**Exhibit (10)(k)(6)**

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AMENDMENT NO. 6

TO

ALLTEL CORPORATION PENSION PLAN

(January 1, 2001 Restatement)

 

WHEREAS,ALLTEL Corporation (the “Company”) maintains the ALLTEL Corporation PensionPlan, as amended and restated effective as of January 1, 2001, and assubsequently amended, (the “Plan”); and

 

WHEREAS,the Company desires further to amend the Plan;

 

NOWTHEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan, effectiveas set forth herein, in the respects hereinafter set forth:

 

1.  Effective beginningas of December 31, 2003, a new subparagraph (J) is added to the end ofparagraph (2) of subsection (d) of Section 1.01 of the Plan to provide asfollows:

 

(J)            For purposes of applying Appendix OO to Section 13.38 to aParticipant who is an Employee described in Section 9.1 of Appendix OO toSection 13.38 who has had a Change in Employment Status from Appendix OOto Section 13.38 to non-Appendix OO to Section 13.38, the benefit underAppendix OO to Section 13.38 shall be determined in accordance with theprovisions of Appendix OO to Section 13.38 as in effect on the date of theChange in Employment Status, but (i) only with respect to Accredited Servicefor employment before January 1, 2004 (except for the eligibility purposes asprovided in Article IX of Appendix OO to Section 13.38), and (ii) only withrespect to the accrued benefit accrued before January 1, 2004, except that theprovisions of subsection (b) of Section 9.2 of Appendix OO to Section 13.38shall be taken into account, if applicable, and except that the offset for“Other Pension Plan” benefits in subsection (d) of Section 5.1 of Appendix OOto Section 13.38, if applicable, shall be based on the “Other Pension Plan”benefits earned before January 1, 2004.

 

2.  Effectivebeginning as of December 31, 2003, a new Article IX is added to the end ofAppendix OO to Section 13.38 of the Plan to provide as follows:

 

ARTICLE IX         CESSATION OF ACCRUALS FOR CERTAIN FORMERBARGAINING EMPLOYEES

 

9.1           Application           The provisions of this Article IX areeffective beginning as of December 31, 2003, and shall apply to an individualwho prior to December 31, 2003 was an Employee covered by a collectivebargaining agreement providing for coverage under this Appendix OO and who onDecember 31, 2003 is not an Employee covered by a collective bargainingagreement providing for coverage under this Appendix OO.

 

9.2           Cessation of Benefit Accruals

 

(a)           For periods after December 31, 2003,there shall be no benefit accruals under this Appendix OO (including, but notlimited to, Schedule I to

 

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Appendix OO) with respect to an Employeedescribed in Section 9.1, including, but not limited to, any crediting ofAccredited Service under this Appendix OO (including, but not limited to, “GTEService” under Schedule I to Appendix OO) with respect to an Employee describedin Section 9.1.

 

(b)           Notwithstanding the provisions ofparagraph (a) of this Section 9.2:

 

(i)            The Average Annual Compensation of anEmployee who is both described in Section 9.1 and is an Employee on December 31,2003 shall take into account amounts earned after December 31, 2003 and priorto January 1, 2006 that would be included in the Employee’s Average AnnualCompensation, if any, but for the provisions of this Article IX or subparagraph(J) of paragraph (2) of subsection (d) of Section 1.01 of the Plan.  The “GTE Compensation” (as defined inParagraph 1(g) of Schedule I to this Appendix OO) (if applicable) of anEmployee who is both described in Section 9.1 and is an Employee on December31, 2003 shall take into account amounts earned after December 31, 2003 andprior to January 1, 2006 that would be included in the Employee’s GTECompensation, if any, but for the provisions of this Article IX or subparagraph(J) of paragraph (2) of subsection (d) of Section 1.01 of the Plan.  For an Employee who is described in Section9.1 and to whom subsection (a) of Section 7.7 of this Appendix OO applies,subsection (a) of Section 7.7 of this Appendix OO shall be applied by taking intoaccount amounts earned after December 31, 2003 in determining the Employee’s“total Monthly Compensation” (as defined in and used for purposes of ArticleXXII of the Former Plan).

 

(ii)           An Employee described in Section 9.1shall be credited with Accredited Service under this Appendix OO for periodsafter December 31, 2003, solely for eligibility purposes under Sections 4.3,4.4, and 4.5, and if applicable, eligibility purposes under subsection (b) ofSection 5.1.

 

(iii)          For an Employee described in Section 9.1who is eligible for a Service Pension under Section 5.1 and begins receivinghis Service Pension as of any date on or after his Normal Retirement Date, thefollowing shall apply:  The amountdetermined under subsection (a) of Section 5.1 shall not be less than theamount the Employee would receive if the Employee’s benefit were determinedunder Section 5.3 with respect to the Employee’s Accredited Service foremployment prior to January 1, 2004.

 

(iv)          For an Employee described in Section 9.1who is eligible for a Service Pension under Section 5.1 and who beginsreceiving his Service Pension as of any date that precedes his NormalRetirement Date, the following shall apply: The amount determined under subsection (a) of Section 5.1 shall not beless than the amount the Employee would receive if the Employee’s benefitcommencing at or after his Normal Retirement Date were determined under Section5.3 with respect to the Employee’s Accredited Service for employment prior toJanuary 1, 2004.  If the Employee has anaccrued benefit under this Appendix OO (with the provisions of subparagraph (i)of this subsection (b) of Section 9.2 taken into account, if applicable) thatis equal to or greater than the applicable amount determined under subsection(c) of Section 5.1 with respect to the Employee’s Accredited Service foremployment prior to January 1, 2004, the amount determined

 

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under subsection (b) of Section 5.1 shallnot be less than the applicable amount determined under subsection (c) of Section5.1 with respect to the Employee’s Accredited Service for employment prior toJanuary 1, 2004.

 

(v)           An Employee described in Section 9.1 whobecomes covered by a KY collective bargaining agreement shall accrue benefitsunder this Appendix OO in the manner and to the extent, if any, provided for anEmployee covered by a KY collective bargaining agreement.

 

(vi)          For purposes of this paragraph (b), theterms “ALLTEL collective bargaining agreement,” “ALIANT collective bargainingagreement,” and “KY collective bargaining agreement” (and variations of suchterms) shall have the meanings given those terms in paragraph (1) of subsection(d) of Section 1.01 of the Plan.

 

9.3.          Overriding Provisions The provisions of this Article IX shall apply notwithstanding any otherprovision of the Plan to the contrary.

 

IN WITNESS WHEREOF, theCompany, by its duly authorized officer, has caused this Amendment No. 6 toALLTEL Corporation Pension Plan (January 1, 2001 Restatement) to be executed onthis 20th day of November, 2003.

 
|   | ALLTEL CORPORATION |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                | /s/ Scott T. Ford |
|   |               | Title: | President & CEO |

 

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