**Exhibit10(o)(2)**

 

 

AMENDMENT NO. 1

TO

ALLTEL CORPORATION 401(k) PLAN

(January 1, 2001Restatement)

 

                WHEREAS, ALLTELCorporation (the “Company”) maintains the ALLTEL Corporation 401(k) Plan, asamended and restated effective January 1, 2001 (the “Plan”); and

 

WEREAS, the Company desires further to amend the Plan;

 

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

 

1.     Effective as of the Closing Date, asClosing Date is defined in the Asset Purchase Agreement between ALLTEL NewcoNo. 1, Inc. and Verizon South Inc. dated October 31, 2001, the last sentence ofSection 1.12 is amended to provide as follows:

 

Notwithstanding the foregoing provisions of theSection 1.12

 

(1)       an Employee who is to be permitted toparticipate in the Plan pursuant to that certain Agreement between ALLTELCorporation and International Brotherhood of Electrical Workers andCommunications Workers of America (the “Agreement”) shall not be excluded fromthe definition of Eligible Employees by paragraph (a) of this Section 1.12 forperiods with respect to which the Agreement so provides; and

 

(2)       an Employee who is to be permitted toparticipate in the Plan pursuant to a collective bargaining agreement betweenan Employer and IBEW Local 463 or a collective bargaining agreement between anEmployer and CWA covering employees in the State of  Kentucky (in either case, a “KY CBA Employee”) shall not beexcluded from the Definition of Eligible Employee by paragraph (a) of theSection 1.12 for periods with Respect to which the applicable collectivebargaining agreement so provides.

 

2.     Effective as of the Closing Date, asClosing Date is defined in the Asset Purchase Agreement between ALLTEL NewcoNo. 1, Inc. and Verizon South Inc. dated October 31, 2001, Section 13.11 isamended to provide as follows:

 

 

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13.11    OverridingProvisions Regarding Collective Bargaining Agreements

 

Notwithstanding any otherprovision of the Article XIII or any other provision of Plan to the contrary:

 

(a)       Except as otherwise provided below inthis Section 13.11, an Employee who is covered by a collective bargainingagreement between an Employer and a representative of such Employee shall notreceive any allocation(s) of Employer Qualified Nonelective Contribution(s),Basic Employer Matching Contribution(s), Additional Employer MatchingContribution(s), or any other Employer Contribution(s) (to the extent the Planprovides any other Employer Contribution(s)).

 

(b)       Employer Matching Contributions For KYCBA Employees:

 

(1)       A “KY CBA Employee” (as defined inSection 1.12) shall be eligible to receive Employer matching contributions asprovided in this clause (b).

 

(2)       For each “Contribution Period” (asdefined below in this clause (b)) for which a KY CBA Employee makes “SalaryDeferral Matched Contributions” (as defined below in this clause (b)), the KYCBA Employee shall receive an Employer matching contribution equal to the“Applicable Matching Amount” (as defined below) with respect to the KY CBAEmployee’s “Salary Deferral Matched Contributions” (as defined below in thisclause (b)) for that Contributions Period.

 

(3)       For purpose of this clause (b),“Contribution Period” shall mean each pay period of the KY CBA Employee.

 

For purposes of this clause (b), a KY CBA Employee’s“Salary Deferral Matched Contributions” shall mean the

 

 

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KY CBA Employee’s Salary Deferral Contributions thatare not in excess of 6% of the KY CBA Employee’s Compensation for theContribution Period.  For purposes ofthe immediately preceding  sentence,only Salary Deferral Contributions that are attributable to Compensation earnedas a KY CBA Employee shall be taken into account.

 

For purpose of this clause (b), the “ApplicableMatching Amount” shall mean:

 

(i)        in the case of a KY CBA Employee coveredby a collective bargaining agreement with IBEW Local 463, 66 cents for each $1of the KY CBA Employee’s Salary Deferral Matched Contributions for theContribution Period;

 

(ii)       in the case of a KY CBA Employee coveredby a collective bargaining agreement with the CWA:

 

(A)      for Contribution Periods ending prior toJuly 6, 2003, 75 cents for each $1 of the KY CBA Employee’s Salary DeferralMatched Contributions for the Contribution Period, and

 

(B)       for Contribution Periods ending afterJuly 5, 2003, 82 cents for each $1 of the KY CBA Employee’ s Salary DeferralMatched Contributions for the Contribution Period.

