**Exhibit10(o)(3)**

 

AMENDMENT NO. 2

TO

ALLTEL CORPORATION 401(k)PLAN

(January 1, 2001Restatement)

 

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

 

WHEREAS, theCompany desires further to amend the Plan;

 

NOW, THEREFORE,the Company hereby amends the Plan in the respects hereinafter set forth:

 

1.  Effective as of October 1, 2002, a newSection 1.46 is added to the Plan to provide as follows:

 

1.46                           Catch-Up Contributions

 

                                                The amount contributed to the Plan on aParticipant’s behalf by his Employer in accordance with his salary reductionagreement under Section 12.09 of the Plan and Section 414(v) of the Code.

 

2.  Effective as of October 1, 2002, a newSection 12.09 is added to the Plan to provide as follows:

 

12.09                     Catch-Up Contributions

 

Effective for PlanYears beginning on and after January 1, 2002, a Participant who is eligible tomake Salary Deferral Contributions and who has attained fifty (50) years of ageprior to the end of the applicable Plan Year shall be eligible to make Catch-UpContributions in accordance with, and subject to the limitations of, Section414(v) of the Code.  Such Catch-UpContributions shall not be taken into account for purposes of the provisions ofthe Plan implementing the limitations of Section 402(g) and 415 of theCode.  The Plan shall not be treated asfailing to satisfy the provisions of the Plan implementing the requirements ofSections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, asapplicable, by reason of the allowance of such Catch-Up Contributions.

 

Catch-UpContributions shall not be taken into account for purposes of determiningEmployer Contributions, including Basic Employer Matching Contributions andAdditional Employer Matching Contributions.

 

Effective as ofthe date he becomes a Participant, or the beginning of any subsequent payrollperiod, each Participant may elect, in the manner and with such advance noticeperiod as the Plan Administrator shall prescribe, to have Catch-UpContributions made to the Plan on his behalf by his Employer 

 

 

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as hereinafterprovided.  A Participant’s electionshall include his authorization for his Employer to reduce his Compensation andto make Catch-Up Contributions on his behalf. Catch-Up Contributions shall be accounted for in a Sub-Account, andshall be invested according to the investment elections attributable to SalaryDeferral Contributions.

 

3.  Effective as of October 1, 2002, the firstsentence of Section 7.02 of the Plan is amended to provide as follows:

 

In no event shallthe amount of the Salary Deferral Contributions made on behalf of a Participantfor his taxable year, when aggregated with any elective contributions made onbehalf of the Participant under any other plan of an Employer or any othermember of the Controlled Group for his taxable year, exceed the Code Section402(g) limit, except to the extent permitted under Section 414(v) of the Code.

 

4.  Effective as of October 1, 2002, the firstsentence following the introductory clause of Section 7.05 of the Plan isamended to provide as follows:

 

For yearsbeginning after December 31, 2001, except to the extent permitted under Section414(v) of the Code, the annual addition with respect to a Participant for alimitation year shall not exceed the lesser of (i) $40,000, as adjusted forincreases in the cost-of-living under Section 415(d) of the Code andregulations issued thereunder or (ii) 100% of the Participant’s compensationwithin the meaning of Section 415(c)(3) of the Code, and regulations issuedthereunder for the limitation year; provided, however, that the limit in clause(i) shall be prorated for any short limitation year.

 

5.  Effective as of January 5, 2002,Section 9.04 of the Plan is amended by adding a new subsection (f) atthe end thereof to provide as follows:

 

(f)                                    In determining Years of EligibilityService for an Employee who was an employee of Euronet USA, Inc. and EFTNetwork Services, LLC d/b/a DASH Network (“Euronet”) immediately prior toJanuary 5, 2002, and became an Employee on January 5, 2002, the Employee’speriod or periods of employ­ment with Euronet prior to January 5, 2002 thatwould have been taken into account under the Plan if such period or periods ofemployment were service with a member of the Controlled Group, shall be countedas Years of Eligibility Service. Notwithstanding any other provision of the Plan, there shall be no duplicationof Years of Eligibility Service under the Plan by reason of service (or hoursof service) in respect of any single period or otherwise.

 

6.  Effective as of October 31, 2002,Section 9.04 of the Plan is amended by adding a new subsection (g) atthe end thereof to provide as follows:

 

(g)                                 In determining Years of EligibilityService for an Employee who was an employee of Accenture LLP (“Accenture”)immediately prior to October 31, 2002, and became an Employee on October 31,2002, the Employee’s period or periods of employ­ment with Accenture prior toOctober 31, 2002 

 

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                                                that would have been taken into accountunder the Plan if such period or periods of employment were service with amember of the Controlled Group, shall be counted as Years of EligibilityService.  Notwithstanding any otherprovision of the Plan, there shall be no duplication of Years of EligibilityService under the Plan by reason of service (or hours of service) in respect ofany single period or otherwise.

 

7.  Effective as of January 1, 2002, subsection(f) of Appendix B of the Plan is amended to provide as follows:

 

(f)            For the 2002 PlanYear, each person who

 

(i)                                     was an active employee of AccucommTelecommunications Inc. and became an Employee on January 7, 2002;

 

(ii)                                  was an active employee of CenturyTel,Inc. and became an Employee on August 1, 2002 or pursuant to the PurchaseAgreement between CenturyTel, Inc. and ALLTEL effective July 31, 2002;

 

(iii)                               became an Employee during 2002 pursuant to the AssetPurchase Agreement between ALLTEL Newco No. 1, Inc. and Verizon South Inc.dated October 31, 2001, in connection with the transactions contemplated by theAsset Purchase Agreement;

 

(iv)                              was an active employee of Euronet USA,Inc. or EFT Network Services, LLC d/b/a DASH Network and became an Employee onJanuary 5, 2002;

 

(v)                                 was an active Employee of Accenture LLPand became an Employee on October 31, 2002; or

 

(vi)                              was an active Employee of Harris Trustand Savings Bank and became an Employee on June 17, 2002.

 

                IN WITNESS WHEREOF, the Company,by its duly authorized officer, has caused this Amendment to be executed onthis 14 day of March, 2003.

 

 
|   | ALLTEL CORPORATION |
|--------|--------------------|
|   |               |   |   |
|   |               |   |   |
|   | By:                | /s/  Scott T. Ford |
|   |               | Title: | President & CEOt |
|        |                    |  |  |  |

 

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