EMPLOYEE BENEFITS AGREEMENT BETWEEN ALLTEL CORPORATION AND ALLTEL HOLDING CORP


    Exhibit
      10.2

     

    
 

    EMPLOYEE
      BENEFITS AGREEMENT

    


    BY
      AND
      BETWEEN

    


    ALLTEL
      CORPORATION

    


    AND
      ALLTEL HOLDING CORP.

     

    DATED
      AS OF DECEMBER 8, 2005

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

     

     

     

    ARTICLE
      1
      DEFINITIONS

    
      	 	
              1.01.

            	
              Definitions.

            	 


    

    
      	 	
              1.02.

            	
              Other
                Capitalized Terms.

            	 


    

    
      	 	
              1.03.

            	
              Schedule
                I.

            	 


    

    
      	 	
              1.04.

            	
              Schedule
                V.

            	 


    

     

    ARTICLE
      2
      EMPLOYEES AND GENERAL PRINCIPLES

    
      	 	
              2.01.

            	
              Designation
                of Spinco Employees and Spinco
                Individuals.

            	 


    

    
      	 	
              2.02.

            	
              Collective
                Bargaining Agreements.

            	 


    

    
      	 	
              2.03.

            	
              Assumption,
                Retention of Liabilities.

            	 


    

    
      	 	
              2.04.

            	
              No
                Duplication of Benefits.

            	 


    

    
      	 	
              2.05.

            	
              No
                Acceleration of Benefits.

            	 


    

    
      	 	
              2.06.

            	
              Beneficiary
                Designations.

            	 


    

    
      	 	
              2.07.

            	
              Spinco
                Amendment Authority.

            	 


    

    
      	 	
              2.08.

            	
              Asset
                Transfers.

            	 


    

    
      	 	
              2.09.

            	
              Spinco
                Responsibility and Rights.

            	 


    

    
      	 	
              2.10.

            	
              No
                Commitment to Employment or Benefits.

            	 


    

    
      	 	
              2.11.

            	
              No
                Expansion of Participation.

            	 


    

    
      	 	
              2.12.

            	
              No
                Alteration of Collective Bargaining
                Agreements.

            	 


    

    
      	 	
              2.13.

            	
              Government
                Reporting.

            	 


    

     

    ARTICLE
      3
      DEFINED BENEFIT RETIREMENT PLANS

    
      	 	
              3.01.

            	
              Establishment
                of Mirror Retirement Plan and
                Trust.

            	 


    

    
      	 	
              3.02.

            	
              Pension
                Plan Transfer Amount.

            	 


    

     

    ARTICLE
      4
      DEFINED CONTRIBUTION RETIREMENT PLANS

    
      	 	
              4.01.

            	
              Establishment
                of Mirror 401(k) Plan and
                Trust.

            	 


    

    
      	 	
              4.02.

            	
              Establishment
                of Mirror Profit Sharing Plan and
                Trust.

            	 


    

    
      	 	
              4.03.

            	
              Georgia
                Telephone Corporation Profit Sharing
                Plan.

            	 


    

    
      	 	
              4.04.

            	
              Accucomm
                Telecommunications, Inc.

            	 


    

     

    ARTICLE
      5
      HEALTH AND WELFARE PLANS

    
      	 	
              5.01.

            	
              Establishment
                of Mirror Comprehensive Plan of Group Insurance
                and Trust.

            	 


    

    
      	 	
              5.02.

            	
              Establishment
                of Mirror Long Term Disability
                Plan.

            	 


    

    
      	 	
              5.03.

            	
              Establishment
                of Mirror Flex Plan.

            	 


    

    
      	 	
              5.04.

            	
              Establishment
                of Mirror Group Accident
                Plan.

            	 


    

    
      	 	
              5.05.

            	
              Establishment
                of Mirror Special Insurance
                Plan.

            	 


    

     

    ARTICLE
      6
      MISCELLANEOUS BENEFITS

    
      	 	
              6.01.

            	
              Establishment
                of Mirror Educational Assistance
                Plan.

            	 


    

    
      	 	
              6.02.

            	
              Establishment
                of Mirror Adoption Assistance
                Plan.

            	 


    

    
      	 	
              6.03.

            	
              Establishment
                of Mirror Severance Plan.

            	 


    

    
      	 	
              6.04.

            	
              Leave
                of Absence Programs and FMLA.

            	 


    

    
      	 	
              6.05.

            	
              Employee
                Stock Purchase Plan.

            	 


    

    
      	 	
              6.06.

            	
              People
                Practices.

            	 


    

     

    ARTICLE
      7
      INCENTIVE PLANS AND STOCK-BASED COMPENSATION

    
      	 	
              7.01.

            	
              Incentive
                Awards.

            	 


    

    
      	 	
              7.02.

            	
              Stock
                Options.

            	 


    

    
      	 	
              7.03.

            	
              Restricted
                Stock.

            	 


    

    
      	 	
              7.04.

            	
              Other
                Plans.

            	 


    

     

    ARTICLE
      8
      EXECUTIVE BENEFITS

    
      	 	
              8.01.

            	
              Establishment
                of Mirror Benefit Restoration
                Plan.

            	 


    

    
      	 	
              8.02.

            	
              Establishment
                of Mirror Supplemental Medical Reimbursement
                Plan.

            	 


    

    
      	 	
              8.03.

            	
              Executive
                Deferred Compensation Sub-Plan.

            	 


    

    
      	 	
              8.04.

            	
              1998
                Management Deferred Compensation
                Sub-Plan.

            	 


    

     

    ARTICLE
      9
      GENERAL AND ADMINISTRATIVE PROVISIONS

    
      	 	
              9.01.

            	
              Sharing
                of Participant Information.

            	 


    

    
      	 	
              9.02.

            	
              Cooperation.

            	 


    

    
      	 	
              9.03.

            	
              Fiduciary
                Matters.

            	 


    

    
      	 	
              9.04.

            	
              Consent
                of Third Parties.

            	 


    

    
      	 	
              9.05.

            	
              Distribution
                Agreement.

            	 


    

    
      	 	
              9.06.

            	
              Service
                Provider Contracts.

            	 


    

    
      	 	
              9.07.

            	
              Indemnification.

            	 


    

    


    


     


    
      
        
          (ii)

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EMPLOYEE
      BENEFITS AGREEMENT

     

    This
      EMPLOYEE BENEFITS AGREEMENT (this "Agreement"),
      dated
      as of December 8, 2005, is by and between Alltel Corporation, a Delaware
      corporation ("Alltel"),
      and
      Alltel Holding Corp., a newly formed Delaware corporation and a wholly owned
      subsidiary of Alltel ("Spinco").

     

    RECITALS

     

    WHEREAS,
      Alltel, Spinco and Valor Communications Group, Inc., a Delaware corporation
      (the
      "Company"),
      have
      entered into an Agreement and Plan of Merger, dated as of December 8, 2005
      (the
      "Merger
      Agreement"),
      pursuant to which Spinco will merge with and into the Company, with the Company
      continuing as the surviving corporation (the "Merger");

     

    WHEREAS,
      Alltel and Spinco have entered into a Distribution Agreement, dated as of
      December 8, 2005 (the "Distribution
      Agreement")
      setting forth certain transactions that are conditions to consummation of the
      Merger, including certain preliminary restructuring transactions whereby assets
      and liabilities predominately relating to or arising from the operation of
      Alltel's wireline communications business are transferred to Spinco or a Spinco
      Subsidiary; and

     

    WHEREAS,
      pursuant to the Distribution Agreement, Alltel and Spinco have agreed to enter
      into this Agreement allocating assets, liabilities, and responsibilities with
      respect to certain employee benefit plans, policies, and compensation programs
      between them.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements, provisions and covenants
      contained in this Agreement, and for good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

     

    ARTICLE
      1

     

    DEFINITIONS

     

    1.01.  Definitions.
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):

     

    (a)  Agreement.
      Agreement means this Employee Benefits Agreement, including all
      Schedules hereto.

     

    (b)  Alltel
      Wireless Individuals.
      Alltel
      Wireless Individuals means the employees, former employees, and the
      beneficiaries, dependents, alternate payees within the meaning of
      Section 206(d) of ERISA, and qualified beneficiaries within the meaning
      of
      Section 607 of ERISA thereof who are not Spinco Employees or Spinco
      Individuals.

     

    (c)  Beginning
      Date.
      Beginning Date means the date that the Distribution Agreement is entered into
      by
      Alltel and Spinco.

     

    (d)  Code.
      Code
      means the Internal Revenue Code of 1986, as amended. 

     

    (e)  ERISA.
      ERISA
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    (f)  FMLA.
      FMLA
      means the Family and Medical Leave Act of 1993, as amended.

     

    (g)  PBGC.
      PBGC
      means the Pension Benefit Guaranty Corporation or any successor
      thereto.

     

    (h)  Pension
      Transfer Date.
      Pension
      Transfer Date means the date on which the assets are transferred pursuant to
      Section 3.01(c) of the Agreement, which date shall be as soon as reasonably
      practicable after the establishment of the Spinco Pension Plan (as defined
      herein).

     

    (i)  Spinco
      Employees.
      Spinco
      Employees means the employees of AT Co. Group primarily engaged in the Spinco
      Business who are (1) transferred to or accept employment with Spinco,
      whether salaried or hourly and whether or not on vacation, leave, or authorized
      absence in accordance with the established practices or policies of Alltel
      on
      the Beginning Date and (2) designated as a Spinco Employee in accordance
      with Section 2.01 of this Agreement.

     

    (j)  Spinco
      Individuals.
      Spinco
      Individuals means the former employees of the AT Group who were engaged in
      the
      Spinco Business and the beneficiaries, including dependents, alternate payees
      within the meaning of Section 206(d) of ERISA, and qualified beneficiaries
      within the meaning of Section 607 of ERISA thereof to the extent such
      beneficiaries, dependents, alternate payees and qualified beneficiaries have
      any
      interest in the employee benefit plans, policies and compensation programs
      set
      forth in Schedule III. Notwithstanding the foregoing, no individual
      shall
      be deemed a Spinco Individual for purposes of this Agreement unless designated
      as a Spinco Individual in accordance with Section 2.01 of this
      Agreement.

     

    1.02.  Other
      Capitalized Terms.
      Capitalized terms used in this Agreement (and not otherwise defined in the
      preamble, recitals, or Section 1.01) shall have the respective meanings assigned
      to them in the Distribution Agreement, except for names of benefit arrangements
      and unless the contrary is clearly indicated by the context.

     

    1.03.  Schedule
      I.
      Schedule I sets forth the Alltel employee benefit plans, policies, and
      compensation programs in effect as of the Beginning Date.

     

    1.04.  Schedule
      V.
      Schedule V sets forth a list of Spinco Employees and Spinco
      Individuals as of the Beginning Date, which list will be updated from time
      to
      time prior to the Distribution Date by Alltel.

     

    ARTICLE
      2

     

    EMPLOYEES
      AND GENERAL PRINCIPLES

     

    2.01.  Designation
      of Spinco Employees and Spinco Individuals.
      Prior
      to the Distribution Date, Alltel and Spinco shall take or cause to be taken
      all
      actions necessary to cause the Spinco Employees to be employed by Spinco or
      a
      Spinco Subsidiary. Until the Distribution Date, Spinco shall continue to use
      existing salary or pay structures for Spinco Employees, including ordinary
      salary and pay adjustments in the normal course of business or salary or pay
      adjustments made in connection with a Spinco Employee's change in responsibility
      or a change in structure of Spinco. Prior to the Distribution Date, Alltel
      shall
      designate those employees and other individuals who shall constitute Spinco
      Employees and Spinco Individuals for purposes of this Agreement. Alltel shall
      provide Spinco and the Company or their designated agents and the Steering
      Committee with the list of the individuals so designated (as well as information
      with respect to service and most recent annual compensation with the AT Co.
      Group) within 15 days prior to the Distribution Date.

     

    2.02.  Collective
      Bargaining Agreements.
      Prior
      to the Distribution Date, Alltel and Spinco shall take or cause to be taken
      actions that are necessary (if any) for Spinco or a Spinco Subsidiary to
      continue to maintain or to assume any collective bargaining agreements relating
      to Spinco Employees. Schedule II sets forth a list of collective bargaining
      agreements relating to Spinco Employees in effect as of the Beginning
      Date.