 

 

Employer matching contributions under this clause (b)shall be paid to the

 

 

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Trustee as soon as practicable after the end of eachContribution Period.  As of a ValuationDate occuring as soon as practicable after the Employer matching  contributions under this clause (b) for aContribution Period have been received by the Trustee, after the credits ordebits to each Participant’s Separate Accounts as required by Section 11.06, anamount equal to the Employer matching contribution under this clause (b)allocable to each Participant shall be credited to the Separate Account forsuch Participant.

 

Employer matching contributions under this clause (b)shall be treated as Basic Employer Matching Contributions (as defined inSection 1.03) for all purposes of the Plan other than this Section 13.11.

 

3.     Effective as of the Closing Date, asClosing Date is defined in the Asset Purchase Agreement between ALLTEL NewcoNo. 1, Inc. and Verizon South Inc. dated October 31, 2001, Appendix A isamended by adding at the end thereof the following:

 

(hh)     For a person who became an Employeepursuant to the Asset Purchase Agreement between ALLTEL Newco No. 1, Inc. andVerizon South Inc. dated October 31, 2001, in contemplated by the AssetPurchase Agreement, the Employee’s period or periods of employment with VerizonSouth Inc. and its affiliates prior to the person becoming an Employee.

 

4.     Effective as of the Closing Date, asClosing Date is defined in the Asset Purchase Agreement between ALLTEL NewcoNo. 1, Inc. and Verizon South Inc. dated October 31, 2001, Appendix B isamended by adding at the end thereof the following:

 

(f)        For the 2002 Plan Year, each person who

 

(i)        became an Employee during 2002 pursuantto the Asset Purchase Agreement between ALLTEL Newco No. 1, Inc

 

 

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and Verizon South Inc. dated October 31, 2001, inconnection with the transactions contemplated by the Asset Purchase Agreement.

 

5.     Effective as if originally included in theJanuary 1, 2001 Restatement of the Plan, the reference to “11.07” in Section13.04 is replaced with a reference to “11.06” in the one place that thereference appears.

 

6.     Effective as if originally included in theJanuary 1, 2001 Restatement of the Plan, the reference to “11.07” in Section13.05 is replaced with a reference to “11.06” in the one place that thereference appears.

 

7.     Effective as if originally included in theJanuary 1, 2001 Restatement of the Plan, the reference to “11.07” in Section13.06 is replaced with a reference to “11.06” in the one place that referenceappears.

 

IN WITNESS WHEREOF, the Company, by its dulyauthorized officer, has caused this Amendment to be executed on this 30th dayof July, 2002, to be effective as provided herein.

 

 

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

 

 

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AMENDMENT NO. 1

TO

ALLTEL CORPORATION401 (k) PLAN

(January 1, 2001Restatement)

 

 

                WHEREAS, ALLTEL Corporation (the “Company”) maintainsthe ALLTEL Corporation 401(k) Plan, as amended and restated effective January1, 2001 (the “Plan”); and

 

                WHEREAS, the Company has determined that there is aperceived ambiguity in the language of the Plan concerning the effective dateof the Aliant Communications, Inc. 401(k) Savings and Stock Ownership mergerinto the Plan and the Company desires to amend the Plan to clarify andambiguity;

 

                NOW, THEREFORE, BE IT RESOLVED, that Section 20.09 ofthe Plan is amended as follows:

 

1.       The first sentence of section (a) isdeleted and replaced in its entirety with the following sentence:

 

“(a)     Effective immediately following the end ofthe Plan Year ending December 31, 2001, the Aliant Communications 401(k)Savings and Stock ownership Plan (the “Aliant Plan”) shall be merged into andmade a part of the Plan, and the trust fund maintained in connection with theAliant Plan shall be added to the assets of the Trust Fund to be disposed ofunder the terms.”

 

The first sentence ofsection (b) is deleted and replaced in its entirety with the followingsentence:

 

“(b)     Effective immediately following the end ofthe Plan Year ending December 31, 2001, Separate Accounts shall be establishedin accordance with the provisions of Section 11.07 in the name of each personwho as of the close of business on December 31, 2001 was a participant orbeneficiary with an interest under the Aliant Plan.”

 

IN WITNESS WHEREOF, the Company, by its duly authorized officer, hascaused this Amendment to be executed as of this 3rd day of September 2002, tobe effective as stated herein.

 
|   | ALLTEL CORPORATION |
|--------|--------------------|
|   |               |   |
|   |               |   |
|   | By:                |  /s/ Scott T.  Ford |
|   |               | President and Chief  Executive Officer |

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