**Exhibit 10(f)(14)**

 

**AMENDMENT NO. 1 TOTHE**

 

**ALLTEL CORPORATION**

 

**1998 DIRECTORS’DEFERRED COMPENSATION PLAN**

 

Effective April 25, 2002, the ALLTEL Corporation 1998 Directors’Deferred Compensation Plan is hereby amended to read as follows:

 

1.               Section 2.3 of the Plan is amended bythe addition of the following sentence as the end thereof:

 

Notwithstandingthe foregoing, a Participant may amend a previously executed Deferral Electionform in the manner permitted under Section 2.4

 

2.               Section 2.4 of the Plan is amended inits entirety to read as follows:

 

2.4                           Deferral Period.  Except as otherwise provided in thesecond paragraph of this Section 2.4, the date for payment of his DeferredCompensation Account for a Deferral Year to be elected by a Director shall be thefirst business day of any calendar month, other than January, that begins afterthe calendar month that immediately follows the calendar month in which occursthe Participant’s Termination of Service that is not later than the one hundredtwentieth (120th) calendar month ending after the calendar month inwhich occurs the Participant’s Termination of Service, except that the Directormay elect that in the event of his death after his Termination of Service, thedate for payment of the Deferred Compensation Account shall be the earlier ofeither: (a) the later of the date on which the Deferred Compensation Accountwould have been paid to the Participant but for his death, provided theParticipant’s Beneficiary is not the Participant’s estate; or the firstbusiness day of any calendar month, other than January, following receipt bythe Corporation of evidence satisfactory to the Corporation of theParticipant’s death and any other information deemed by the Corporationnecessary or desirable in order to effectuate payment of the DeferredCompensation Account to the Participant’s Beneficiary;or (b) the firstbusiness day of any calendar month, other than January, following receipt bythe Corporation of evidence satisfactory to the Corporation of the Participant’sdeath and any other information deemed by the Corporation necessary ordesirable in order to effectuate payment of the Deferred Compensation Accountto the Participant’s Beneficiary.

 

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A Participant may amend a previously executed “Deferral Election Form”so as to defer the date for payment of his Deferred Compensation Account for aDeferral Year in the case of his Termination of Service to a date later thanthe date specified in the first sentence of this Section 2.4 and/or to elect toreceive payment of such Deferred Compensation Account in annual installmentsover a period not to exceed fifteen (15) years in whatever percentage of theremaining Deferred Compensation Account the Participant designates; provided,however: (i)  such amendment is made notless than twelve (12) calendar months prior to the date payments wouldotherwise have commenced under the first sentence of this Section 2.4 pursuantto the Participant’s previously executed “Deferral Election Form;” (ii) theamended Deferral Election form applies with respect to all DeferredCompensation Accounts for all Deferral Years of the Participants under thePlan; (iii) payment under the amended Deferral Election Form is deferred to adate which is at least twelve (12) calendar months later than the date the lumpsum payment or the first annual installment, as the case may be, wouldotherwise have been made pursuant to the previously executed Deferral ElectionForms; and (iv) payment of his Deferred Compensation Accounts is made (orcommences to be made) not later than the one hundred twentieth (120th)calendar month ending after the calendar month in which occurs theParticipant’s Termination of Service. Any amendment of a Deferral Election Form hereunder which does notsatisfy the conditions set forth above shall be of no force or effect.

 

3.               Section 3.3 of the Plan is amended bythe addition of the following paragraph at the end thereof:

 

For any year in which payment of a Deferred Compensation Account ismade in installments pursuant to Section 2.4 and in lieu of the hypotheticalinterest credit provided above, as of the close of business on the dayimmediately preceding the date as of which the installment is made, theDeferred Compensation Account shall be credited with an amount equal to theproduct of: (a) the balance of the Deferred Compensation Account as of theclose of business on that day; (b) the Interest Rate for the Year during whichthe payment occurs; and (c) a fraction, the numerator of which is the number ofdays that have elapsed subsequent to the immediately preceding December 31stthrough (and including) the date that payment occurs, and the denominator ofwhich is 365.  For purposes of theimmediately preceding sentence, payment shall be deemed to occur as of the dateon which payment is transmitted to the payee in accordance with the terms ofthe Plan.  As of the close of businesson the immediately succeeding December 31st, the DeferredCompensation Account shall be credited with an amount equal to the product of:(a) the balance of the Deferred

 

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Compensation Account as of the close of business on that day; (b) theInterest Rate for the Year during which the payment occurs; and (c) a fraction,the numerator of which is the number of days that have elapsed subsequent tothe date on which the installment payment was made, and the denominator ofwhich is 365.

 

4.               Section 4.1 of the Plan is amended inits entirety to read as follows:

 

4.1                           Payment of DeferredCompensation Accounts.  The balanceof each Deferred Compensation Account (as determined in accordance with ArticleIII) shall be paid by the Corporation by check drawn on the Corporation to theParticipant or the Participant’s Beneficiary at the earliest time (and asotherwise) provided in this Article IV. Payment shall be made in the form of a single lump sum payment except asprovided in Sections 2.4 and 4.5.

 

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