     

    2.03.  Assumption,
      Retention of Liabilities.
      As described in this Agreement and except as otherwise provided
      in the Distribution Agreement, Spinco hereby agrees, as of the dates set forth
      herein, to assume and to pay, perform, fulfill, and discharge, or to cause
      an
      employee benefit plan to assume, pay, perform, fulfill, and discharge, or to
      cause an employee benefit plan, program or arrangement to assume, pay, perform,
      fulfill and discharge, in accordance with their respective terms, all
      liabilities (regardless of when or where such liabilities arose or arise or
      were
      or are incurred) relating to Spinco Employees and Spino Individuals, under
      or
      with respect to the employee benefit plans, policies, and compensation programs
      as set forth in Schedule III, to the extent relating to, arising out of, or
      resulting from future, present, or former employment with the AT Co. Group
      or
      Spinco Group.
      Alltel
      and AT Co. Group hereby agrees to retain, pay, perform, fulfill and discharge
      or
      cause an employee benefit plan, program or arrangement to retain, pay, perform,
      fulfill and discharge, in accordance with their respective terms, all
      liabilities (regardless of when or where such liabilities arose or arise or
      were
      or are incurred) relating to Alltel Wireless Employees.

     

    2.04.  No
      Duplication of Benefits.
      The
      Spinco employee benefit plans, policies, and compensation programs shall be,
      with respect to Spinco Employees and Spinco Individuals, and in accordance
      with
      the terms of such benefit plans, policies and compensation programs and
      applicable law, the successors in interest to, and shall not provide benefits
      that duplicate benefits provided by, the corresponding Alltel employee benefit
      plans, policies, and compensation programs. Alltel and Spinco shall agree on
      methods and procedures to prevent Spinco Individuals from receiving duplicative
      benefits.
      Nothing
      in this Agreement shall entitle any Alltel Wireless Employee to any benefit,
      right or interest in any benefit plans, policies, and compensation programs
      established by Spinco pursuant to this Agreement.

     

    2.05.  No
      Acceleration of Benefits.
      Except
      as otherwise provided in this Agreement or in the Distribution Agreement, no
      provision of this Agreement or the Distribution Agreement shall be construed
      to
      create any right, or accelerate vesting or entitlement, to any compensation
      or
      benefit whatsoever on the part of any Spinco Employee or Spinco Individual
      or
      other future, present or former employee of the AT Co. Group or Spinco Group
      under any benefit plans, policies, and compensation programs of the AT Co.
      Group
      or Spinco Group.

     

    2.06.  Beneficiary
      Designations.
      All beneficiary designations made by Spinco Employees and Spinco
      Individuals for Alltel employee benefit plans shall be transferred to and be
      in
      full force and effect under the corresponding Spinco employee benefit plans
      until such beneficiary designations are replaced or revoked by the Spinco
      Employees and Spinco Individuals who made the beneficiary
      designation.

     

    2.07.  Spinco
      Amendment Authority.
      Except
      as otherwise provided in this Agreement or in the Distribution Agreement,
      nothing in this Agreement is intended to prohibit Spinco or the Spinco Group
      from amending or terminating any employee benefit plans, policies, and
      compensation programs at any time after the Distribution Date. 

     

    2.08.  Asset
      Transfers.
      The
      provisions of this Agreement for the transfer of assets from certain trusts
      relating to Alltel employee benefit plans to the corresponding trusts relating
      to Spinco employee benefit plans are based upon the understanding of the parties
      that each such Spinco employee benefit plan will assume the corresponding
      liabilities from the Alltel employee benefit plan relating to the Spinco
      Employees and Spinco Individuals, as provided for in this
      Agreement.

     

    2.09.  Spinco
      Responsibility and Rights.
      Spinco may perform any responsibility or exercise any right under
      this Agreement by causing such responsibility or right to be undertaken or
      exercised by a Spinco Subsidiary, provided, however, that Spinco shall be fully
      responsible to Alltel for ensuring compliance by Spinco, any Spinco Subsidiary
      and the Spinco Group with the applicable terms of this Agreement.

     

    2.10.  No
      Commitment to Employment or Benefits.
      Nothing
      contained in this Agreement shall be construed as a commitment or agreement
      on
      the part of any person to continue employment with the AT Co. Group or Spinco
      Group, or as a commitment on the part of the AT Co. Group or Spinco Group to
      continue the employment, compensation, or benefits of any person for any period.
      This Agreement is solely for the benefit of the AT Co. Group, Spinco Group
      and
      the Company and nothing in this Agreement, express or implied, is intended
      to
      confer any rights, benefits, remedies, obligations or liabilities under this
      Agreement upon any Person, including any Spinco Employee, Spinco Individual,
      Alltel Wireless Employee, employee of the Company, or officer, director or
      contractor of the AT Co. Group, the Spinco Group or the Company, other than
      the
      Company and parties to this Agreement and their respective successors and
      assigns.

     

    2.11.  No
      Expansion of Participation.
      Unless
      otherwise determined by Spinco, a Spinco Employee or Spinco Individual shall
      be
      entitled to participate in a Spinco employee benefit plan, policy or
      compensation program established pursuant to this Agreement only to the extent
      that such Spinco Employee or Spinco Individual was entitled to participate
      in
      the corresponding Alltel employee benefit plan, policy or compensation program
      in effect immediately prior to the Effective Time.

     

    2.12.  No
      Alteration of Collective Bargaining Agreements.
      Nothing
      in this Agreement is intended to alter the provisions of any collective
      bargaining agreement set forth on Schedule II or modify in any way the
      obligations of the AT Group or Spinco or the Spinco Group to any person or
      union
      as described in such agreement.

     

    2.13.  Government
      Reporting.
      Prior
      to the Distribution Date or within such other time period described by
      applicable law or regulation, Alltel shall notify or report to the appropriate
      government agency regarding the transactions contemplated by, or the actions
      taken pursuant to this Agreement to the extent such notification or report
      is
      required by ERISA, the Code or other applicable law, and shall provide all
      information required by such government agency.

     

    ARTICLE
      3

     

    DEFINED
      BENEFIT RETIREMENT PLANS

     

    3.01.  Establishment
      of Mirror Retirement Plan and Trust.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan and related trust intended to be qualified under Section 401(a) of the
      Code
      and exempt from taxation under Section 501(a) of the Code for Spinco
      Employees and Spinco Individuals, the provisions of which shall be substantially
      similar to provisions of the Alltel Corporation Pension Plan (the "Spinco
      Pension Plan")
      including for this purpose the amendments to the Alltel Corporation Pension
      Plan
      regarding the freeze of benefit accruals under such plan for certain employees
      effective as of December 31, 2005 or December 31, 2010, as applicable, under
      the
      amendment.

     

    (b)  Determination
      Letter.
      Before
      the expiration of the applicable remedial amendment period under Section 401(b)
      of the Code, Spinco shall file an application for and make commercially
      reasonable efforts to obtain a determination from the Internal Revenue Service
      that the Spinco Pension Plan and related trust are qualified within the meaning
      of Sections 401(a) and 501(a) of the Code, respectively.

     

    (c)  Transfer
      of Assets/Liabilities.
      On the
      Pension Transfer Date, Alltel shall transfer, or cause to be transferred, in
      accordance with Section 414(l) of the Code, the assets and liabilities
      attributable to the Spinco Employees and Spinco Individuals from the Alltel
      Corporation Pension Plan and its related trust to the Spinco Pension Plan and
      its related trust.
      The
      amount of assets and liabilities transferred from the Alltel Corporation Pension
      Plan to the Spinco Pension Plan shall be determined in accordance with Section
      3.02.

     

    3.02.  Pension
      Plan Transfer Amount.

     

    (a)  The
      liabilities transferred from the Alltel Corporation Pension Plan to the Spinco
      Pension Plan will be the current liability with respect to the Spinco Employees
      and Spinco Individuals under the Alltel Corporation Pension Plan as of the
      Pension Transfer Date. Except as provided in Section 3.02(b), the amount
      of
      assets transferred from the Alltel Corporation Pension Plan to the Spinco
      Pension Plan shall be the amount equal to a percentage of the fair market value
      of the assets of the Alltel Corporation Pension Plan as of the Pension Transfer
      Date, where the percentage is the quotient of (1) the current liability with
      respect to the Spinco Employees and Spinco Individuals under the Alltel
      Corporation Pension Plan as of the Pension Transfer Date divided by (2) the
      entire current liability under the Alltel Corporation Pension Plan as of the
      Pension Transfer Date. "Current liability" shall be calculated utilizing the
      actuarial methods and assumptions attached hereto as Schedule IV.

     

    (b)  In
      no
      event shall the amount transferred under Section 3.02(a) be less than the amount
      required to be transferred under the requirements of Section 414(l)
      of the
      Code.

     

    (c)  In
      the
      event Alltel makes a contribution(s) to the Alltel Corporation Pension Plan
      at
      or prior to the time of transfer of assets and liabilities to the Spinco Pension
      Plan, Spinco will pay to Alltel the percentage of the contribution(s) over
      $20
      million equal to the quotient of (1) the current liability (as defined in
      Section 3.02(a)) with respect to the Spinco Individuals under the Alltel
      Corporation Pension Plan as of the Pension Transfer Date divided by (2) the
      entire current liability (as defined in Section 3.02(a)) under the Alltel
      Corporation Pension Plan as of the Pension Transfer Date.

     

    ARTICLE
      4

     

    DEFINED
      CONTRIBUTION RETIREMENT PLANS

     

    4.01.  Establishment
      of Mirror 401(k) Plan and Trust.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan and related trust intended to be qualified under Section 401(a) of the
      Code
      and exempt from taxation under Section 501(a) of the Code for Spinco
      Employee and Spinco Individuals, the provisions of which shall be substantially
      similar to provisions of the Alltel Corporation 401(k) Plan (the "Spinco
      401(k) Plan").

     

    (b)  Determination
      Letter.
      Before
      the expiration of the applicable remedial amendment period under Section 401(b)
      of the Code, Spinco shall file for and make commercially reasonable efforts
      to
      obtain a determination from the Internal Revenue Service that the Spinco 401(k)
      Plan and related trust are qualified within the meaning of Sections 401(a)
      and 501(a) of the Code, respectively.

     

    (c)  Transfer
      of Assets/Liabilities.
      As soon
      as reasonably practicable after the establishment of the Spinco 401(k) Plan,
      Alltel shall transfer, or cause to be transferred, in accordance with Section
      414(l) of the Code, the account balances (assets and liabilities) of the Spinco
      Employees and Spinco Individuals from the Alltel Corporation 401(k) Plan and
      its
      related trust to the Spinco 401(k) Plan and its related trust. Any participant
      loan notes with respect to the Spinco Individuals shall be transferred
      in-kind.

     

    4.02.  Establishment
      of Mirror Profit Sharing Plan and Trust.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan and related trust intended to be qualified under Section 401(a) of the
      Code
      and exempt from taxation under Section 501(a) of the Code for Spinco
      Employees and Spinco Individuals, the provisions of which shall be substantially
      similar to the provisions of the Alltel Corporation Profit Sharing Plan (the
      "Spinco
      Profit Sharing Plan").

     

    (b)  Determination
      Letter.
      Before
      the expiration of the applicable remedial amendment period under Section 401(b)
      of the Code, Spinco shall file an application for and make commercially
      reasonable efforts to obtain a determination from the Internal Revenue Service
      that the Spinco Profit Sharing Plan and related trust are qualified within
      the
      meaning of Sections 401(a) and 501(a) of the Code,
      respectively.

     

    (c)  Transfer
      of Assets/Liabilities.
      As soon
      as reasonably practicable after the establishment of the Spinco Profit Sharing
      Plan, Alltel shall transfer, or cause to be transferred, in accordance with
      Section 414(l) of the Code, the account balances (assets and liabilities) of
      the
      Spinco Employees and Spinco Individuals from the Alltel Corporation Profit
      Sharing Plan and its related trust to the Spinco Profit Sharing Plan and related
      trust. Alltel will properly accrue liability on the financial statements prior
      to the Distribution Date for the amount of any contributions (prorated to the
      Distribution Date) required to be made with respect to any Spinco Employees
      or
      Spinco Individuals under the terms of Alltel Corporation Profit Sharing Plan,
      disregarding any minimum hours, end of year employment or similar requirements
      thereunder.

     

    4.03.  Georgia
      Telephone Corporation Profit Sharing Plan.
      Prior
      to the Distribution Date, Alltel shall transfer, or cause to be transferred,
      the
      plan sponsorship, assets, liabilities and administration of the Georgia
      Telephone Corporation Profit Sharing Plan to Spinco.

     

    4.04.  Accucomm
      Telecommunications, Inc. 401(k) Plan.
      Prior
      to the Distribution Date, Alltel shall transfer, or cause to be transferred,
      the
      plan sponsorship, assets, liabilities and administration of the Accucomm
      Telecommunications, Inc. 401(k) Plan to Spinco.

     

    ARTICLE
      5

     

    HEALTH
      AND WELFARE PLANS

     

    5.01.  Establishment
      of Mirror Comprehensive Plan of Group Insurance and Trust.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees and Spinco Individuals, the provisions of which shall
      be substantially identical to the provisions of the Alltel Comprehensive Plan
      of
      Group Insurance, including provisions regarding qualified beneficiaries within
      the meaning of Section 607 of ERISA and retirees (the "Spinco
      Comprehensive Plan").

     

    (b)  Retention
      of Obligations/Assets.
      Spinco
      may, but is not required to establish, or cause to be established, a trust
      intended to be exempt from taxation under Section 501(c)(9) of the Code for
      Spinco Employees or Spinco Individuals. Alltel and the Alltel Comprehensive
      Plan
      of Group Insurance shall retain any and all liabilities with respect to claims
      incurred under such plan by the Spinco Employees and Spinco Individuals on
      or
      prior to the Distribution Date, regardless of whether such claims are reported
      before, on or after the Distribution Date. No assets of the trust related to
      the
      Alltel Comprehensive Plan of Group Insurance shall be transferred to Spinco
      or
      any trust established by Spinco.

     

    (c)  Elections.
      Spinco
      shall cause its Spinco Comprehensive Plan to recognize and maintain all coverage
      and contribution elections made with respect to the Spinco Employees and Spinco
      Individuals under the Alltel Comprehensive Plan of Group Insurance. Spinco
      shall
      apply such elections under the Spinco Comprehensive Plan for the remainder
      of
      the period or periods for which the elections are by their terms
      applicable.

     

    (d)  Maximums
      and Coverage Limits.
      Spinco
      shall cause the Spinco Comprehensive Plan to recognize and give credit for
      (1) all amounts applied by Spinco Individuals under the Alltel
      Comprehensive Plan of Group Insurance to deductibles, out-of-pocket maximums,
      and other applicable benefit coverage limits with respect to which such expenses
      have been incurred during the calendar year in which the Distribution Date
      occurs and (2) all benefits paid to, or received by, Spinco Employees
      and
      Spinco Individuals under the Alltel Comprehensive Plan of Group Insurance,
      in
      either case, for purposes of determining when such persons have received the
      maximum benefits, including lifetime maximum benefits, provided under the Spinco
      Comprehensive Plan.

     

    5.02.  Establishment
      of Mirror Long Term Disability Plan.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees, the provisions of which shall be substantially
      similar to the provisions of the Alltel Corporation Long Term Disability Plan
      (the "Spinco
      LTD Plan").

     

    (b)  Retention
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco LTD Plan, the
      obligations and liabilities incurred on or prior to such date with respect
      to
      Spinco Employees and Spinco Individuals under the Alltel Corporation Long Term
      Disability Plan shall be and remain the sole responsibility of Alltel
      Corporation Long Term Disability Plan.

     

    5.03.  Establishment
      of Mirror Flex Plan.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Individuals, the provisions of which shall be substantially
      similar to the provisions of the Income Advantage Plan (POP) (the "Spinco
      Flex Plan").

     

    (b)  Elections.
      Spinco
      shall cause its Spinco Flex Plan to recognize and maintain all coverage and
      contribution elections made with respect to the Spinco Individuals under the
      Income Advantage Plan (POP). Spinco shall apply such elections under the Spinco
      Flex Plan for the remainder of the period or periods for which the elections
      are
      by their terms applicable. With respect to any expense reimbursement account
      covered under Section 125 of the Code, Spinco shall cause the Spinco Flex Plan
      to recognize the account balances of the Spinco Individuals under the Income
      Advantage Plan (POP), regardless of whether the account balance is positive
      or
      negative, as if their participation in the Spinco Flex Plan had been since
      the
      beginning of the calendar year. Alltel shall transfer assets equal to the value
      of the account balances under the Spinco Flex Plan as of the Distribution Date
      to Spinco.

     

    5.04.  Establishment
      of Mirror Group Accident Plan.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees, the provisions of which shall be substantially
      similar to the provisions of the Group Accident Plan (the "Spinco
      Accident Plan").

     

    (b)  Retention
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco Accident Plan, the
      obligations and liabilities incurred on or prior to such date with respect
      to
      Spinco Employees and Spinco Individuals under the Group Accident Plan shall
      be
      and remain the sole responsibility of the Group Accident Plan.

     

    5.05.  Establishment
      of Mirror Special Insurance Plan.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees, the provisions of which shall be substantially
      similar to the provisions of the Special Insurance Plan for Former Allied
      Telephone Profit Sharing (the "Spinco
      Special Insurance Plan").

     

    (b)  Retention
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco Special Insurance Plan,
      the obligations and liabilities incurred on or prior to such date with respect
      to Spinco Employees and Spinco Individuals under the Special Insurance Plan
      for
      Former Allied Telephone Profit Sharing shall be and remain the sole
      responsibility of the Special Insurance Plan for Former Allied Telephone Profit
      Sharing.

     

    ARTICLE
      6

     

    MISCELLANEOUS
      BENEFITS

     

    6.01.  Establishment
      of Mirror Educational Assistance Plan. 

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees, the provisions of which shall be substantially
      similar to the provisions of the Educational Assistance Plan (the "Spinco
      Educational Plan").

     

    (b)  Transfer
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco Educational Plan, the
      obligations and liabilities with respect to Spinco Employees under the
      Educational Assistance Plan shall be transferred to and assumed by the Spinco
      Educational Plan.

     

    6.02.  Establishment
      of Mirror Adoption Assistance Plan.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees, the provisions of which shall be substantially
      similar to the provisions of the Adoption Assistance Plan (the "Spinco
      Adoption Plan").

