National Labor Relations Board Case 10-RD-1368 (a      "Decertified Employee"): For purposes of Sections 13.01,      13.02, 13.03, 13.04, and 13.06, for the Plan Year ending December 31,      2001, a Decertified Employee who would have been an Eligible Employee at      relevant times during the Plan Year ending December 31, 2001 but for      paragraph (a)(1) of Section 1.12 shall be treated as an Eligible      Employee at such relevant times during the Plan Year ending      December 31, 2001.

IN WITNESS WHEREOF, the Company, by its duly authorizedofficer, has caused this Amendment to be executed on this 28th day of December,2001.

 

 

 

ALLTEL CORPORATION

 

By:     /s/ Scott T.Ford           

Title: