Common use of Payments Due Upon a Payment Trigger Clause in Contracts

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three two multiplied by (ii) the sum of --— (a) the higher of the Executive's ’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "“applicable year/period"”) shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, : (i) the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive's bonus for the fiscal year or other measuring period commencing coincident with or most recently prior immediately preceding the year in which such termination occurs; and (ii) any then unvested stock option awards previously granted to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or shall become immediately one-hundred percent vested - any portion of a Subsidiary on the terms and conditions, including, without limitation, stock option award accelerated pursuant to this Section 4 shall be exercisable pursuant to the terms of the incentive plans, in effect immediately prior stock option plan and the stock option award agreement applicable to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch award. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)payments.

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive's annual base salary in effect immediately prior to the Date of Termination, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination or such lesser number of months Executive is employed by the Company (pro-rated for partial months); (b) the Company shall pay to the Executive a lump sum amount, in cash, if and to the extent earned, under any short term cash incentive compensation plan for the fiscal year in which the Date of Termination occurs, which plan has been adopted by the Executive Compensation Committee of the Board prior to the Date of Termination, pro-rated for the number of days Executive was employed by the Company in the applicable fiscal year through the Date of Termination, and payable at the time and on the same basis as paid to recipients still employed by the Company; and (c) the Company shall pay the Executive any other amounts (other than any payment of short term cash incentive compensation described in Section 4(B)(i)(b) above or Section 4(C) below) that may be due to the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive's annual base salary in effect immediately prior to the Date of Termination, provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A, then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a); (b) to the extent the Executive has established full time residency in the Van Buren/Ft. ▇▇▇▇▇, Arkansas, area for Executive and his family, the Corporation Company shall pay to the Executive a lump sum payment, in cash, equal to the product of: amount set forth on the signature page to this Agreement (iif any) three multiplied by (ii) the sum of -- (a) the higher of and identified as relocation services benefit, to defray the Executive's annual base salary in effect immediately prior to the occurrence costs of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plusrelocation services; (bc) the higher of the aggregate maximum amounts payable Company shall pay to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occursa lump sum amount, in each casecash, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms equal to one hundred fifty percent (150%) of the target amount of any short term incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently in which the Date of Termination occurs, which plan has been adopted by the Executive Compensation Committee of the Board prior to the date on Date of Termination, that would have been paid to the Executive for the fiscal year in which the Change Date of Control or Payment TriggerTermination occurs, assuming all performance and other vesting criteria were satisfied for such year; provided, that if no short term cash incentive cash compensation plan has been adopted for the fiscal year in which the Date of Termination occurs, such target amount will be equal to the Executive’s target amount under the short term incentive cash compensation plan adopted by the Executive Compensation Committee of the Board for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs; (d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as applicableamended ("COBRA"), occurs during a period of eighteen (18) months following the "applicable year/period"Date of Termination; and (e) the Company shall not include pay the Executive any other amounts attributable to a fiscal year (other than any payment of short term cash incentive compensation described in Section 4(B)(ii)(c) or other measuring period Section 4(C)) that commenced prior may be due the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the applicable year/period extent the Executive is an eligible participant, subject to and that become payable during upon the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as terms and conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation planplan adopted by the Executive Compensation Committee of the Board prior to the Date of Termination, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any cash incentive compensation that has been allocated or awarded to and earned by the Executive under any cash incentive compensation plan adopted by the Executive Compensation Committee of the Board for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan the Date of Termination but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and, if applicable and due upon the occurrence of a Payment Trigger during the term of this Agreement by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1, Paragraph (C) of this Section 4 shall be made within a reasonable time following the expiration of the applicable waiting periods following execution and delivery of the General Release (as hereinafter defined). (E) As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the fifth Date of Termination. Notwithstanding anything to the contrary contained herein, no severance benefits or other payments required under this Agreement shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid within a reasonable time after such date, without interest. Notwithstanding the foregoing, if the sixty-day period after the Date of Termination ends in the calendar year following the occurrence year that includes the Date of a Payment TriggerTermination, unless no such amount that is subject to Code Section 409A shall be paid sooner than the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that first day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount year following the year that includes the Date of Termination, regardless of when the payments to which the Executive General Release is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)signed.

