Unassociated Document


     

    Exhibit
      10(n)(12)


    AMENDMENT
      NO. 11

    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 July 1, 2006, a new Article XXXI is added to the end of the
      Plan
      to provide as follows:

    


    ARTICLE
      XXXI

    TRANSFER
      OF BENEFITS WITH RESPECT TO

    ALLTEL
      HOLDING CORP. (WIRELINE) SPINOFF

    


    31.01  Definitions

    


    For
      purposes of this Article XXXI, the following definitions shall
      apply:

    


    
      	 	
              (a)

            	
              The
                "Transfer Agreement" shall mean the Employee Benefits Agreement between
                Alltel Corporation and Alltel Holding Corp. dated as of December
                8,
                2005.

            


    

    


    
      	 	
              (b)

            	
              The
                "Transfer Assets" shall mean the accounts (and assets held therein)
                of
                Transfer Individuals to be transferred to the Transfer Plan in accordance
                with the provisions of the Transfer
                Agreement.

            


    

    


    
      	 	
              (c)

            	
              A
                "Transfer Individual" shall mean the Spinco Employees and Spinco
                Individuals as defined in and designated as such in accordance with
                the
                Transfer Agreement as of June 30,
                2006.

            


    

    


    (d) The
      "Transfer Plan" shall mean the Windstream 401(k) Plan.

     

    31.02  Transfer
      of Assets

    


    The
      Company shall direct the Trustee to transfer the Transfer Assets to the
      trustee(s) for the Transfer Plan, in accordance with the provisions of the
      Transfer Agreement, to be held, administered, and disposed of by the trustee(s)
      of the Transfer Plan under the terms, conditions, and provisions of the Transfer
      Plan. The Transfer Plan shall provide that the Transfer Assets with respect
      to
      each Transfer Individual shall be 100% vested and shall be subject to any
      provision of the Plan that may not be eliminated under the Code (and regulations
      thereunder).

    


    31.03  Cessation
      of Participation

    


    Effective
      upon the transfer of Transfer Assets for a Transfer Individual as provided
      in
      Section 31.02, the Transfer Individual shall cease to be a Participant in the
      Plan, and thereafter neither the Transfer Individual nor any person claiming
      under or through the Transfer Individual shall have any benefits or rights
      under
      the Plan.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    31.04  Plan
      Continuing

    


    The
      Transfer Plan shall be deemed to be a continuation of the Plan with respect
      to
      the Transfer Individual, and the transfer of assets to the Transfer Plan shall
      not be deemed a termination or partial termination of the Plan with respect
      to
      the Transfer Individuals or otherwise.

    


    31.05  Overriding
      Provisions

    


    The
      provisions of this Article XXXI shall apply notwithstanding any other
      provisions of the Plan, except Section 3.07, and shall override any
      conflicting Plan provisions.

    


    2.
       Effective as of the date of the spin-off of Alltel Holding Corp.
      ("Spinco") from the Company and merger of Spinco into Valor Communications
      Group, Inc. (with the merged company to be known as Windstream Corporation),
      a
      new Article XXXII is added to the end of the Plan to provide as
      follows:

    


    ARTICLE
      XXXII

    BENEFITS
      WITH RESPECT TO CERTAIN EMPLOYEES WHOSE

    EMPLOYMENT
      TRANSFERS TO OR FROM WINDSTREAM

    


    32.01  Definitions

    


    For
      purposes of this Article XXXII, the following definitions shall
      apply:

    


    
      	 	
              (a)

            	
              A
                "Second Transfer Individual" shall mean a person who is designated
                as a
                Spinco Employee or Spinco Individual (as defined in and designated
                as such
                in accordance with the provisions of the Transfer Agreement as defined
                in
                Section 31.01(a)) on or after July 1, 2006 and prior to the spin-off
                of
                Alltel Holding Corp. and merger of Alltel Holding Corp. into Valor
                Communications Group, Inc. (with the merged company to be known as
                Windstream Corporation).

