**Exhibit 10(k)(3)**

 

AMENDMENT NO. 2TOALLTEL CORPORATION PENSION PLAN(January 1, 2001 Restatement)

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

WHEREAS,the Company desires further to amend the Plan;

NOWTHEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan, effectiveas set forth herein, in the respects hereinafter set forth:

1.     Effectiveas of August 1, 2002, subparagraph (i) of paragraph (b) of Section 8.2 ofAppendix OO to the Plan is amended by adding at the end thereof the following:

For anEmployee who is described in Section 8.1 and to whom subsection (a) of Section7.7 of this Appendix OO applies, subsection (a) of Section 7.7 of this AppendixOO shall be applied by taking into account amounts earned after December 31,2002 in determining the Employee’s “Total Monthly Compensation” (as defined inand used for purposes of Article XXII of the Former Plan).

2.     Effectiveas of May 20, 2002, Table 1, Pension Band Classifications (Effective October16, 2001) of Appendix MM of the Plan is amended by replacing the Pension Bandof the Small Systems Technician to the following:

| Job Classification       |   | Pension Band                                         |
|--------------------------|--------|------------------------------------------------------|
|                     |   |                                                 |
| Small Systems Technician |   | 12  (13 effective 05/01/02)  (16 effective 05/20/02) |
|                     |   |                                                 |

3.     Effectiveimmediately following execution of an amendment to the ALLTEL CorporationProfit-Sharing Plan (the “PSP”) to exclude periods of employment with AccucommTelecommunications Inc. prior to January 7, 2002 from counting as years ofeligibility service under the PSP for determining eligibility to receive anallocation of forfeitures under the PSP for plan year 2002, Section 13 ofthe Plan is amended by adding the following Section 13.39 thereto:

13.39                       Employeesof Accucomm Telecommunications Inc.

## (a)                                  Effective Date — January 7,2002.

## (b)                                 Account - None.

## 

##  

## (c)                                  Minimum NormalRetirement Pension - None.

## (d)                                 Minimum EarlyRetirement Pension - None.

## (e)                                  MinimumDisability Retirement Pension - None.

## (f)                                    MinimumDeferred Vested Pension - None.

## (g)                                 Minimum DeathBenefit - None.

## (h)                                 Prior PlanOffset - Not Applicable.

## (i)                                     ProvisionRelative to Section 401(a)(12) of the Code - Not Applicable.

## (j)                                     Miscellaneous - SeeAPPENDIX PP - SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES OFACCUCOMM TELECOMMUNICATIONS INC., which follows immediately hereafter.

##  

## APPENDIX PP****SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEESOFACCUCOMM TELECOMMUNICATIONS INC.

Effective as of January 7, 2002, certain employees ofAccucomm Telecommunications Inc.****became employees of the Controlled Group.

Notwithstanding any other provision of the Plan, effectiveJanuary 7, 2002, the Plan is modified as set forth below with respect to activeemployees of Accucomm Telecommunications Inc. who became employees of theControlled Group on January 7, 2002.

# A.            Section 1.07is modified by adding to the definition thereof the following:

                                                1.07PP                    “BasicCompensation” shall include only amounts earned on and after January 7, 2002.

# B.            Section 1.14is modified by adding to the definition thereof the following:

                                                1.14PP                    “Compensation”shall include only amounts earned after on and after January 7, 2002.

# C.            Section 1.37(g)is modified as follows:

                                                1.37(g)PP               VestingService

 

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### (a)                                  AParticipant’s eligibility for benefits under the Plan shall be determined byhis period of Vesting Service, in accordance with the following:

#### (i)                                     Service Prior to January 7, 2002:  An Employee’s period(s) of employment withAccucomm Telecommunications Inc. prior to January 7, 2002, shall be counted asVesting Service to the extent that such periods would have counted under thePlan if such employment had been with the Company.

#### (ii)                                  Service From and After January 7,2002:  In accordance with the provisionsof Section 1.37(g).

#### (iii)                               Notwithstanding any other provision ofthe Plan, there shall be no duplication of Vesting Service (or Vesting Years ofService) by reason of any restoration of, crediting of, or granting of servicein respect of any single period or otherwise.

# D.            Section 1.37(d)is modified as follows:

                                                1.37(d)PP               BenefitService

### (a)                                  The amount ofthe benefit payable to or on behalf of a Participant shall be determined on thebasis of his Benefit Service, in accordance with the following:

#### (i)                                     Benefit Service Prior to January 7,2002:  None.

#### (ii)                                  Benefit Service From and After January 7,2002:  In accordance with the provisionsof Section 1.37(d).

# E.             Section 1.37(f)is modified as follows:

                                                1.37(f)PP**               **EligibilityYear of Service

### (a)                                  AParticipant’s Eligibility Years of Service under the Plan shall be determinedin accordance with the following:

#### (i)                                     Service Prior to January 7, 2002:  An Employee’s period(s) of employment withAccucomm Telecommunications Inc. prior to January 7, 2002, shall be counted asEligibility Years of Service to the extent that such periods would have countedunder the Plan if such employment had been with the Company.