     

    (b)  Transfer
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco Adoption Plan, the
      obligations and liabilities with respect to Spinco Employees under the Adoption
      Assistance Plan shall be transferred to and assumed by the Spinco Adoption
      Plan.

     

    6.03.  Establishment
      of Mirror Severance Plan. 

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees, the provisions of which shall be substantially
      similar to the provisions of the Severance Pay Plan (the "Spinco
      Severance Plan").

     

    (b)  No
      Benefit Triggered.
      The
      Distribution, Merger or both shall not be an event that entitles a Spinco
      Employer or Spinco Individual to benefits under the Severance Pay Plan or Spinco
      Severance Plan.

     

    (c)  One-Year
      Preservation Period
      For a
      period of one year after the Distribution Date, the Spinco Severance Plan shall
      not be amended so as to provide benefits that are less than that which would
      have been provided on the day before the Distribution Date.

     

    6.04.  Leave
      of Absence Programs and FMLA.
      Prior to
      the Distribution Date, Spinco shall assume and thereafter honor all terms and
      conditions of leaves of absence which have been granted to any Spinco Employees
      under a leave of absence program or FMLA by the AT Co. Group. After the
      Distribution Date, unless otherwise provided in the Transition Services
      Agreement, Spinco shall be solely responsible for administering leaves of
      absence and compliance with FMLA with respect to Spinco Employees. Spinco shall
      recognize all periods of service of Spinco Employees with the AT Co. Group,
      as
      applicable, to the extent such service is recognized by AT Co. Group for the
      purpose of eligibility for leave entitlement under an Alltel leave of absence
      program and FMLA.

     

    6.05.  Employee
      Stock Purchase Plan.
      For the period prior to the Distribution Date, Spinco Employees
      shall be eligible to participate in the Employee Stock Purchase Plan. On or
      after the Distribution Date, Spinco Individuals shall not be eligible to
      participate in the Employee Stock Purchase Plan.

     

    6.06.  People
      Practices.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      people practices for Spinco Employees, the provisions of which shall be
      substantially similar to the provisions of the Alltel People Practices (the
      "Spinco
      People Practices").
      Effective as of the date of establishment of the Spinco People Practices, the
      obligations and liabilities with respect to Spinco Employees under the Alltel
      People Practices (including service bridging, employee assistance programs,
      bereavement, holidays, jury and witness duty, leave of absence, sick pay
      program, short term earnings protection program (STEPP), and vacation) shall
      be
      transferred to and assumed by Spinco and Spinco shall recognize all periods
      of
      service of Spinco Employees with the AT Co. Group, as applicable, under the
      Spinco People Practices to the extent such service is recognized by AT Co.
      Group
      for the purpose of eligibility for Alltel People Practices.

     

    ARTICLE
      7

     

    INCENTIVE
      PLANS AND STOCK-BASED COMPENSATION

     

    7.01.  Incentive
      Awards.

     

    (a)  Alltel
      Corporation Performance Incentive Compensation Plan.
      For the
      2006 performance period, awards held by Spinco Individuals under the Alltel
      Corporation Performance Incentive Compensation Plan as of the Distribution
      Date
      shall be paid as follows:

     

    (1)  The
      awards shall be deemed earned based on the Alltel Board of Directors' or
      appropriate committee thereof reasonable estimate, as of the Distribution Date,
      of the actual performance level during the period commencing on January 1,
      2006
      and ending on the Distribution Date. If earned, each such Spinco Individual
      shall be entitled to a pro rata award, the amount of which shall be calculated
      based on the number of days in the period commencing on January 1, 2006 and
      ending on the Distribution Date out of the total number of days in the
      performance measurement period. The amounts described in this Section
      7.01(a)(1), if any, shall be paid by Alltel in cash (subject to applicable
      deferrals, deductions and tax withholdings) by the Distribution
      Date.

     

    (2)  Prior
      to
      the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan, the provisions of which shall be substantially identical to provisions
      of
      the Alltel Corporation Performance Incentive Compensation Plan, which shall
      apply to the performance period beginning the day after the Distribution Date
      and ending on December 31, 2006. Spinco shall establish appropriate performance
      targets and award amounts that shall be in effect for such performance period
      and shall designate such Spinco Individuals as participants.

     

    (b)  Alltel
      Corporation Long-Term Performance Incentive Compensation Plan.
      Outstanding awards held by Spinco Individuals under the Alltel Corporation
      Long-Term Performance Incentive Compensation Plan as of the Distribution Date
      shall be paid as follows:

     

    (1)  The
      awards in effect as of the Distribution Date for the 2004 - 2006 performance
      measurement period shall be deemed earned based on the Alltel Board of
      Directors' or appropriate committee thereof reasonable estimate, as of the
      Distribution Date, of the actual performance level of such period. If earned,
      each such Spinco Individual shall be entitled to a pro rata award, the amount
      of
      which shall be calculated based on (i) the number of days in the period
      commencing on January 1, 2004 and ending on the Distribution Date out of the
      total number of days in the performance measurement period and (ii) his or
      her
      average base compensation during such period.

     

    (2)  The
      awards in effect as of the Distribution Date for the 2005 - 2007 performance
      measurement period shall be deemed earned at the target performance level.
      Each
      such Spinco Individual shall be entitled to a pro rata award, the amount of
      which shall be calculated based on (i) the number of days in the period
      commencing on January 1, 2005 and ending on the Distribution Date out of the
      total number of days in the performance measurement period and (ii) his or
      her
      average base compensation during such period.

     

    (3)  The
      Spinco Individuals shall not be eligible to receive any awards under the Alltel
      Corporation Long-Term Performance Incentive Compensation Plan with respect
      to
      performance measurement periods beginning on or after January 1,
      2006.

     

    (4)  The
      amounts described in this Section 7.01(b) shall be paid by Alltel in cash
      (subject to applicable deferrals, deductions and tax withholdings) by the
      Distribution Date.

     

    (c)  Compliance
      with Section 409A of the Code.
      To the
      extent practicable, all incentive awards shall be paid in such a manner as
      to
      avoid the adverse consequences of section 409A of the Code.

     

    7.02.  Stock
      Options. 

     

    (a)  Vested
      Options.
      To the
      extent that a Spinco Individual is holding an award consisting of an Alltel
      option that is vested and outstanding as of the Distribution Date, that Spinco
      Individual shall be treated as experiencing a separation from service from,
      or
      otherwise terminating employment with, Alltel. Any such Alltel option shall
      expire unless it is exercised within the time provided in the option
      itself.

