Unassociated Document


     

    Exhibit
      10(j)(16)


    AMENDMENT
      NO. 15

    TO

    ALLTEL
      CORPORATION PENSION PLAN

    (January
      1, 2001 Restatement)

    


    WHEREAS,
      Alltel Corporation (the "Company") maintains the Alltel Corporation Pension
      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, effective
      as
      set forth herein, in the respects hereinafter set forth:

    


    1.    Effective
      as if originally included in Amendment No. 14 to the Plan, item 44 of the
      Amendment No. 14 is amended by replacing "13.15" with "13.17".

    


    2.    Effective
      as if originally included in Amendment No. 14 to the Plan, Section 25(a) of
      the
      Plan is amended to provide as follows:

    


    The
      provisions of this Article XXV shall apply to a Participant who had elected
      to
      make mandatory employee contributions to a Prior Plan as described in Section
      6.08A of Appendix A to Section 13.02, Section 7.05E of Appendix E to Section
      13.06, Section 6.08H of Appendix H to Section 13.09 or Section 2.4 of Appendix
      I
      to Section 13.09 and has not withdrawn or otherwise commenced a benefit under
      the Plan with respect to such mandatory employee contributions, with interest
      (the "Mandatory Employee Contributions").

    


    3.    Effective
      as of June 20, 2006, Section 25.01(c) of the Plan is amended to provide as
      follows

    


    (c)   The
      provisions of Section 25.03 shall not apply to an Employee who is covered by
      a
      collective bargaining agreement providing for coverage under the Plan or was
      an
      Employee covered by the collective bargaining agreement providing for coverage
      under the Plan at his Termination of Employment.

    


    4.    Effective
      for distributions commencing on or after June 20, 2006 and any single sum (lump
      sum) payment made as of a date on or after June 20, 2006, Section 1.03(a)(iii)
      is amended to provide as follows 

    


    (iii)   Except
      as
      otherwise provided herein, any other actuarial equivalence shall be determined
      as follows: on the basis of the RP-2000 Mortality Table for Combined Healthy
      lives equally weighted for male and female mortality projected to 2007, assuming
      25% blue collar and 75% white collar employee participation, with interest
      at 5%
      per annum.

    


    5.    Effective
      as of June 21, 2006, a new Article XXVI is added to the end of the Plan to
      provide as follows:

    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    ARTICLE
      XXVI

    TRANSFER
      OF BENEFITS WITH RESPECT TO ALLTEL HOLDING CORP. (WIRELINE)
      SPINOFF

     

    26.01   Definitions

     

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

     

    (a) "Effective
      Date" shall mean June 21, 2006, except that, for a Second Transfer Individual,
      shall mean January 1, 2007.

     

    (b) "Second
      Transfer Individual" shall mean any person who (i) is an Employee and
      Participant on or after June 21, 2006 and prior to the spinoff 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 26.01(d)(i), and (iii)
      becomes employed with Windstream or related entity at or after the merger and
      prior to January 1, 2007. Notwithstanding the foregoing, a Second Transfer
      Individual shall not include a person who again is an Employee after the merger
      (to form Windstream) and prior to January 1, 2007.

     

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

     

    (d) "Transfer
      Individual" shall mean (i) the Spinco Employees and Spinco Individuals as
      defined in and designated as such effective as of June 20, 2006 in accordance
      with the provisions of the Transfer Agreement and (ii) a Second Transfer
      Individual.

     

    (e) The
      "Transfer Plan" shall mean the Windstream Pension Plan.

     

    
      	 	
              26.02

            	
              Transfer
                of Assets and Liabilities

            


    

     

    All
      liabilities for benefits of the Plan existing as of the Effective Date with
      respect to a Transfer Individual shall be transferred from the Plan to the
      Transfer Plan. The Company shall direct the Trustee to transfer assets to the
      trustee for the Transfer Plan with respect to the Transfer Individuals in an
      amount determined by the Company in accordance with the Transfer
      Agreement.

     

    
      	 	
              26.03

            	
              Cessation
                of Participation

            


    

     

    Effective
      as of the Effective Date applicable to him, a Transfer Individual shall cease
      to
      be a Participant in the Plan, and no Transfer Individual or any person claiming
      under or through any Transfer Individual shall have any benefits or rights
      under
      the Plan after the Effective Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              26.04

            	
              Vested
                Interest of Transfer
                Individuals

            


    

     

    The
      entire benefit of each Transfer Individual shall be transferred to the Transfer
      Plan, including any benefits in which the Transfer Individual does not have
      a
      nonforfeitable interest. The vested interest of each Transfer Individual in
      the
      Transfer Plan shall be determined under the provisions of the Transfer Plan,
      but
      in no event shall such vested interest be less than the Transfer Individual's
      vested interest under the Plan as of the Effective Date.