#### (ii)                                  Service From and After January 7, 2002:  In accordance with the provisions ofSection 1.37(f).

####  

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#### 

####  

#### (iii)                               Notwithstanding any other provision ofthe Plan, there shall be no duplication of Eligibility Years of Service underthe Plan by reason of any restoration of, crediting of, or granting of servicein respect of any single period or otherwise.

4.     Effectiveimmediately following execution of an amendment to the ALLTEL CorporationProfit-Sharing Plan (the “PSP”) to exclude periods of employment withCenturyTel, Inc. prior to August 1, 2002 from counting as years of eligibilityservice under the PSP for determining eligibility to receive an allocation offorfeitures under the PSP for plan year 2002, Section 13 of the Plan isamended by adding the following Section 13.40 thereto:

13.40       Employees of CenturyTel, Inc.

## (a)                                  Effective Date — August 1,2002.

## (b)                                 Account - None.

## (c)                                  Minimum NormalRetirement Pension - None.

## (d)                                 Minimum EarlyRetirement Pension - None.

## (e)                                  MinimumDisability Retirement Pension - None.

## (f)                                    MinimumDeferred Vested Pension - None.

## (g)                                 Minimum DeathBenefit - None.

## (h)                                 Prior PlanOffset - Not Applicable.

## (i)                                     ProvisionRelative to Section 401(a)(12) of the Code - Not Applicable.

## (j)                                     Miscellaneous - SeeAPPENDIX QQ - SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES OFCENTURYTEL, INC., which follows immediately hereafter.

##  

APPENDIX QQSPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEESOFCENTURYTEL, INC.

Effective as of August 1, 2002, certain employees ofCenturyTel, Inc. became employees of the Controlled Group.  Certain employees of CenturyTel, Inc. becameemployees after August 1, 2002, however, to the extent they transferredemployment pursuant to the Purchase Agreement, between CeturyTel, Inc. andALLTEL effective 

 

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July 31, 2002, the special provisions of this section shallapply by substituting the date of their transfer of employment for August 1,2002.

Notwithstanding any other provision of the Plan, effectiveAugust 1, 2002, the Plan is modified as set forth below with respect to activeemployees of CenturyTel, Inc. who became employees of the Controlled Group onAugust 1, 2002.

# A.            Section 1.07is modified by adding to the definition thereof the following:

                                                1.07QQ                   “BasicCompensation” shall include only amounts earned on or after August 1, 2002.

# B.            Section 1.14is modified by adding to the definition thereof the following:

                                                1.14QQ                   “Compensation”shall include only amounts earned on or after August 1, 2002.

# C.            Section 1.37(g)is modified as follows:

                                                1.37(g)QQ              VestingService

### (a)                                  AParticipant’s eligibility for benefits under the Plan shall be determined byhis period of Vesting Service, in accordance with the following:

#### (i)                                     Service Prior to August 1, 2002:  An Employee’s period(s) of employment withCenturyTel, Inc. prior to August 1, 2002, shall be counted as Vesting Serviceto the extent that such periods would have counted under the Plan if suchemployment had been with the Company.

#### (ii)                                  Service From and After August 1, 2002:  In accordance with the provisions ofSection 1.37(g).

#### (iii)                               Notwithstanding any other provision ofthe Plan, there shall be no duplication of Vesting Service (or Vesting Years ofService) by reason of any restoration of, crediting of, or granting of servicein respect of any single period or otherwise.

# D.            Section 1.37(d)is modified as follows:

                                                1.37(d)QQ              BenefitService

### (a)                                  The amount ofthe benefit payable to or on behalf of a Participant shall be determined on thebasis of his Benefit Service, in accordance with the following:

###  

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#### (i)                                     Benefit Service Prior to August 1,2002:  None.

#### (ii)                                  Benefit Service From and After August 1,2002:  In accordance with the provisionsof Section 1.37(d).

# E.             Section 1.37(f)is modified as follows:

                                                1.37(f)QQ               EligibilityYear of Service

### (a)                                  AParticipant’s Eligibility Years of Service under the Plan shall be determinedin accordance with the following:

#### (i)                                     Service Prior to August 1, 2002:  An Employee’s period(s) of employment withCenturyTel, Inc. prior to August 1, 2002, shall be counted as Eligibility Yearsof Service to the extent that such periods would have counted under the Plan ifsuch employment had been with the Company.

#### (ii)                                  Service From and After August 1, 2002:  In accordance with the provisions ofSection 1.37(f).

#### (iii)                               Notwithstanding any other provision ofthe Plan, there shall be no duplication of Eligibility Years of Service underthe Plan by reason of any restoration of, crediting of, or granting of servicein respect of any single period or otherwise.

INWITNESS WHEREOF, the Company, by its duly authorized officer, has caused thisAmendment No. 2 to ALLTEL Corporation Pension Plan (January 1, 2001Restatement) to be executed on this 14 day of March, 2003.
|   | ALLTEL CORPORATION |
|--------|--------------------|
|   |               |   |
|   |               |   |
|   | By:                | /s/ Scott T. Ford |
|   |               | Title: | President & CEO |

 

 

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