**Exhibit (10)(f)(10)**

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**ALLTEL CORPORATION**

**1999 NONEMPLOYEE DIRECTORS**

**STOCK COMPENSATION PLAN**

**(As Amended and Restated Effective January 22, 2004)**

 

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**ALLTEL CORPORATION**

**1999 NONEMPLOYEE DIRECTORS**

**STOCK COMPENSATION PLAN**

**(As Amended and Restated Effective January 22, 2004)**

 

**ARTICLE1.  ESTABLISHMENT AND PURPOSE**

 

1.1           Establishmentof the Plan.  This ALLTELCorporation 1999 Nonemployee Directors Stock Compensation Plan, established byALLTEL Corporation (“ALLTEL”) effective as of January 1, 1999  (the “Effective Date”), is hereby amendedand restated effective as of January 22, 2004 (the “Plan”).  The Plan provides for the issuance ofRestricted Shares (as hereinafter defined) to nonemployee directors of ALLTELin lieu of all or a portion of the annual retainer payable to them.

 

1.2           Purposeof the Plan.  The purpose of thePlan is to encourage stock ownership in ALLTEL by ALLTEL’s nonemployeedirectors and to provide an incentive to them to continue their contributiontowards the achievement of ALLTEL’s strategic goals.

 

1.3           Durationof the Plan.  Unless the Plan isearlier terminated by the Board as provided in Section 6.2, the Plan shallcontinue in effect following the Effective Date until all Shares which may beissued under the Plan have been issued.

 

**ARTICLE2.  DEFINITIONS**

 

Capitalized terms used and not otherwise defined inthe Plan shall have the following meanings:

 

“Annual Retainer” means the annual base feepaid to each Nonemployee Director for serving as a Director of ALLTEL, as fixedfrom time to time by the Board, but shall not include any meeting fees or anyadditional fees payable to a Director for serving as Chairman of a committee ofthe Board.

 

“Applicable Percentage” means the percentage ofthe Annual Retainer payable to Participants by issuance of Restricted Sharesunder the Plan, which initially shall be 37.5%.  The Applicable Percentage for all Participants may be changed bythe

 

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Board for any FiscalPeriod at least six months prior to the first day of the Fiscal Period as ofwhich the change is to become effective. In addition, a Participant may elect an Applicable Percentage for thatParticipant higher than the Applicable Percentage determined from time to timeby the Board for any Fiscal Period by written notice to ALLTEL at least six monthsprior to the first day of the Fiscal Period as of which the higher percentageis to become effective.

 

“Board” or “Board of Directors” meansthe Board of Directors of ALLTEL, as constituted from time to time.

 

“Change of Control” shall be deemed to haveoccurred if:

 

(i)  Any “person,” as defined in Section 13(d)and 14(d) of the Exchange Act, other than ALLTEL, any of its Subsidiaries orany employee benefit plan maintained by ALLTEL or any of its Subsidiariesbecomes the “beneficial owner” (as defined in Rule 13d-3 under the ExchangeAct) of 15% or more of the outstanding voting capital stock of ALLTEL, unlessprior thereto, the Continuing Directors (as defined in the immediatelyfollowing sentence) approve the transaction that results in the person becomingthe beneficial owner of 15% or more of the outstanding voting capital stock ofALLTEL.  “Continuing Directors” meansDirectors who were Directors of ALLTEL at the beginning of the 24-month periodending on the date the determination is made or whose election, or nominationfor election, by ALLTEL’s stockholders was approved by at least a majority ofthe Directors who are in office at the time of the election or nomination andwho either (1) were Directors at the beginning of the period or (2) wereelected, or nominated for election, by at least a majority of the Directors whowere in office at the time of the election or nomination and were Directors atthe beginning of the period;

 

(ii)  At any time Continuing Directors no longerconstitute a majority of the Directors of ALLTEL;

 

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(iii)  The Board fixes a record date fordetermining stockholders entitled to vote upon (1) a merger or consolidation ofALLTEL, statutory share exchange, or other similar transaction with anothercorporation, partnership, or other entity or enterprise in which either ALLTELis not the surviving or continuing corporation or Shares are to be convertedinto or exchanged for cash, securities other than Shares, or other property,(2) a sale or disposition of all or substantially all of the assets of ALLTEL,or (3) the dissolution of ALLTEL; or

 

(iv)  ALLTEL enters into an agreement with anyperson, entity or enterprise the consummation of which would result in theoccurrence of an event described in subparagraphs (i), (ii) or (iii) of thisparagraph.

