**Exhibit(10)(e)(2)**

** **

**ALLTEL CORPORATION**

 

**Resolutions of the Board of DirectorsOctober 23, 2003**

 

**Re: Amendments to ALLTEL Corporation Supplemental Executive Retirement Plan**

 

**WHEREAS,** ALLTELCorporation (“ALLTEL”) maintains the ALLTEL Corporation Supplemental ExecutiveRetirement Plan (First Restatement) (the “Restated SERP”); and

 

**WHEREAS,**the Board of Directors deems itadvisable to amend the Restated SERP in the manner set forth in theseresolutions;

 

**NOW, THEREFORE, BE IT RESOLVED** that,effective October 23, 2003, but with respect only to Kevin L. Beebe, Michael T.Flynn, Scott T. Ford, Jeffrey H. Fox, Francis X. Frantz, Jeffery R. Gardner,and any person who is designated as a participant in the Restated SERP by anaction of the Board of Directors taken after October 23, 2003, the RestatedSERP is amended as follows:

 

1.             Section 2.01(b) isamended to provide as follows:

 

(b)           “Benefit Percentage”means:

 

(1)           with respect to aParticipant whose Normal Retirement Date has occurred, sixty percent (60%);

 

(2)           with respect to aParticipant whose Normal Retirement Date has not occurred but whose EarlyRetirement Date has occurred:

 

(a)           if the Participant’sSpecial Early Retirement Date has not occurred, forty-five percent (45%),increased, but not to in excess of sixty percent (60%), by the addition of apercentage equal to the product of fifteen percent (15%) and a fraction, thenumerator of which is the number of completed calendar months of service of theParticipant with the Controlled Group occurring in and after the calendar monthin which his Early Retirement Date occurred and prior to his Normal RetirementDate, and the denominator of which is the number of completed calendar monthsof service with the Controlled Group the Participant would have if he remainedcontinuously employed with the Controlled Group in and after the calendar monthin which the Participant’s Early Retirement Date occurred until the last day ofthe calendar month immediately preceding the date on which his NormalRetirement Date would

 

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occur if he remainedcontinuously employed by the Controlled Group; or

 

(b)           if the Participant’sSpecial Early Retirement Date has occurred, the greater of:

 

(i)            forty-five percent(45%), increased, but not to in excess of sixty percent (60%), by the additionof a percentage equal to the product of fifteen percent (15%) and a fraction,the numerator of which is the number of completed calendar months of service ofthe Participant with the Controlled Group occurring in and after the calendarmonth in which his Early Retirement Date occurred and prior to his NormalRetirement Date, and the denominator of which is the number of completedcalendar months of service with the Controlled Group the Participant would haveif he remained continuously employed with the Controlled Group in and after thecalendar month in which the Participant’s Early Retirement Date occurred untilthe last day of the calendar month immediately preceding the date on which hisNormal Retirement Date would occur if he remained continuously employed by theControlled Group; or

 

(ii)           forty percent (40%),increased, but not to in excess of sixty percent (60%), by the addition ofone-half of one percent (.50%) for each of the Participant’s Special EarlyRetirement Benefit Points; or

 

(3)           with respect to aParticipant whose Normal Retirement Date has not occurred and whose EarlyRetirement Date has not occurred but whose Special Early Retirement Date hasoccurred, forty percent (40%), increased, but not to in excess of sixty percent(60%), by the addition of one-half of one percent (.50%) for each of theParticipant’s Special Early Retirement Benefit Points.

 

2.             Section2.01(g) is amended to provide as follows:

 

(g)           “Compensation” means,with respect to the Controlled Group, for a calendar year, the sum of: (a) theParticipant’s base salary paid to the Participant during the calendar year; and(b) the total of all amounts paid to the Participant pursuant to all short-termincentive compensation plans during the calendar year; and (c) if a PaymentTrigger has occurred with respect to the Participant, the total of all

 

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amounts paid to the Participant pursuant to alllong-term incentive compensation plans during the calendar year.

