**Exhibit 10(1)(2)**

 

AMENDMENT NO. 1

TO

ALLTEL CORPORATION PROFIT-SHARING PLAN

(January 1, 2002 Restatement)

 

WHEREAS, ALLTELCorporation (the “Company”) maintains the ALLTEL Corporation Profit-SharingPlan, as amended and restated effective January 1, 2001, (the “Plan”); and

 

WHEREAS, theCompany desires further to amend the Plan;

 

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

 

                      1.  Effective as of January 5, 2002, Appendix Bof the Plan is amended by adding a new subsection (gg) at the end thereofto provide as follows:

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(gg)                                    Foran Employee who was an employee of Euronet USA, Inc. or EFT Network Services,LLC d/b/a DASH Network (“Euronet”) immediately prior to January 5, 2002, andbecame an Employee on January 5, 2002, the Employee’s period or periods ofemployment with Euronet prior to January 5, 2002.  Notwithstanding the immediately preceding sentence or any otherprovision of the Plan, including this Appendix B, the Employee’s period orperiods of employment with Euronet prior to January 5, 2002 shall not becounted as Years of Eligibility Service for determining whether the Employee isa Participant who is eligible to receive an allocation of forfeitures pursuantto Section 13.03 for the Plan Year ending December 31, 2002.

 

                      2.  Effective as of October 31, 2002, Appendix Bof the Plan is amended by adding a new subsection (hh) at the end thereofto provide as follows:

 

(hh)                                     Foran Employee who was an employee of Accenture LLP (“Accenture”) immediatelyprior to October 31, 2002, and became an Employee on October 31, 2002, theEmployee’s period or periods of employment with Accenture prior to October 31,2002.  Notwithstanding the immediatelypreceding sentence or any other provision of the Plan, including this AppendixB, the Employee’s period or periods of employment with Accenture prior toOctober 31, 2002 shall not be counted as Years of Eligibility Service fordetermining whether the Employee is a Participant who is eligible to receive anallocation of forfeitures pursuant to Section 13.03 for the Plan Year endingDecember 31, 2002.

 

                      3.  Effective as of January 1, 2002, Section9.04 of the Plan is amended by adding a new subsection (f) at the endthereof to provide as follows:

 

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(f)                                                Notwithstandingany other provision of the Plan, including subsection (a) of this Section 9.04,the following shall apply:

 

(1)                                  Foran Employee who was an employee of Accucomm Telecommunications Inc.(“Accucomm”) immediately prior to January 7, 2002, and became an Employee onJanuary 7, 2002, the Employee’s period or periods of employment with Accucommprior to January 7, 2002 shall not be counted as Years of Eligibility Servicefor determining whether the Employee is a Participant who is eligible toreceive an allocation of forfeitures pursuant to Section 13.03 for the PlanYear ending December 31, 2002.

 

(2)                                  Foran Employee who was an employee of CenturyTel, Inc. (“CenturyTel”) immediatelyprior to August 1, 2002, and became an Employee on August 1, 2002, theEmployee’s period or periods of employment with CenturyTel prior to August 1,2002 shall not be counted as Years of Eligibility Service for determiningwhether the Employee is a Participant who is eligible to receive an allocationof forfeitures pursuant to Section 13.03 for the Plan Year ending December 31,2002.

 

                      4.  Effective as of January 5, 2002, Appendix Cof the Plan is amended by adding a new subsection (gg) at the end thereofto provide as follows:

 

(gg)                                    Foran Employee who was an employee of Euronet USA, Inc. or EFT Network Services,LLC d/b/a DASH Network (“Euronet”) immediately prior to January 5, 2002, andbecame an Employee on January 5, 2002, the Employee’s period or periods ofemployment with Euronet prior to January 5, 2002.

 

                      5.  Effective as of October 31, 2002, Appendix Cof the Plan is amended by adding a new subsection (hh) at the end thereofto provide as follows:

 

(hh)                                     Foran Employee who was an employee of Accenture LLP (“Accenture”) immediatelyprior to October 31, 2002, and became an Employee on October 31, 2002, theEmployee’s period or periods of employment with Accenture prior to October 31,2002.