            


    

    


    
      	 	
              (b)

            	
              A
                "Transfer Individual" shall mean a person who (i) is an Employee
                and
                Participant immediately prior to the spin-off of Alltel Holding Corp.
                and
                merger of Alltel Holding Corp. into Valor Communications Group, Inc.
                (with
                the merged company to be known as Windstream Corporation) ("Windstream"),
                (ii) is not a Transfer Individual as defined in Section 31.01(c)
                or a
                Second Transfer Individual as defined in Section 32.01(a), and (iii)
                becomes employed with Windstream or a related entity at or after
                the
                merger and prior to January 1,
                2007.

            


    

    


    
      	 	
              (c)

            	
              A
                "Retransfer Individual" shall mean a person who (i) is an Employee
                immediately prior to the spin-off of Alltel Holding Corp. and merger
                of
                Alltel Holding Corp. into Valor Communications Group, Inc. (with
                the
                merged company to be known as Windstream), (ii) becomes employed
                with
                Windstream or a related entity at or after the merger and prior to
                December 31, 2006, and (iii) again is an Employee after the merger
                (to
                form Windstream) and prior to January 1,
                2007.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    32.02  Transfer
      of Benefits

    


    Article
      XXXI shall apply to a Second Transfer Individual except that the Company shall
      direct the Trustee to transfer the Transfer Assets with respect to the Second
      Transfer Individual to the trustee(s) for the Transfer Plan as soon as
      reasonably practicable after the spin-off of Alltel Holding Corp. and merger
      of
      Alltel Holding Corp. into Valor Communications Group, Inc. (with the merged
      company to be known as Windstream).

    


    32.03  Outstanding
      Loans

    


    Any
      outstanding loan of a Transfer Individual under the Plan shall be repaid by
      payroll withholding (if he again becomes an Employee), check or electronic
      funds
      transfer and otherwise continue to be administered in accordance with its terms
      and the applicable provisions of the Plan in effect at the time the loan was
      granted.

    


    32.04  Retransfer
      Individual Service

    


    The
      Retransfer Individual's period or periods of employment with Windstream or
      a
      related entity during 2006 shall be used in determining a Retransfer
      Individual's eligibility to participate if such period or periods of employment
      would have been taken into account under the Plan had such period or periods
      of
      employment been service with a member of the Controlled Group.

    


    3.
       Effective as of the date of the spin-off of Spinco from the Company and
      merger of Spinco into Valor Communications Group, Inc. (with the merged company
      to be known as Windstream Corporation), a new paragraph is added to the end
      of
      Section 11.01 of the Plan to provide as follows:

    


    The
      Trust
      Fund also shall include an Investment Fund known as the Windstream Stock Fund,
      which shall be invested primarily in common stock of Windstream Corporation,
      a
      Delaware Corporation, as the common stock is from time to time constituted.
      No
      monies may be contributed to or transferred to the Windstream Stock Fund other
      than the shares of Windstream Corporation received by the Plan in connection
      with the spin-off of Alltel Holding Corp. ("Spinco") from the Company and merger
      of Spinco into Valor Communications Group, Inc. (with the merged company to
      be
      known as Windstream Corporation).

    


    4.
       Effective as of the date of the spin-off of Spinco from the Company and
      merger of Spinco into Valor Communications Group, Inc. (with the merged company
      to be known as Windstream Corporation), a new Section 15.01(d) is added to
      the
      Plan to provide as follows:

    


    
      	 	
              (d)

            	
              The
                Participant or Beneficiary (including an alternate payee) may elect
                to
                have a distribution under this Section 15.01 distributed in shares
                of
                "Windstream Stock", as defined in the Trust Agreement, to the extent
                that
                the Separate Account from which distribution is being made was invested
                in
                the "Windstream Stock Fund", as defined in the Trust Agreement, on
                the
                Valuation Date applicable in determining the amount of the distribution.
                The number of shares of Windstream Stock to be distributed shall
                be
                determined based on the Valuation Date that was used to determine
                the
                amount that would have been distributed in cash and by using the
                value per
                share of Windstream Stock used for valuing the Windstream Stock Fund
                for
                such Valuation Date, with any fractional share converted to cash
                and
                payment of the value of the fractional share made in
                cash.

