Unassociated Document


     

    Exhibit
      10(k)(9)


    AMENDMENT
      NO. 8

    TO

    ALLTEL
      CORPORATION PROFIT-SHARING PLAN

    (January
      1, 2002 Restatement)

     

    WHEREAS,
      Alltel Corporation (the "Company") maintains the Alltel Corporation
      Profit-Sharing Plan, as amended and restated effective January 1, 2002, 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 the date of spin-off of Alltel Holding Corp. ("Spinco") from
      the
      Company and merger of Spinco into Valor Communications Group, Inc. (with the
      merged corporation to be known as Windstream Corporation), the first sentence
      of
      Section 11.01(a)(2) of the Plan is amended to provide as follows:

     

        
Assets
      of
      Investment Fund A shall be invested in the Alltel Corporation Common Stock
      Fund
      (as described in Section 11.01(c) and in the Trust Agreement and the
      Trust

         Agreement
      for
      Alltel Corporation Master Trust) (the "Alltel Stock Fund") as provided herein
      and in the Trust Agreement and the Trust Agreement for Alltel Corporation
      Master 

        
      Trust.

     

    2. 
      Effective as of the date of spin-off of Spinco from the Company and merger
      of
      Spinco into Valor Communications Group, Inc. (with the merged corporation to
      be
      known as Windstream Corporation), a new Section 11.01(c) is added to the Plan
      to
      provide as follows:

     

    
      	 	
              (c)

            	
              Substantially
                all of the assets of the Alltel Stock Fund shall be invested by the
                Trustee in "Common Stock of the Company" (as hereinafter defined)
                and to
                the extent not invested in Common Stock of the Company shall be invested
                in any property that is a permissible investment as provided in the
                Trust
                and Alltel Corporation Master Trust. "Common Stock of the Company"
                shall
                mean the common stock, par value $1.00 per share, of Alltel Corporation,
                a
                Delaware corporation, as the common stock is from time to time
                constituted. For purposes of determining whether substantially all
                of the
                assets of the Alltel Stock Fund are invested in Common Stock of the
                Company, shares of Windstream Corporation stock received by the Alltel
                Stock Fund 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 corporation to be known as Windstream
                Corporation) shall be treated as Common Stock of the
                Company.

            


    

     

    An
      independent fiduciary appointed by the Board of Directors of the Company or
      its
      delegate shall, in an orderly manner as the independent fiduciary determines
      is
      appropriate (but in no event later than six months from the merger of Spinco
      into Valor Communications Group, Inc. (with the merged corporation to be known
      as Windstream Corporation)), subject to applicable laws, liquidate the shares
      of
      Windstream Corporation stock held in the Alltel Stock Fund. The proceeds from
      the liquidation of the shares of Windstream Corporation stock shall be
      reinvested in the Alltel Stock Fund. The independent fiduciary shall not execute
      on any single day any sales of Windstream Corporation stock that exceed, in
      the
      aggregate, five percent (5%) of the average daily market volume (in terms of
      the
      number of shares) in the Windstream Corporation stock over the preceding 10
      business days. The amount of the securities to be sold by the independent
      fiduciary shall be subject to restrictions under applicable laws, including,
      without limitation, Federal and state securities laws that may prohibit or
      limit
      the independent fiduciary's ability to affect the sales.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Nothing
      in the foregoing provisions of this Section 11.01(c) shall be construed as
      a
      prohibition or limitation on the amount of Windstream Corporation stock that
      may
      be transferred as part of a transfer of benefits and liabilities to a plan
      of
      Spinco or its successors. Any assets to be transferred from the Alltel Stock
      Fund to a plan of Spinco or its successors shall be transferred pro rata with
      the pro rata amount coming first from shares of Windstream Corporation stock
      (if
      any), then, to the extent necessary, from cash (if any), then, to the extent
      necessary from Common Stock of the Company.

     

    Notwithstanding
      the foregoing, the investment of assets in the Alltel Stock Fund shall be
      subject to any applicable limitations under ERISA and regulations issued
      thereunder.

     

    3. 
      Effective as of June 21, 2006, a new Article XXIV is added to the end of the
      Plan to provide as follows:

    


    ARTICLE
      XXIV

    TRANSFER
      OF BENEFITS WITH RESPECT TO

    ALLTEL
      HOLDING CORP. (WIRELINE) SPINOFF

    


    24.01   Definitions

    


    For
      purposes of this Article XXIV, 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 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 20,
                2006.

            


    

    


    (d) The
      "Transfer Plan" shall mean the Windstream Profit-Sharing Plan.

     

    24.02   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; provided, however, that assets of the Alltel Stock Fund
      attributable to the Transfer Individuals shall be transferred pro rata with
      the
      pro rata amount coming first from shares of Windstream common stock (if any),
      then, to the extent necessary, from cash (if any), then, to the extent necessary
      from shares of Common Stock of the Company. The Transfer Assets are 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; provided, however,
      that
      the Transfer Plan shall provide that the Transfer Assets shall be subject to
      any
      provision of the Plan that may not be eliminated under the Code (and regulations
      thereunder).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    24.03   Cessation
      of Participation

    


    Effective
      upon the transfer of Transfer Assets for a Transfer Individual as provided
      in
      Section 24.02, 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.

