**Exhibit10(f)(4)**

 

**ALLTELCORPORATION**

 

**Resolution of Board of Directors**

**January 28, 1999**

 

**Re: Amendments to Executive Deferred Compensation Plan and**

**Deferred Compensation Plan for Directors**

 

**WHEREAS,**the ALLTEL Corporation Executive Deferred CompensationPlan is currently maintained under an October 1, 1993 Restatement, as amended(the “Executive Plan”), and the ALLTEL Corporation Deferred Compensation Planfor Directors is currently maintained under an October 1, 1993 Restatement, asamended (the “Directors Plan”); and

 

**WHEREAS,**the Board of Directors of ALLTEL Corporation(“ALLTEL”) deems it desirable to make certain amendments to the Executive Planregarding the payment of benefits under the Executive Plan for certainParticipants, which shall also apply with respect to any deferrals of thoseParticipants under the ALLTEL Corporation Performance Incentive CompensationPlan, as amended (the “Performance Plan”), and the ALLTEL Corporation Long-TermPerformance Incentive Plan, as amended (the “Long-Term Performance Plan”), andto make certain amendments to the Directors Plan regarding the payment ofbenefits under the Directors Plan for certain Participants;

 

**NOW, THEREFORE, BE IT RESOLVED,** that Article IV of the Executive Plan,be and it hereby is, amended to provide as follows:

 

**ARTICLE IV**

**AMENDMENT AND TERMINATION**

 

The Company reserves the right to amend or terminatethe Plan at any time by action of its Board of Directors, and reserves theright to amend the Plan at any time by action of its Chief Executive Officer toprovide that a Participant shall be paid a single lump sum payment of thebalance to the Participant’s credit under the Plan as of the close of businesson December 31, 1998, in lieu of all other amounts that otherwise would be paidin accordance with the Plan to the Participant after December 31, 1998; exceptthat no such action shall modify any election by a Participant or deny anybenefit under the Plan applicable to Compensation deferred by a Participantprior to the date of such amendment or termination unless the Participantconsents thereto.

 

**RESOLVED FURTHER,**that the foregoing amendments to the Executive Planshall apply with respect to the Performance Plan and the Long-Term PerformancePlan.

 

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**RESOLVED FURTHER,**that Article IV of the Directors Plan be, and ithereby is, amended to provide as follows:

 

**ARTICLE IV**

**AMENDMENT AND TERMINATION**

 

The Company reserves the right to amend or terminatethe Plan at any time by action of its Board of Directors, and reserves theright to amend the Plan at any time by action of its Chief Executive Officer toprovide that a Participant shall be paid a single lump sum payment of thebalance to the Participant’s credit under the Plan as of the close of businesson December 31, 1998, in lieu of all other amounts that otherwise would be paidin accordance with the Plan to the Participant after December 31, 1998; exceptthat no such action shall modify any election by a Participant or deny anybenefit under the Plan applicable to Fees deferred by a Participant prior tothe date of such amendment or termination unless the Participant consentsthereto.

 

 

**RESOLVED FURTHER,** that the officers of ALLTEL be, and they hereby are,authorized and directed, for and on behalf of ALLTEL, to take all actions andto execute all documents as they deem necessary or appropriate to rendereffective and otherwise to fully carry out the intent and purposes of theforegoing resolutions and the transactions contemplated thereby.

 

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