Exhibit
      10(k)(13)





AMENDMENT
      NO. 12


TO


ALLTEL
      CORPORATION PROFIT-SHARING PLAN


(January
      1, 2002 Restatement)




WHEREAS,
      Alltel Corporation (the "Company") maintains the Alltel Corporation
      Profit-Sharing Plan, as amended and restated effective January 1, 2002, and
      as
      subsequently amended (the "Plan"); and




WHEREAS,
      the Company desires further to amend the Plan;




NOW,
      THEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan in the
      respects hereinafter set forth:




Effective
      as of June 22, 2006, a new Section 16.07 is added to the Plan to provide as
      follows:




16.07  Vesting
      upon Change of Control




(a)  A
      Participant shall have a fully vested and nonforfeitable interest in his
      Separate Account upon a Change of Control as defined in Section
      16.07(b).




(b)  "Change
      of Control" means:




(1)  Any
      individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
      of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (a
      "Person") becomes the beneficial owner (within the meaning of Rule 13d-3
      promulgated under the Exchange Act) of 20% or more of either (A) the
      then-outstanding shares of common stock of the Company (the "Outstanding Company
      Common Stock") or (B) the combined voting power of the then-outstanding voting
      securities of the Company entitled to vote generally in the election of
      directors (the "Outstanding Company Voting Securities"); provided,
      however *,* that
      for
      purposes of this Section 16.07(b), the following acquisitions shall not
      constitute a Change of Control: (i) any acquisition directly from the Company,
      (ii) any acquisition by the Company, (iii) any acquisition by any employee
      benefit plan (or related trust) sponsored or maintained by the Company or any
      company controlled by, controlling or under common control with the Company
      or
      (iv) any acquisition by any corporation pursuant to a transaction that complies
      with Sections 16.07(b)(3)(A), (b)(3)(B) and (b)(3)(C);




(2)  Any
      time
      at which individuals who, as of the date hereof, constitute the Board of
      Directors (the "Incumbent Board") cease for any reason to constitute at least
      a
      majority of the Board of Directors; provided, however, that any individual
      becoming a director subsequent to the date hereof whose election, or nomination
      for election by the Company's stockholders, was approved by a vote of at least
      a
      majority of the directors then comprising the Incumbent Board shall be
      considered as though such individual were a member of the Incumbent Board,
      but
      excluding, for this purpose, any such individual whose initial assumption of
      office occurs as a result of an actual or threatened election contest with
      respect to the election or removal of directors or other actual or threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the
      Board of Directors;




(3)  Consummation
      of a reorganization, merger, statutory share exchange or consolidation or
      similar transaction involving the Company or any of its subsidiaries, a sale
      or
      other disposition of all or substantially all of the assets of the Company,
      or
      the acquisition of assets or stock of another entity by the Company or any
      of
      its subsidiaries (each, a "Business Combination"), in each case unless,
      following such Business Combination, (A) all or substantially all of the
      individuals and entities that were the beneficial owners of the Outstanding
      Company Common Stock and the Outstanding Company Voting Securities immediately
      prior to such Business Combination beneficially own, directly or indirectly,
      more than 50% of the then-outstanding shares of common stock (or, for a
      non-corporate entity, equivalent securities) and the combined voting power
      of
      the then-outstanding voting securities entitled to vote generally in the
      election of directors (or, for a non-corporate entity, equivalent governing
      body), as the case may be, of the entity resulting from such Business
      Combination (including, without limitation, an entity that, as a result of
      such
      transaction, owns the Company or all or substantially all of the Company's
      assets either directly or through one or more subsidiaries) in substantially
      the
      same proportions as their ownership immediately prior to such Business
      Combination of the Outstanding Company Common Stock and the Outstanding Company
      Voting Securities, as the case may be, (B) no Person (excluding any corporation
      resulting from such Business Combination or any employee benefit plan (or
      related trust) of the Company or such corporation resulting from such Business
      Combination) beneficially owns, directly or indirectly, 20% or more of,
      respectively, the then-outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then-outstanding voting securities of such corporation, except to the extent
      that such ownership existed prior to the Business Combination, and (C) at least
      a majority of the members of the board of directors (or, for a non-corporate
      entity, equivalent governing body) of the entity resulting from such Business
      Combination were members of the Incumbent Board at the time of the execution
      of
      the initial agreement or of the action of the Board of Directors providing
      for
      such Business Combination; or




(4)  Approval
      by the stockholders of the Company of a complete liquidation or dissolution
      of
      the Company.




IN
      WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
      Amendment No. 12 to the Alltel Corporation Profit-Sharing Plan (January 1,
      2002
      Restatement) to be executed on this 27 day of November, 2006.




ALLTEL
      CORPORATION




By: /s/
      Scott T.
      Ford


Title:
      President and Chief Executive Officer