     

    (b)  Unvested
      Options.
      To the
      extent that a Spinco Individual is holding an award consisting of an Alltel
      option that is not vested as of the Distribution Date, that option shall be
      cancelled as of the Distribution Date and replaced by restricted shares of
      Company common stock in accordance with the terms of Section 8.10(e)
      of
      Spinco Disclosure Letter to the Merger Agreement.

     

    7.03.  Restricted
      Stock.
Each
      Alltel Restricted Share award outstanding under the 1998
      Equity Incentive Plan and held by a Spinco Individual as of the Distribution
      Date shall become fully vested on the Distribution Date.

     

    7.04.  Other
      Plans.
      Spinco shall not assume any obligations, liabilities,
      sponsorship, administration or assets of or with respect to the Alltel
      Corporation 1991 Stock Option Plan, Alltel Corporation 1994 Stock Option Plan,
      Alltel Corporation 1998 Equity Incentive Plan, Alltel Corporation 2001 Equity
      Incentive Plan, Alltel Corporation Performance Incentive Compensation Plan,
      Alltel Corporation Long-Term Performance Incentive Compensation Plan, Change
      in
      Control Agreements, Alltel Corporation Supplemental Executive Retirement Plan
      and Alltel Split Dollar Insurance Arrangement.

     

    ARTICLE
      8

     

    EXECUTIVE
      BENEFITS

     

    8.01.  Establishment
      of Mirror Benefit Restoration Plan.

     

    (a)  Establishment.
      Prior
      to the Distribution Date, Spinco shall establish, or cause to be established,
      a
      plan for Spinco Employees, the provisions of which shall be substantially
      identical to the provisions of the Benefit Restoration Plan (the "Spinco
      Restoration Plan").

     

    (b)  Transfer
      of Obligations/Liabilities.
      Effective as of the date of establishment of the Spinco Restoration Plan, the
      obligations and liabilities with respect to Spinco Employees under the Benefit
      Restoration Plan shall be transferred to and assumed by the Spinco Restoration
      Plan.

     

    8.02.  Establishment
      of Mirror Supplemental Medical Reimbursement Plan.

     

    (a)  Prior
      to
      the Distribution Date, Spinco shall establish, or cause to be established,
      a plan for Spinco Employees and Spinco Individuals, the provisions of which
      shall be substantially similar to the provisions of the Supplemental Medical
      Reimbursement Plan (SMRP) (the "Spinco
      SMR Plan").

     

    (b)  Effective
      as of the date of establishment of the Spinco SMR Plan, the obligations and
      liabilities incurred on or prior to such date with respect to Spinco Employees
      and Spinco Individuals under the Supplemental Medical Reimbursement Plan (SMRP)
      shall be and remain the sole responsibility of the Supplemental Medical
      Reimbursement Plan (SMRP).

     

    8.03.  Executive
      Deferred Compensation Sub-Plan.
      Prior to the Distribution Date, Alltel shall transfer, or cause
      to be transferred, the plan sponsorship, liabilities and administration of
      the
      Executive Deferred Compensation Sub-Plan to Spinco
      and
      shall transfer cash to the general funds of Spinco in an amount sufficient
      to
      provide for the payment of all benefits due under the sub-plan (assuming for
      purposes of calculating this amount only, that all benefits shall be payable
      in
      a single lump sum on the Distribution Date).

     

    8.04.  1998
      Management Deferred Compensation Sub-Plan.
      Prior
      to the Distribution Date, Alltel shall transfer, or cause to be transferred,
      the
      plan sponsorship, liabilities and administration of the 1998 Management Deferred
      Compensation Sub-Plan to Spinco and shall transfer cash to the general funds
      of
      Spinco in an amount sufficient to provide for the payment of all benefits due
      under the sub-plan (assuming for purposes of calculating this amount only,
      that
      all benefits shall be payable in a single lump sum on the Distribution
      Date).

     

    ARTICLE
      9

     

    GENERAL
      AND ADMINISTRATIVE PROVISIONS

     

    9.01.  Sharing
      of Participant Information.
      Alltel
      and Spinco shall share, with each other and their respective agents and vendors
      (without obtaining releases) all participant information necessary for the
      efficient and accurate administration of each employee benefit plan of Alltel
      and Spinco, as permitted by applicable law and subject to applicable laws on
      confidentiality.

     

    9.02.  Cooperation.
      The AT
      Co. Group and Spinco Group shall cooperate fully with each other on any issue
      relating to the transactions contemplated by this Agreement.

     

    9.03.  Fiduciary
      Matters.
      AT Co.
      Group and Spinco each acknowledge that actions required to be taken pursuant
      to
      this Agreement may be subject to fiduciary duties or standards of conduct under
      ERISA or other applicable law, and no party shall be deemed to be in violation
      of this Agreement if it fails to comply with any provisions hereof based upon
      its good faith determination that to do so would violate such a fiduciary duty
      or standard.

     

    9.04.  Consent
      of Third Parties.
      If any provision of this Agreement is dependent on the consent of
      any third party (such as a vendor) and such consent is withheld, the AT Co.
      Group and Spinco Group shall use their reasonable best efforts to implement
      the
      applicable provisions of this Agreement to the full extent practicable. If
      any
      provision of this Agreement cannot be implemented due to the failure of such
      third party to consent, the AT Co. Group and Spinco Group shall negotiate in
      good faith to implement the provision in a mutually satisfactory
      manner. 

     

    9.05.  Distribution
      Agreement.
      This
      Agreement shall be incorporated by reference into the Distribution Agreement
      and, in addition to Section 9.07, all provisions of the Distribution
      Agreement, including the survival and indemnification and miscellaneous
      provisions, shall apply with equal force to this Agreement
      except
      as specifically provided in this Agreement.