 

Notwithstandingthe foregoing, in no event shall a “Change of Control” be deemed to haveoccurred with respect to a Participant if the Participant is part of apurchasing group that consummates the Change of Control transaction.  A Participant shall be deemed “part of apurchasing group” for purposes of the immediately preceding sentence if theParticipant is an equity participant in the purchasing company or group otherthan as a result of (y) passive ownership of less than 5% of the voting capitalstock or voting equity interests of the purchasing company; or (z) equityparticipation in the purchasing company or group that is otherwise notsignificant, as determined prior to the Change of Control by a majority of theContinuing Directors.

 

“Code”means the Internal Revenue Code of 1986, as amended from time to time.

 

“Disability”means a permanent and total disability, as defined in Section 22(e)(3) of theCode.

 

“Director”means a person who is a member of the Board of Directors of ALLTEL.

 

“Employee” means any full-time, nonunion,salaried employee of ALLTEL or any Subsidiary of ALLTEL.  An individual

 

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whose only employment relationship with ALLTEL or a Subsidiary ofALLTEL is as a Director shall not be deemed to be an Employee.

 

“Exchange Act” means the Securities ExchangeAct of 1934, as the same may be amended from time to time.

 

“Fair Market Value” means the closing price ofa Share on the New York Stock Exchange on the relevant date or, if there wereno sales reported for such date, on the next preceding date for which therewere sales reported.

 

“Fiscal Period” means the period beginning onthe day of an annual meeting of stockholders of ALLTEL and ending on the dayimmediately prior to the day of the next subsequent annual meeting ofstockholders of ALLTEL.

 

“Nonemployee Director” means a Director who isnot an Employee.

 

“Participant” means a Nonemployee Director.

 

“Restricted Shares” means Shares which aresubject to the restrictions (including the restrictions on transferability) andthe substantial risk of forfeiture described in Section 4.3.

 

“Restricted Period” means the period duringwhich Restricted Shares may be forfeited under Article 4, which shall be theFiscal Period with respect to which the Restricted Shares were issued underSection 4.1 in lieu of the Annual Retainer; except that the Restricted Periodfor Restricted Shares issued to a person who first becomes a NonemployeeDirector after the first day of the Fiscal Period for which the RestrictedShares are being issued shall be the period from the date on which the personfirst became a Nonemployee Director through and including the last day of thatFiscal Period.

 

“Retirement” means ceasing to be a Director asa result of ALLTEL’s retirement policy specified in Article X of ALLTEL’sBylaws, as amended or superceded.

 

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“Shares” means shares of Common Stock, $1.00par value, of ALLTEL.

 

“Subsidiary” means (i) any corporation of whichALLTEL owns, directly or indirectly, capital stock representing more than 50%of the combined voting power of all classes of capital stock, and (ii) anyother entity or enterprise (including, but not limited to, a partnership orjoint venture) of which ALLTEL owns, directly or indirectly, equity interestsrepresenting more than 50% of the combined voting power of all classes ofequity.

 

**ARTICLE3.  SHARES SUBJECT TO THE PLAN**

 

3.1           MaximumNumber of Shares.  The maximumnumber of Shares that may be issued under the Plan shall be 500,000, subject toadjustment in accordance with Section 3.3. Shares issued under the Plan may be authorized and unissued Shares orShares held in ALLTEL’s treasury.  Nosingle Participant may acquire under the Plan more than 1% of the number ofShares outstanding as of the Effective Date.

 

3.2             Forfeited Shares.  In the event Restricted Shares are forfeitedto ALLTEL in accordance with the terms of the Plan, the Shares so forfeitedagain shall be available for issuance under the Plan.

 

3.3           RecapitalizationAdjustment.  In the event of anymerger, reorganization, consolidation, recapitalization, liquidation, stockdividend, stock split, share combination, or other change in the corporatestructure of ALLTEL affecting the Shares, the Board may make such adjustmentsto the number of Shares specified in Section 3.1, the kind of capital stock tobe issued under the Plan, or both, as it determines, in its sole discretion, tobe appropriate to prevent dilution or enlargement of rights under the Plan.