 

For purposes of this definition, short-term incentivecompensation plans shall include, without limitation, the ALLTEL CorporationPerformance Incentive Compensation Plan or any successor thereto as in effectfrom time to time, and any short-term incentive bonus plan or arrangement thatprovides for payment of cash compensation, and shall exclude, withoutlimitation, the ALLTEL Corporation Long-Term Performance Incentive CompensationPlan or any successor thereto as in effect from time to time, any arrangementproviding incentive compensation determined on the basis of a measuring periodin excess of twelve calendar months, the ALLTEL Corporation Executive DeferredCompensation Plan or any successor thereto as in effect from time to time, theALLTEL Corporation 1998 Management Deferred Compensation Plan or any successorthereto as in effect from time to time, any plan qualified or intended to bequalified under Section 401(a) of the Code and any plan supplementary thereto,executive fringe benefits, and any plan or arrangement under which stock, stockoptions, stock appreciation rights, restricted stock or similar options, stock,or rights are issued.

 

For purposes of this definition, long-term incentivecompensation plans shall include, without limitation, the ALLTEL CorporationLong-Term Performance Incentive Compensation Plan or any successor thereto asin effect from time to time, and any long-term incentive bonus plan orarrangement that provides for payment of cash compensation, and shall exclude,without limitation, the ALLTEL Corporation Performance Incentive CompensationPlan or any successor thereto as in effect from time to time, any arrangementproviding incentive compensation determined on the basis of a measuring periodnot in excess of twelve calendar months, the ALLTEL Corporation ExecutiveDeferred Compensation Plan or any successor thereto as in effect from time totime, the ALLTEL Corporation 1998 Management Deferred Compensation Plan or anysuccessor thereto as in effect from time to time, any plan qualified orintended to be qualified under Section 401(a) of the Code and any plansupplementary thereto, executive fringe benefits, and any plan or arrangementunder which stock, stock options, stock appreciation rights, restricted stockor similar options, stock, or rights are issued.

 

Notwithstanding the foregoing:  (1) Compensation shall not be affected byany compensation reduction pursuant to a “cafeteria plan” as defined in Section125 of the Code; (2)  Compensation shallnot be affected by the deferral of any amount that would otherwise constituteCompensation under any cash-or-deferred arrangement under Section 401(k) of theCode or under any nonqualified arrangement, and any such deferred amount (thatwould otherwise be Compensation) shall be credited to the Participant asCompensation during the

 

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calendar year when the deferred amount would have beenpaid (in the absence of the deferral election) rather than during the periodwhen the deferred amount is paid; and (3) in no event shall any of thefollowing be included as Compensation: (a) any bonus payment not paid pursuantto a formalized incentive compensation plan or arrangement covering executivesof the Controlled Group; (b) any payment, whether paid before or afteremployment termination, pursuant to or in respect of any severance or change incontrol plan, arrangement, or agreement, including, without limitation, anyagreement covered by Section 2.01(u), the Amended and RestatedChange-In-Control Severance Agreement dated as of December 29, 1997 betweenKevin L. Beebe and 360° CommunicationsCompany, as amended, and the Amended and Restated Change-In-Control SeveranceAgreement dated as of December 29, 1997 between Jeffery R. Gardner and 360°Communications Company, as amended; and (c) any amount paid or payable underthe Plan.

 

3.             Section 2.01(q) isamended to provide as follows:

 

(q)           “Normal RetirementDate” means the date on which the earliest of the following has occurred withrespect to the Participant:  (1) theParticipant is alive, the Participant is an employee of the Controlled Group,the Participant has five or more Vesting Years of Service each of which wereearned in a calendar year beginning after the date on which occurred the actionof the Board designating the Participant as a participant in the Plan, and thelast day of the calendar month in which the Participant’s sixty-fifth(65th) birthday occurs has ended; or (2) the Participant is alive, theParticipant’s Early Retirement Date has occurred other than by reason of aPayment Trigger, and a Payment Trigger with respect to the Participant hasoccurred.

 

4.             Section 2.01(y) isamended to provide as follows:

 

(y)           “Retirement” means thatthe Participant is alive and is no longer an employee of any member of theControlled Group on a date occurring after the Participant’s Normal RetirementDate, after the Participant’s Early Retirement Date, or after the Participant’sSpecial Early Retirement Date.