 

                      6.  Effective as of January 5, 2002, Appendix Dof the Plan is amended by adding subsection (b) at the end thereof toprovide as follows:

 

(b)                                           Each person who

 

(i)                                                  was an active employee of Euronet USA orEFT Network Services, LLC d/b/a DASH Network and became an Employee on January5, 2002;

 

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(ii)                                               met the eligibility requirements tobecome a Par­ticipant on or before the last day of the 2002 Plan Year; and

 

(iii)                                           is not otherwise eligible for anallocation of Employer Contribution for the 2002 Plan Year underSection 13.04;

 

shall receive an allocation ofEmployer Contribution for the 2002 Plan Year as provided in this Appendix D.

7.  Effective as of January 7, 2002, Appendix Dof the Plan is amended by adding subsection (c) at the end thereof toprovide as follows:

 

(c)                                            Each person who

 

(i)                                                  was an active employee of AccucommTelecommunications Inc. and became an Employee on January 7, 2002;

 

(ii)                                              metthe eligibility requirements to become a Par­ticipant on or before the last dayof the 2002 Plan Year; and

 

(iii)                                           is not otherwise eligible for anallocation of Employer Contribution for the 2002 Plan Year underSection 13.04;

 

shall receive an allocation ofEmployer Contribution for the 2002 Plan Year as provided in this Appendix D.

8.  Effective as of August 1, 2002, Appendix Dof the Plan is amended by adding subsection (d) at the end thereof toprovide as follows:

 

(d)                                           Each person who

 

(i)                                                  was an active employee of CenturyTel,Inc. and became an Employee on August 1, 2002 or pursuant to the PurchaseAgreement between CenturyTel, Inc. and ALLTEL effective July 31, 2002;

 

(ii)                                              metthe eligibility requirements to become a Par­ticipant on or before the last dayof the 2002 Plan Year; and

 

(iii)                                           is not otherwise eligible for anallocation of Employer Contribution for the 2002 Plan Year underSection 13.04;

 

shall receive an allocation ofEmployer Contribution for the 2002 Plan Year as provided in this Appendix D.

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9.  Effective as of August 1, 2002, Appendix Dof the Plan is amended by adding subsection (e) at the end thereof toprovide as follows:

 

(e)                                            Each person who

 

(i)                                                  was an active employee of Verizon SouthInc. and became an Employee on August 1, 2002;

 

(ii)                                              metthe eligibility requirements to become a Par­ticipant on or before the last dayof the 2002 Plan Year; and

 

(iii)                                           is not otherwise eligible for an allocationof Employer Contribution for the 2002 Plan Year under Section 13.04;

 

shall receive an allocation ofEmployer Contribution for the 2002 Plan Year as provided in this Appendix D.

10.  Effective as of June 17, 2002, Appendix D ofthe Plan is amended by adding subsection (f) at the end thereof to provideas follows:

 

(f)                                              Each person who

 

(i)                                                  was an active employee of Harris TrustSavings Bank and became an Employee on June 17, 2002;

 

(ii)                                              metthe eligibility requirements to become a Par­ticipant on or before the last dayof the 2002 Plan Year; and

 

(iii)                                           is not otherwise eligible for anallocation of Employer Contribution for the 2002 Plan Year underSection 13.04;

 

shall receive an allocation ofEmployer Contribution for the 2002 Plan Year as provided in this Appendix D.

11.  Effective as of October 31, 2002, Appendix Dof the Plan is amended by adding subsection (g) at the end thereof toprovide as follows:

 

(g)                                           Each person who

 

(i)                                                  was an active employee of Accenture LLPand became an Employee on August 1, 2002;

 

(ii)                                              metthe eligibility requirements to become a Par­ticipant on or before the last dayof the 2002 Plan Year; and

 

(iii)                                           is not otherwise eligible for anallocation of Employer Contribution for the 2002 Plan Year underSection 13.04;

 

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shall receive an allocation ofEmployer Contribution for the 2002 Plan Year as provided in this Appendix D.

 

                IN WITNESS WHEREOF, the Company,by its duly authorized officer, has caused this Amendment to be executed onthis 14 day of March, 2003.

 

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

 

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