 

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**ARTICLE4.  OPERATION OF THE PLAN**

 

4.1           Issuanceof Restricted Shares in Lieu of Annual Retainer.  During the period when the Plan is in effect, for each FiscalPeriod for which a Participant is paid an Annual Retainer, ALLTEL shall pay theApplicable Percentage of the Annual Retainer to the Participant by issuingRestricted Shares in the name of the Participant as provided in this Article 4;except that, for incumbent Participants as of January 22, 2004, the firstFiscal Period following January 22, 2004 for which ALLTEL shall pay theApplicable Percentage of the Annual Retainer to the Participant by issuingRestricted Shares shall be the Fiscal Period beginning on the day of the 2005annual meeting of stockholders.

 

4.2           Numberof Restricted Shares.  The number ofRestricted Shares to be issued to each Participant with respect to any FiscalPeriod shall be determined by multiplying the amount of the Annual Retainer ineffect for that Fiscal Period by the Applicable Percentage and dividing theresult by the Fair Market Value of a Share on the first business day of thatFiscal Period (with the result so determined being rounded to the nearest wholeShare); except that, in determining the number of Restricted Shares to beissued to a person who first becomes a Nonemployee Director after the first dayof the Fiscal Period for which the Restricted Shares are being issued, the numberof Restricted Shares that otherwise would be issued shall be multiplied by afraction, the numerator of which is the number of days elapsed in the FiscalPeriod from and after the date on which the person became a NonemployeeDirector and the denominator of which is the total number of days in the FiscalPeriod.

 

4.3           Issuanceof Certificates for Restricted Shares; Restrictions. Promptly after thenumber of Restricted Shares to be issued to a Participant with respect to aFiscal Period is determined under Section 4.2, ALLTEL shall cause a certificaterepresenting that number of Restricted Shares to be issued in the name of theParticipant, but ALLTEL shall hold the certificate for the account of theParticipant in accordance with the terms of the Plan.  The

 

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Participant shall havethe entire beneficial ownership interest in, and all rights and privileges of astockholder related to, the Restricted Shares issued in the name of theParticipant, including the right to receive dividends and the right to vote theRestricted Shares, subject to the following restrictions:  (i) the Participant shall not be entitled toreceive any certificate representing the Restricted Shares until the earlier ofthe expiration of the Restricted Period with respect to those Restricted Sharesor the restrictions applicable to those Restricted Shares lapse in accordancewith Section 4.4 or Section 4.5; (ii) the Restricted Shares may not be sold,transferred, assigned, pledged, or otherwise encumbered or disposed of duringthe Restricted Period by the Participant other than a transfer upon death bywill, by descent and distribution or by designation of a beneficiary inaccordance with Section 9.1; (iii) all of the Restricted Shares shall beforfeited to ALLTEL and all rights of the Participant to the Restricted Sharesshall terminate without further obligation on the part of ALLTEL unless theParticipant remains a director of ALLTEL for the entire Restricted Periodapplicable to the Restricted Shares, except as otherwise provided in Section4.4 and Section 4.5, and (iv) the certificates representing the RestrictedShares shall bear a legend describing the foregoing restrictions.  Any additional Shares issued with respect toRestricted Shares, whether as a result of a stock distribution or an adjustmentin accordance with Section 3.3 or otherwise, shall be subject to the samerestrictions as those Restricted Shares.

 

4.4           Terminationof Service as a Director.  If aParticipant ceases to be a Director prior to the end of a Restricted Period forany reason other than death, Disability or Retirement, the Participantimmediately shall forfeit all Restricted Shares which then are held by theParticipant, except that the Board may allow the Participant to retain any orall of the Restricted Shares if the Board determines that the circumstances inthe particular case so warrant, and upon such a determination, all restrictionsapplicable to the Restricted Shares shall lapse.  If a Participant ceases to be a Director prior to the end of aRestricted Period as a result of death or Disability, all restrictionsapplicable to Restricted Shares held by the Participant shall lapse as of thedate the Participant ceases to be a Director. If a Participant ceases to be aDirector prior to the 

 

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end of the RestrictedPeriod as a result of Retirement, the Participant immediately shall forfeit allRestricted Shares which are then held by the Participant and, in lieu thereof,ALLTEL shall pay that Nonemployee Director the corresponding pro rata portionof the Annual Retainer in cash.

