**Exhibit(10)(c)(4)(a)**

 

**AMENDMENTTO CHANGE IN CONTROL AGREEMENT**

 

 

THIS AMENDMENT  (this“Amendment”), effective as of October 23, 2003, by and between ALLTELCorporation, a Delaware corporation (the “Corporation”), and Francis X. Frantz(“Executive”), amends that certain Agreement, dated as of October 24, 1994, byand between the Corporation and Executive (the “Agreement”).

 

In considerationof the mutual covenants and agreements herein contained, and other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree to amend the Agreement as follows:

 

1.  Section 1(C) of the Agreement is herebyamended by deleting subsection (iv) in its entirety and changing subsection(iii) to read as follows:

 

(iii) The consummation of(A) a merger or consolidation of the Corporation, statutory share exchange, orother similar transaction with another corporation, partnership, or otherentity or enterprise in which either the Corporation is not the surviving or continuingcorporation or shares of common stock of the Corporation are to be convertedinto or exchanged for cash, securities other than common stock of theCorporation, or other property, (B) a sale or disposition of all orsubstantially all of the assets of the Corporation, or (C) the dissolution ofthe Corporation.

 

2.  Section 2of the Agreement is hereby amended by deleting the first sentence of Section 2in its entirety and substituting the following sentence therefor:

 

This Agreement shallbecome effective on the date hereof and, subject to the second sentence of thisSection 2, shall continue in effect until the earliest of (i) a Date ofTermination in accordance with Section 6 or the death of the Executive shallhave occurred prior to a Change in Control, (ii) if a Payment Trigger shallhave occurred during the term of this Agreement, the performance by theCorporation of all its obligations, and the satisfaction by the Corporation ofall its obligations and liabilities, under this Agreement, (iii) December 31,2007 if, as of December 31, 2007, a Change in Control shall not have occurredand be continuing, or (iv) in the event, as of December 31, 2007, a Change inControl shall have occurred and be continuing, either the expiration of suchperiod thereafter within which a Payment Trigger does not or can not occur orthe ensuing occurrence of a Payment Trigger and the performance by theCorporation of all of its obligations and liabilities under this Agreement.

 

3.  As amendedhereby, the Agreement shall be and remain in full force and effect.

 

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IN WITNESSWHEREOF, the parties have executed this Amendment as of the date first abovewritten.

 

 
|   | **ALLTEL  CORPORATION**               |
|--------|---------------------------------------|
|   |                                  |
|   |                                  |
|   | By:                                   | /s/ Scott T. Ford |   |
|   | Scott T. Ford                         |
|   | President and Chief Executive Officer |
|   |                                  |
|   |                                  |
|   | **EXECUTIVE:**                        |
|   |                                  |
|   |                                  |
|   |   /s/ Francis  X. Frantz         |   |
|   | Francis X. Frantz                     |
|   |                                  |

 

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