     

    9.06.  Service
      Provider Contracts.

     

    (a)  Service
      Provider Contracts.
      Alltel
      shall use its reasonable best efforts to cause each service provider (including
      third-party administrator, recordkeeper and trustee) with respect to any plan
      or
      program assumed or mirrored by Spinco (including the Alltel Comprehensive Plan
      of Group Insurance, Alltel Corporation Long Term Disability Plan, Income
      Advantage Plan (POP), Group Accident Plan or Special Insurance Plan for Former
      Allied Telephone Profit Sharing, Alltel Corporation Pension Plan, Alltel
      Corporation 401(k) Plan, Alltel Corporation Profit Sharing Plan, and
      Supplemental Medical Reimbursement Plan (SMRP)) in existence as of the Beginning
      Date to enter into an agreement with Spinco with substantially similar terms
      and
      conditions as provided to Alltel Such terms and conditions shall include the
      financial and termination provisions, performance standards, methodology,
      auditing policies, quality measures, reporting requirements and target claims.
      The Spinco Group shall use its reasonable best efforts to cooperate with Alltel
      in such efforts, and the Spinco Group shall not perform any act, including
      discussing any alternative arrangements with any third party, that would
      prejudice Alltel's efforts. If it becomes reasonably likely that Alltel will
      not
      be successful in negotiating contract language with a third-party administrator
      that will permit compliance with the foregoing provisions of this
      Section 9.06(a), Alltel shall so notify Spinco promptly, and after such
      notification, the Spinco Group shall be released from the restriction contained
      in the immediately preceding sentence. In addition, notwithstanding any other
      provision of this Agreement, the Distribution Agreement or any other agreement
      between the parties hereto, Spinco shall not be required, or be deemed to be
      required, to establish a benefit plan, policy, program, practice or arrangement
      that it is not able to insure or administer or contract for insurance or
      administration on substantially similar terms and conditions as the Alltel
      benefit plans, policies, programs, practices or arrangements.

     

    (b)  Insurance
      and HMO/PPO Agreements.
      Alltel
      shall use its reasonable best efforts to cause each HMO, PPO, and insurance
      carrier that provides benefits under any plan or program assumed or mirrored
      by
      Spinco (including the Alltel Comprehensive Plan of Group Insurance, Alltel
      Corporation Long Term Disability Plan, Income Advantage Plan (POP), Group
      Accident Plan or Special Insurance Plan for Former Allied Telephone Profit
      Sharing) in existence as of the Beginning Date to provide coverage to Spinco
      Individuals on terms that are substantially similar to the terms and conditions
      provided to Alltel, in each case, through December 31, 2006, or such
      other
      date on which the parties may agree. Such terms and conditions shall include
      the
      financial and termination provisions. The Spinco Group shall use its reasonable
      best efforts to cooperate with Alltel in such efforts, and the Spinco Group
      shall not perform any act, including discussing any alternative arrangements
      with any third-party that would prejudice Alltel's efforts. If it becomes
      reasonably likely that Alltel will not be successful in negotiating contract
      language that will permit compliance with the foregoing provisions of this
      Section 9.06(b), Alltel shall so notify Spinco promptly, and after such
      notification, the Spinco Group shall be released from the restriction contained
      in the immediately preceding sentence. In addition, notwithstanding any other
      provision of this Agreement, the Distribution Agreement or any other agreement
      between the parties hereto, Alltel shall not be required, or be deemed to be
      required, to maintain a benefit plan, policy, program, practice or arrangement
      that it is not able to insure or administer or contract for insurance or
      administration on substantially similar terms and conditions as the Alltel
      benefit plans, policies, programs, practices or arrangements prior to the
      Distribution Date.

     

    9.07.  Indemnification.

     

    (a)  By
      Spinco.
      In
      addition to any indemnity in any other Transaction Agreement, Spinco shall
      indemnify, defend and hold harmless the AT Co. Indemnitees from and against
      all
      Indemnifiable Losses arising out of or due to (i) the transfer of assets and
      liabilities as provided under this Agreement, (ii) any administrative errors
      or
      administrative failures of any member of the Spinco Group regarding the Spinco
      employee benefit plans, policies, and compensation programs or (iii) claims
      for
      benefits by any person under the Spinco employee benefit plans, policies, and
      compensation programs; provided, however, the forgoing indemnity shall not
      apply
      in any case or circumstance to the extent (i) involving a fiduciary violation
      under ERISA against any member of the AT Co. Group or any of its agents or
      fiduciaries or (ii) any member of the AT Co. Group or any of its agents or
      fiduciaries has been negligent, acted with willful misconduct, engaged in fraud
      or embezzlement or violated any applicable law.

     

    (b)  By
      Alltel.
      In
      addition to any indemnity in any other Transaction Agreement, Alltel shall
      indemnify, defend and hold harmless the Spinco Indemnitees from and against
      all
      Indemnifiable Losses arising out of or due to (i) the transfer of assets and
      liabilities as provided under this Agreement, (ii) any administrative errors
      or
      administrative failures of any member of the At. Co. Group regarding the Alltel
      employee benefit plans, policies, and compensation programs and which has an
      impact on the expected benefits under, or compliance with any law of, the Spinco
      employee benefit plans, policies, and compensation programs, (iii) claims for
      benefits by any person under the Spinco employee benefit plans, policies, and
      compensation programs attributable to any foregoing administrative errors or
      administrative failures of any member of the At. Co. Group, or (iv) any
      liabilities and obligations pertaining to any person or entity to the extent
      not
      expressly assumed by Spinco under this Agreement; provided, however, the
      forgoing indemnity shall not apply in any case or circumstance to the extent
      (i)
      involving a fiduciary violation under ERISA against any member of the Spinco
      Group or any of its agents or fiduciaries or (ii) any member of the Spinco
      Group
      or any of its agents or fiduciaries has been negligent, acted with willful
      misconduct, engaged in fraud or embezzlement or violated any applicable
      law.

     

    The
      foregoing indemnities under subsections (a) and (b) shall apply to any claim
      formally presented in writing to the other party before the first
      anniversary of the Distribution Date.

     

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    IN
      WITNESS WHEREOF, the parties have caused this Employee Benefits Agreement to
      be
      duly executed as of the day and year first above written.

     

    
      	 	
              ALLTEL
                CORPORATION

            
	 	 
	 	 
	 	
              By: 
                /s/ Scott T. Ford            

            
	 	
              Name:
                Scott T. Ford 

            
	 	
              Title: CEO
                & President

            
	 	 
	 	 
	 	
              ALLTEL
                HOLDING CORP.

            
	 	 
	 	
              Name:
                /s/ Jeffrey R. Gardner

            
	 	
              Title:
                President