            


    

    


    5. 
      Effective as of January 1, 2006, Section 1.37 of the Plan is amended to provide
      as follows:

    


    1.37  
        Total
      and Permanent Disability

    


    
      	 	 	
              Permanent
                incapacity resulting in a Participant qualifying for benefits under
                the
                Employer's long-term disability
                plan.

            


    

    


    6.
       Effective for reemployments on or after July 1, 2006, Section 14.04 of the
      Plan is amended to provide as follows:

    


    14.04  Reemployment

    


    If
      a
      Participant whose Settlement Date has occurred is reemployed by an Employer
      or
      any other member of the Controlled Group, he shall lose his right to any
      distribution or further distributions from the Trust Fund arising from his
      prior
      Settlement Date and his interest in the Trust Fund with respect to such amounts
      shall thereafter be treated in the same manner as that of any other Participant
      whose Settlement Date has not occurred, and such prior election, if any, of
      a
      form of payment hereunder shall be ineffective.

    


    7. 
      Effective as if originally included as part of paragraph 14 of Amendment No.
      9,
      for distributions made on or after March 28, 2005, the first paragraph of
      Section 15.02 is amended to provide as follows:

    


    Any
      distribution to the Participant that commences prior to his attainment of the
      age of 65 years shall require the written consent of the Participant within
      90
      days of the date of any such distribution if the value of the Participant's
      Separate Account at the time of such distribution exceeds $1,000. For purposes
      of the immediately preceding sentence, rollover contributions made to a
      Participant's Separate Account pursuant to Section 12.08 shall be taken into
      consideration in determining the value of a Participant's Separate
      Account.

    


    8. 
      Effective as of January 1, 2006, the first sentence of Section 18.05 of the
      Plan
      is amended to provide as follows:

    


    If
      a
      Participant fails to make or cause to be made, any payment required under the
      terms of the loan by the last day of the calendar quarter following the calendar
      quarter in which the required installment payment was due, the Plan
      Administrator may direct the Trustee to declare the loan to be in default,
      and
      the entire unpaid balance of such loan, together with accrued interest, shall
      be
      immediately due and payable.

     

    
       

      
        
        

        
          

        

      

      
        
        

      

    

    
      	      9.  	
              Effective
                as of January 20, 2006, a new Section 28.06 is added to the Plan
                to
                provide as follows:

            


    

    


    28.06  Extension
      of Coverage to Certain Georgia Employees

    


    Effective
      beginning January 20, 2006 and as more specifically hereinafter provided, the
      proviso to paragraph (a) of Section 1.12 shall not apply to and coverage under
      the Plan shall be extended to a person who on or after January 20, 2006 is
      an
      Employee and who or before January 20, 2006 was in the bargaining unit described
      in National Labor Relations Board Case 10-RD-01448 (a "Decertified Employee"):
      Effective for payroll periods commencing after January 20, 2006, a Decertified
      Employee who on or after January 20, 2006 would be an Eligible Employee but
      for
      the proviso to paragraph (a) of Section 1.12 may elect to become a Participant
      and to have Salary Deferral Contributions made to the Plan on his behalf by
      his
      Employer as provided under Article XII.

    


    IN
      WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
      Amendment No. 11 to the Alltel Corporation 401(k) Plan (January 1, 2001
      Restatement) to be executed on this 13th
      day of
      June, 2006.

     

    ALLTEL
      CORPORATION

    


    


    By:
      /s/ Scott T.
      Ford                                           
 

    Title:
      President and Chief Executive Officer