     

    
      	 	
              26.05

            	
              Plan
                Continuing

            


    

     

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

     

    
      	 	
              26.06

            	
              Overriding
                Provisions

            


    

     

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

     

    6.
       Effective
      as of January 1, 2007, Section 13 of the Plan is amended by adding the
      following Section 13.49 thereto:

     

    13.49   
       Employees
      of Windstream Corporation

     

    (a) Effective
      Date
      -
      January 1, 2007.

    


    (b) Account
      -
      None.

    


    (c) Minimum
      Normal Retirement Pension
      -
      None.

    


    (d) Minimum
      Early Retirement Pension
      -
      None.

    


    (e) Minimum
      Disability Retirement Pension
      -
      None.

    


    (f) Minimum
      Deferred Vested Pension
      -
      None.

    


    (g) Minimum
      Death Benefit
      -
      None.

    


    (h) Prior
      Plan Offset
      - Not
      Applicable.

    


    (i) Provision
      Relative to Section 401(a)(12) of the Code
      -
      Notwithstanding any other provision of this Plan, in the event of the
      termination of the Plan, each participant of the Plan

       
       who has a benefit under the Plan attributable to the Former Plan as
      defined in Appendix ZZ shall receive a benefit which is equal to or greater
      than
      the benefit he would have

       
       been entitled to receive if the Former Plan had terminated immediately
      prior to January 1, 2007.

    


    (j) Miscellaneous
      - See
      APPENDIX ZZ - SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES OF
      WINDSTREAM CORPORATION, which follows immediately

       
       hereafter.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      ZZ

     

    SPECIAL
      PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES

     

    OF

     

    WINDSTREAM
      CORPORATION

     

    Pursuant
      to the Employee Benefits Agreement between Alltel Corporation and Alltel Holding
      Corp. dated as of December 8, 2005, assets and liabilities of the Windstream
      Pension Plan (the "Former Plan") with respect to certain employees of Windstream
      Corporation or related entity who (i) were Spinco Employees as defined in and
      designated as such effective as of June 20, 2006 in accordance with the Employee
      Benefits Agreement, (ii) had their benefit under the Plan transferred to the
      Windstream Pension Plan effective as of June 21, 2006 in accordance with Article
      XXVI, and (iii) again are Employees 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 Corporation) and prior to January
      1, 2007 (the "Retransfer Employees") shall be transferred to the Plan effective
      as of January 1, 2007.

     

    Notwithstanding
      any other provision of the Plan, effective January 1, 2007, the Plan is modified
      as set forth below with respect to the Retransfer Employees and with respect
      to
      certain employees of Windstream Corporation or related entity who would have
      had
      their benefit under the Plan transferred to the Windstream Pension Plan
      effective as of January 1, 2007 but for again being an Employee after the merger
      (to form Windstream Corporation) and prior to January 1, 2007.

     

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

            


    

    1.07ZZ     "Basic
      Compensation" under the Former Plan for employment with Windstream Corporation
      or related entity for calendar year 2006 shall be included in

                    determining
      Basic
      Compensation under the Plan for calendar year 2006.

     

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

            


    

    1.14ZZ     "Compensation"
      under the Former Plan for employment with Windstream Corporation or related
      entity for calendar year 2006 shall be included in

                 determining
      Compensation under the Plan for calendar year 2006.

     

    
      	C.  	
              Section 1.37(d)(1)
                is modified as follows:

            


    

    1.37(d)(1)ZZ  
Benefit
      Service

     

                 "Hours
      of Service" under the
      Former Plan for employment with Windstream Corporation or related entity for
      calendar year 2006 shall be included in

                  determining
      Benefit Service under
      the Plan for calendar year 2006.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	D.  	
              Section 1.37(f)
                is modified as follows:

            


    

    1.37(f)ZZ     Eligibility
      Year of Service

     

              "Hours
      of Service" under the
      Former Plan for employment with Windstream Corporation or related entity for
      calendar year 2006 shall be included in

                 determining
      an Eligibility Year of
      Service under the Plan for calendar year 2006.

     

    
      	E.  	
              Section 1.37(g)
                is modified as follows:

            


    

    1.37(g)ZZ  
Vesting
      Year of Service

     

              "Hours
      of Service" under the
      Former Plan for employment with Windstream Corporation or related entity for
      calendar year 2006 shall be included in

                 determining
      a Vesting Year of Service
      under the Plan for calendar year 2006.

     

    Notwithstanding
      the foregoing or any other provision of the Plan, (i) the Accrued Pension of
      a
      Retransfer Employee under the Plan shall be determined as if the Retransfer
      Employee's benefit under the Plan had not been transferred to the Windstream
      Pension Plan in accordance with Article XXVI and with the modifications set
      forth in this Appendix ZZ, and (ii) there shall be no duplication of Basic
      Compensation, Compensation, Hours of Service, Benefit Service, Eligibility
      Year
      of Service, Vesting Year of Service or Accrued Benefit under the Plan in respect
      of any single period or otherwise.

     

    IN
      WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
      Amendment No. 15 to Alltel Corporation Pension 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