 

4.5           Changeof Control.  Upon the occurrence ofa Change of Control, all restrictions applicable to all outstanding RestrictedShares automatically shall terminate and lapse.

 

4.6           Deliveryof Certificates.  Upon expiration ofthe Restricted Period applicable to Restricted Shares or at such earlier timeas the restrictions applicable to the Restricted Shares lapse as provided inSection 4.4 or 4.5, ALLTEL shall cause to be delivered to the Participant whoholds the Restricted Shares a certificate or certificates representing thoseShares, free of all restrictions created under Section 4.3.

 

**ARTICLE5.  COMPLIANCE WITH LAWS AND EXCHANGEREQUIREMENTS**

 

No Shares shall be issued under the Plan unless theissuance and delivery of the Shares comply with all applicable provisions ofstate and federal law, including, without limitation, the Securities Act of1933, as amended, the Exchange Act, the rules and regulations promulgatedthereunder, and the requirements of any market system or stock exchange uponwhich the Shares may then be listed.

 

**ARTICLE6.  AMENDMENT AND TERMINATION OF PLAN**

 

6.1           Amendment.  The Board from time to time may amend thePlan, or any provision of the Plan, in such respects as the Board may deemadvisable without stockholder approval of ALLTEL’s stockholders, except as suchstockholder approval may be required under applicable corporate or securitieslaw or the listing requirements of any market system or stock exchange uponwhich the Shares may then be listed.

 

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6.2           Termination.  The Board at any time may terminate orsuspend the Plan.

 

6.3           Effectof Amendment or Termination.  Noamendment or termination of the Plan shall adversely affect a Participant’sright to Restricted Shares issued under the Plan prior to the amendment ortermination without the Participant’s specific written consent.

 

**ARTICLE7.  ADMINISTRATION**

 

7.1           Administration.  The Plan shall be administered by theBoard.  The Board shall have the powerto construe the provisions of the Plan, to determine issues arising under thePlan, and to adopt and amend such rules and regulations governing theadministration of the Plan as it may deem desirable.  No member of the Board shall be liable for any action ordetermination made in good faith with respect to the Plan or any Shares issuedunder the Plan.

 

7.2           DecisionsBinding.  All determinations anddecisions made by the Board with respect to the Plan shall be final, conclusiveand binding on all persons, including ALLTEL, ALLTEL’s stockholders andemployees, the Participants and the legal representatives, heirs and successorsof the Participants.

 

**ARTICLE8.  NOTICES**

 

Each notice given under the Plan shall be in writingand shall be delivered in person or by certified or registered mail to theproper address.  Each notice to ALLTELshall be addressed as follows:  ALLTELCorporation, One Allied Drive, Little Rock, Arkansas 72203, Attention:Secretary.  Each notice to a Participantshall be addressed to the Participant at the address of the Participantmaintained by ALLTEL on its books and records. Anyone to whom a notice may be given under the Plan may designate a newaddress by written notice to the other party to that effect.

 

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**ARTICLE9.  MISCELLANEOUS**

 

9.1           Designationof Beneficiary.  Each Participantfrom time to time may name any beneficiary or beneficiaries (who may be namedcontingently or successively) to whom any benefit under the Plan is to beissued or transferred in the event of the Participant’s death (or who mayexercise the Participant’s rights hereunder, if any, that are exercisablefollowing the death of the Participant). Each designation shall revoke all prior designations by the Participant,shall be in a form prescribed by the Board and shall be effective only whenfiled by the Participant in writing with the Board or its designee during theParticipant’s lifetime.

 

9.2           Successors.  The Plan shall inure to the benefit of andshall be binding upon each successor of ALLTEL by merger, consolidation, oracquisition of all or substantially all of the assets.  All rights and obligations imposed upon aParticipant and all rights granted to ALLTEL under this Plan shall be bindingupon the Participant’s heirs, legal representatives and successors.

 

9.3           NoObligation to Nominate.  Nothing inthe Plan shall be deemed to create any obligation on the part of the Board tonominate any Director for reelection by ALLTEL’s stockholders.

 

9.4           GoverningLaw.  The Plan, and all agreementsand instruments contemplated hereby, shall be governed by and construed inaccordance with the laws of the State of Delaware.

 

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