Unassociated Document


     

    Exhibit
      10(n)(11)

    AMENDMENT
      NO. 10

    TO

    ALLTEL
      CORPORATION 401(k) PLAN

    (January
      1, 2001 Restatement)

    


    WHEREAS,
      Alltel Corporation (the "Company") maintains the Alltel Corporation 401(k)
      Plan,
      as amended and restated effective January 1, 2001, and as subsequently amended
      (the "Plan"); and

     

    WHEREAS,
      the Company desires further to amend the Plan;

     

    NOW
      THEREFORE, BE IT RESOLVED, that the Company hereby amends the Plan in the
      respects hereinafter set forth:

     

    1. 
      Effective as of May 15, 2006, a new Section 20.12 is added to the Plan to
      provide as follows:

    


    
      	 	
              20.12

            	
              Merger
                of Georgia Telephone Corporation Profit Sharing
                Plan

            


    

    


    
      	 	
              (a)

            	
              Effective
                as of May 15, 2006, the Georgia Telephone Corporation Profit Sharing
                Plan
                (the "Georgia Plan") shall be merged into and made a part of the
                Plan, and
                the trust fund maintained in connection with the Georgia Plan shall
                be
                added to the assets of the Trust Fund to be disposed of under the
                terms,
                conditions, and provisions of the Plan and the Trust. On and after
                May 15,
                2006, except as otherwise expressly provided in this Section 20.12,
                the general provisions of the Plan shall govern with respect to the
                interests under the Georgia Plan of all persons, to the extent not
                inconsistent with any provisions of the Georgia Plan that may not
                be
                eliminated under Section 411(d)(6) of the Code (and the regulations
                thereunder).

            


    

     

    
      	 	
              (b)

            	
              As
                of May 15, 2006, Separate Accounts shall be established in accordance
                with
                the provisions of Section 11.07 in the name of each person who as of
                May 15, 2006 was a participant or beneficiary with an interest under
                the
                Georgia Plan. In addition to any credits or debits to the Separate
                Account
                of the persons described in the immediately preceding sentence on
                or after
                May 15, 2006, in accordance with the Plan’s general provisions, as of the
                date the assets of the trust fund of the Georgia Plan are received
                by the
                Trustee and deposited in the Trust Fund there shall be credited to
                each
                such Separate Account or Sub-Account, as applicable, the value of
                such
                person's prior separate account or sub-account of the corresponding
                type
                under the Georgia Plan as certified to the Plan Administrator by
                the plan
                administrator of the Georgia Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)

            	
              If
                a person who was a participant under the Georgia Plan incurred a
                forfeiture under the Georgia Plan prior to May 15, 2006 and resumes
                employment covered under the Plan such that restoration of that forfeiture
                would be required under the Georgia Plan as in effect on May 15,
                2006,
                such forfeiture shall be restored under the Plan in the same manner
                and
                under the same conditions as such forfeiture would have been restored
                under the Georgia Plan as in effect on May 15,
                2006.

            


    

    


    
      	 	
              (d)

            	
              Notwithstanding
                any other provision of the Plan to the contrary, each beneficiary
                designation under the Georgia Plan prior to May 15, 2006, shall apply
                to
                the Separate Accounts or Sub-Accounts established under
                Section 20.12(b) of the Plan, unless or until the applicable
                Participant designates a new beneficiary in which case Article XVII
                of the Plan shall apply.

            


    

    


    2. 
      Effective as of May 15, 2006, a new Section 20.13 is added to the Plan to
      provide as follows:

    


    
      	 	
              20.13

            	
              Merger
                of Accucomm Telecommunications, Inc. 401(k)
                Plan

            


    

    


    
      	 	
              (a)

            	
              Effective
                as of May 15, 2006, the Accucomm Telecommunications, Inc. 401(k)
                Plan (the
                "Accucomm Plan") shall be merged into and made a part of the Plan,
                and the
                trust fund maintained in connection with the Accucomm Plan shall
                be added
                to the assets of the Trust Fund to be disposed of under the terms,
                conditions, and provisions of the Plan and the Trust. On and after
                May 15,
                2006, except as otherwise expressly provided in this Section 20.13,
                the general provisions of the Plan shall govern with respect to the
                interests under the Accucomm Plan of all persons, to the extent not
                inconsistent with any provisions of the Accucomm Plan that may not
                be
                eliminated under Section 411(d)(6) of the Code (and the regulations
                thereunder).

            


    

     

    
      	 	
              (b)

            	
              As
                of May 15, 2006, Separate Accounts shall be established in accordance
                with
                the provisions of Section 11.07 in the name of each person who as of
                May 15, 2006 was a participant or beneficiary with an interest under
                the
                Accucomm Plan. In addition to any credits or debits to the Separate
                Account of the persons described in the immediately preceding sentence
                on
                or after May 15, 2006, in accordance with the Plan’s general provisions,
                as of the date the assets of the trust fund of the Accucomm Plan
                are
                received by the Trustee and deposited in the Trust Fund there shall
                be
                credited to each such Separate Account or Sub-Account, as applicable,
                the
                value of such person's prior separate account or sub-account of the
                corresponding type under the Accucomm Plan as certified to the Plan
                Administrator by the plan administrator of the Accucomm
                Plan.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)

            	
              If
                a person who was a participant under the Accucomm Plan incurred a
                forfeiture under the Accucomm Plan prior to May 15, 2006 and resumes
                employment covered under the Plan such that restoration of that forfeiture
                would be required under the Accucomm Plan as in effect on May 15,
                2006,
                such forfeiture shall be restored under the Plan in the same manner
                and
                under the same conditions as such forfeiture would have been restored
                under the Accucomm Plan as in effect on May 15,
                2006.

            


    

    


    
      	 	
              (d)

            	
              Notwithstanding
                any other provision of the Plan to the contrary, each beneficiary
                designation under the Accucomm Plan prior to May 15, 2006, shall
                apply to
                the Separate Accounts or Sub-Accounts established under
                Section 20.13(b) of the Plan, unless or until the applicable
                Participant designates a new beneficiary in which case Article XVII
                of the Plan shall apply.

            


    

    


    IN
      WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
      Amendment No. 10 to the Alltel Corporation 401(k) Plan (January 1, 2001
      Restatement) to be executed on this 12th day of May, 2006.

     

    ALLTEL
      CORPORATION

    


    


    By:
      /s/ Scott T.
      Ford                                           
 

    Title:
      President and Chief Executive Officer