**Exhibit(10)(k)(8)**

AMENDMENT NO. 8

TO

ALLTEL CORPORATIONPENSION PLAN

(January 1, 2001Restatement)

 

WHEREAS, the Company maintains the ALLTEL CorporationPension Plan, as amended and restated effective as of January 1, 2001, andas subsequently amended (the “ Plan”); and

 

WHEREAS, the Company desires further to amend thePlan;

 

NOW THEREFORE, BE IT RESOLVED, that the Company herebyamends the Plan, effective as set forth herein, in the respects hereinafter setforth:

 

Effective February 7, 2004, a new Section 2.4 is addedto the end of Article II of Appendix OO to Section 13.38 of the Plan to provideas follows:

 

2.4           Cessationof New, Rehire, and Change in Employment Status Participation  Notwithstanding any other provision of thePlan, the following shall apply:

 

(a)  An individual who on February 7, 2004 hasnever been an employee covered under this Appendix OO shall not become anEmployee or a participant under this Appendix OO and shall not accrue anybenefit under this Appendix OO.

 

(b)  An individual who on February 7, 2004 hasbeen an employee covered under this Appendix OO and has never been an employeecovered by a collective bargaining agreement providing coverage under thisAppendix OO shall not become an Employee covered by a collective bargainingagreement providing for coverage under this Appendix OO (and subsection (v) ofparagraph (b) of Section 8.2 of this Appendix OO shall not apply to theindividual).

 

(c)  An individual who on February 7, 2004 hasbeen an employee covered by a collective bargaining agreement providingcoverage under this Appendix OO, and who on February 7, 2004 is not employed bya Control Group Affiliate shall not be after February 7, 2004 an Employeecovered by a collective bargaining agreement providing for coverage under thisAppendix OO and shall not after February 7, 2004 accrue any benefit under thisAppendix OO except to the extent, if any, as provided in Article VIII of thisAppendix OO.  An individual described inthe immediately preceding sentence (who on February 7, 2004 has been anemployee covered by a collective bargaining agreement providing coverage underthis Appendix OO, and who on February 7, 2004 is not employed by a ControlGroup Affiliate) who after February 7, 2004 is reemployed by a Control GroupAffiliate shall be deemed to have a Change in Employment Status on the date theindividual is reemployed by the Control Group Affiliate and shall be deemed tohave subparagraph (I) of paragraph (2) of subsection (d) of Section 1.01

 

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ofthe Plan applied to the individual, but with the date the individual isreemployed by the Control Group Affiliate replacing January 1, 2003therein.  The immediately precedingsentence shall not be interpreted to cause the provisions of Article VIII ofthis Appendix OO, including Section 8.2 of this Appendix OO, to apply to anyoneother than those individuals to whom it applied prior to February 7, 2004.

 

(d)  An individual who on February 7, 2004 hasbeen an employee covered by a collective bargaining agreement providing for coverageunder this Appendix OO, who on February 7, 2004 is employed by a Control GroupAffiliate, and who on February 7, 2004 is not an employee covered by acollective bargaining agreement providing for coverage under this Appendix OOshall not be after February 7, 2004 an Employee covered by a collectivebargaining agreement providing for coverage under this Appendix OO and shallnot after February 7, 2004 accrue any benefit under this Appendix OO as anEmployee covered by a collective bargaining agreement providing for coverageunder this Appendix OO.  Subparagraph(H) of paragraph (2) of subsection (d) of Section 1.01 of the Plan, however,shall continue to apply to an individual described in the immediately precedingsentence (who on February 7, 2004 has been an employee covered by a collectivebargaining agreement providing for coverage under this Appendix OO, who onFebruary 7, 2004 is employed by a Control Group Affiliate, and who on February7, 2004 is not an employee covered by a collective bargaining agreementproviding for coverage under this Appendix OO).

 

IN WITNESS WHEREOF, the Company, by its dulyauthorized officer, has caused this Amendment No. 8 to ALLTEL CorporationPension Plan (January 1, 2001 Restatement) to be executed on this 7th day ofFebruary, 2004.

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

 

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