 

5.             Article II is amendedby adding at the end thereof a new Section 2.01(dd) to provide as follows:

 

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(dd)         “Competition with ALLTEL”means that, prior to the Participant’s fifty-fifth (55th) birthday,the Participant, directly or indirectly (whether as an officer, director,employee, sales representative, agent, principal, proprietor, consultant,advisor, partner, lender, investor or otherwise), engages in any aspect of thecommunications business in which the Controlled Group is engaged as a materialportion of its business or any other business in which the Controlled Group isengaged as a material portion of its business; except that the foregoingprovisions shall not prevent the Participant from owning, solely for investmentpurposes, up to five percent of the issued and outstanding capital stock of anypublicly traded company, or serving on the board of directors of any companythat the Chief Executive Officer of the Company approves, which approval shallnot be unreasonably withheld.

 

6.             Article II is amendedby adding at the end thereof a new Section 2.01(ee) to provide as follows:

 

(ee)         “Special Early RetirementDate” means the date on which the following has occurred with respect to theParticipant:  the Participant is alive,the Participant is an employee of the Controlled Group, the last day of thecalendar month in which the Participant’s forty-fifth (45th) birthdayoccurs has ended, and either (1) the Participant is a “Current Participant” (asdefined in Section 3.07), or (2) the Participant is not a “Current Participant”(as defined in Section 3.07) and the Participant has five or more Vesting Yearsof Service each of which were earned in a calendar year beginning after thedate on which occurred the action of the Board designating the Participant as aparticipant in the Plan.

 

7.             Article II isamended by adding at the end thereof a new Section 2.01(ff) to provide asfollows:

 

(ff)           “Special EarlyRetirement Benefit Points” means with respect to a Participant the amount (ifany) by which the sum of the Participant’s age at the Participant’s most recentbirthday and the number of the Participant’s Vesting Years of Service exceeds50.

 

8.             Article III isamended by adding at the end thereof a new Section 3.06 to provide as follows:

 

Section 3.06.  Non-Payment/Recovery of CertainRetirement Benefits For Competition. Notwithstanding any other provision of the Plan: If the Retirement of aParticipant occurs prior to the Participant’s Early Retirement Date and priorto the Participant’s fifty-fifth (55th) birthday, no benefits under thePlan with respect to the Participant shall be paid or payable with respect toany calendar month during which the Participant is in Competition with ALLTEL,and the Company shall be entitled to

 

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recover (including, without limitation, by offsetagainst future benefits otherwise payable under the Plan) from the Participantthe aggregate dollar amount of any benefits under the Plan paid to or withrespect to the Participant with respect to any calendar month during which theParticipant is in Competition with ALLTEL. (Benefits otherwise payable under the Plan shall resume for calendarmonths following the calendar month in which the Participant ceases to be in(and is not in) Competition with ALLTEL.)

 

9.             ArticleIII is amended by adding at the end thereof a new Section 3.07 to provide asfollows:

 

Section 3.07.  Special Early Retirement AdditionalService Requirement and Related Provisions For Certain Participants.  Notwithstanding any other provision of thePlan, and with respect only to Kevin L. Beebe, Michael T. Flynn, Scott T. Ford,Jeffrey H. Fox, Francis X. Frantz, and Jeffery R. Gardner (for purposes of thisSection 3.07 and Section 2.01(ee), each a “Current Participant”): ACurrent Participant shall not be eligible for, qualify for, or receive anybenefits under the Plan with respect to a Special Early Retirement Date and aCurrent Participant’s Special Early Retirement Date (or any Retirement withrespect thereto) shall not occur for any purpose under the Plan prior to thedate on which the Current Participant has three or more Vesting Years ofService each of which were earned in a calendar year beginning afterDecember 31, 2003.

 

10.           The first sentence ofSection 5.01 is amended to provide as follows:

 

The Board from time to time may amend, suspend, orterminate, in whole or in part, any or all of the provisions of the Plan,effective as of any date specified in the action by the Board, except that nosuch action, other than an action that increases benefits provided by the Plan,taken by the Board on or after the date a Change in Control or Payment Triggerhas occurred with respect to a Participant or on or after the date on which aParticipant’s Special Early Retirement Date, Early Retirement Date, NormalRetirement Date, or death, as applicable, has occurred shall be effective withrespect to the Participant (or the Participant’s Spouse, spouse, dependents orother person claiming through the Participant or Spouse), unless theParticipant, spouse or Spouse consents in writing thereto.

 

**RESOLVED FURTHER,** that the officers ofALLTEL be, and each of them hereby is, authorized and directed, for and onbehalf of ALLTEL, to do any and all things necessary or appropriate to carryout the foregoing amendment.

 

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