    


    24.04   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.

    


    24.05   Overriding
      Provisions

    


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

    


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

    


    ARTICLE
      XXV

    BENEFITS
      WITH RESPECT TO CERTAIN EMPLOYEES

    WHOSE
      EMPLOYMENT TRANSFERS TO OR FROM WINDSTREAM

    


    25.01   Definitions

    


    For
      purposes of this Article XXV, 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 24.01(a)) on or after June 21, 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 24.01(c)
                or a
                Second Transfer Individual as defined in Section 25.01(a), (iii)
                becomes
                employed with Windstream or a related employer at or after the merger
                and
                prior to January 1, 2007, and (iv) was not fully vested in his Separate
                Account upon Termination of
                Employment.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (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 employer 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.

            


    

    


    25.02   Transfer
      of Benefits

    


    Article
      XXIV 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).

    


    25.03   Continued
      Vesting Service

    


    In
      determining Years of Vesting Service for a Transfer Individual, the Transfer
      Individual's period or periods of employment with Windstream or a related
      employer shall be counted as Years of Vesting Service 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.


    


    25.04   Retransfer
      Individual Service and Compensation

    


    
      	 	
              (a)

            	
              In
                determining the Hours of Service of a Retransfer Individual during
                calendar year 2006, the Transfer Individual's hours of service with
                Windstream or a related employer during calendar year 2006 shall
                be
                counted as Hours of Service if such hours of service would have been
                taken
                into account under the Plan had such hours of service been service
                with a
                member of the Controlled Group.

            


    

    


    
      	 	
              (b)

            	
              In
                determining the Compensation of a Retransfer Individual during calendar
                year 2006, the Transfer Individual's compensation with Windstream
                or a
                related employer during calendar year 2006 shall be counted as Hours
                of
                Service if such compensation would have been taken into account under
                the
                Plan had such compensation been compensation with an
                Employer.

            


    

    


    
      	 	
              (c)

            	
              Notwithstanding
                anything to the contrary, (i) nothing in this Section 25.04 shall
                be
                construed as extending the definition of Eligible Employee or Participant
                under the Plan and (ii) there shall be no duplication of service,
                hours of
                service or compensation in respect of any single period or
                otherwise.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.  Effective
      as of January 1,
      2006, Section 1.38 is revised to provide as follows:

    


    
      	 	
              1.38

            	
              Total
                and Permanent Disability

            


    

     

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

     

    6.
       Effective as of January 1, 2006, a new Section 3.11 is added to the Plan
      to provide as follows:

     

    
      	 	
              3.11

            	
              Electronic
                Disclosure and Signatures

            


    

     

    Any
      communication or disclosure to or from Participants and/or Beneficiaries that
      is
      required under the terms of the Plan to be made in writing may be provided
      in
      any other medium (electronic, telephonic, or otherwise) that is acceptable
      to
      the Plan Administrator and permitted under applicable law.

     

    7. 
      Effective as of January 1, 2006, Section 7.02(a) of the Plan is amended to
      provide as follows:

     

    
      	 	
              (a)

            	
              The
                excess amount shall be reallocated among the remaining Participants'
                Separate Accounts in the same way Employer Contributions are allocated
                as
                specified in Section 13.04; provided, however, that such reallocation
                shall not cause the annual additions to any other Participant's Separate
                Account to exceed the maximum permissible
                amount.

            


    

     

    8.
       Effective as of January 20, 2006, a new Section 22.06 is added to the Plan
      to provide as follows:

     

    
      	 	
              22.06

            	
              Extension
                of Coverage to Certain Georgia
                Employees

            


    

     

    Effective
      beginning January 20, 2006, and as more specifically hereinafter provided,
      the
      proviso to paragraph (a)(1) 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 on or before January 20, 2006 was in the bargaining unit
      described in National Labor Relations Board Case 10-RD-01448 (a "Decertified
      Employee"): For purposes of Sections 13.01, 13.02, 13.03, and 13.04,, for the
      Plan Year ending December 31, 2006, a Decertified Employee who would have been
      an Eligible Employee at relevant times during the Plan Year ending December
      31,
      2006 but for paragraph (a)(1) of Section 1.12 shall be treated as an Eligible
      Employee at such relevant times during the Plan Year ending December 31,
      2006.

     

    IN
      WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
      Amendment No. 8 to the Alltel Corporation Profit-Sharing Plan (January 1, 2002
      Restatement) to be executed on this 13th day of June, 2006.

     

    ALLTEL
      CORPORATION

    


    


    By:
      /s/ Scott T.
      Ford                                           
  

    Title:
      President and Chief Executive Officer