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Corporation Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of eighteen (18) months following the occurrence of the Payment Trigger; (b) the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and (c) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- one hundred fifty percent (a150%) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment Trigger, plus, (b) the higher Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the aggregate maximum amounts payable Executive’s costs of relocation services; (c) the Company shall pay to the Executive pursuant a lump sum amount, in cash, equal to all one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation plans that would have been paid to the Executive for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which of the Payment Trigger occurs, in each caseTrigger, assuming that all performance and other vesting criteria were satisfied for such year; (d) the Executive were continuously employed by Company shall pay or provide for continuation of the Corporation or a Subsidiary Executive’s health care benefits under the health care plans of the Company as they exist on the terms and conditions, including, without limitation, the terms Date of the incentive plans, Termination or as in effect immediately prior to the Change in Control or Payment Trigger, whichever appliesprovides the greater economic benefit to the Executive, until for a period of eighteen (18) months following the last day Date of that fiscal year Termination; and (e) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other measuring period. The amount determined payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the foregoing provisions extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (C) Notwithstanding the foregoing, the payments set forth above shall not exceed two times: (i) the sum of this paragraph (B) shall be reduced by any cash severance benefit otherwise the annualized compensation paid to the Executive by the Company for the taxable year preceding the taxable year of the Executive’s Date of Termination; or (ii) the maximum amount that may be taken into account pursuant to Code Section 401(a)(17) for the year of the Executive’s Date of Termination. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any applicable severance plan additional tax, penalty or other severance arrangement. For purposes interest imposed under Code Section 409A. The provisions of this paragraph Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (B), amounts to the nearest extent reasonably possible) the intended benefit payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedExecutive. (CD) Notwithstanding any provision of any incentive compensation plan, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but that has not yet been paid to the Executive. (DE) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and and, if applicable, Paragraph (CD) of this Section 4 shall be made not later than the fifth day within two (2) business days following the occurrence Date of a Payment TriggerTermination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that daydate, in which case, the Corporation Company shall pay to the Executive on that day date an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (together with interest at 5) business days following the rate provided in Section 1274(b)(2)(Bfinal determination of such amounts due to the Executive under this Agreement. (F) As a condition to the receipt of the Code) as soon as severance and other payment benefits described in this Agreement, the amount thereof can be determined but in no event later than Executive shall execute and comply with the thirtieth day after the occurrence terms of a Payment Trigger. In general release of all claims (the event “General Release”) against the amount of Company, its affiliates and representatives, in the estimated payments exceeds the amount subsequently determined to have been dueform attached hereto as Exhibit A, the excess shall constitute a loan as updated by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided Company for any change in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)laws.

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Corporation Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of twelve (12) months following the occurrence of the Payment Trigger; (b) the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and (c) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- one hundred fifty percent (a150%) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment TriggerTrigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, plusif any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a), (b) the higher Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services; (c) the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the aggregate maximum amounts payable target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; (d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to all incentive compensation plans for the fiscal year provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of eighteen (18) months following the Date of Termination; and (e) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all payment of short term cash incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming compensation) that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall may be reduced by any cash severance benefit otherwise paid to due the Executive under any applicable severance employee welfare, benefit, equity, or long term incentive plan or other severance arrangement. For purposes of this paragraph (B), amounts payable then in effect to the extent the Executive pursuant is an eligible participant, subject to an incentive compensation plan for and upon the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period terms and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and and, if applicable, Paragraph (C) of this Section 4 shall be made not later than the fifth day within two (2) business days following the occurrence Date of a Payment TriggerTermination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that daydate, in which case, the Corporation Company shall pay to the Executive on that day date an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (together with interest at 5) business days following the rate provided in Section 1274(b)(2)(Bfinal determination of such amounts due to the Executive under this Agreement. (E) As a condition to the receipt of the Codeseverance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount thereof can that is subject to Code Section 409A shall be determined but in no event later paid sooner than the thirtieth first day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds year following the amount subsequently determined to have been dueyear that includes the Date of Termination, regardless of when the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)General Release is signed.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three two multiplied by (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of _______ (__) months following the occurrence of the Payment Trigger; and (b) the Company shall pay the Executive any other amounts (other than any unearned or pro-rated portion of target or other incentive bonus payments) that may be due Executive under any employee welfare or benefit plan then in effect and in which the Executive is an eligible participant, upon the terms and conditions set forth in any such plan. (c) notwithstanding the foregoing, the Corporation payments set forth above shall not exceed two times: (i) the sum of the annualized compensation paid to the Executive by the Company for the taxable year preceding the taxable year of the Executive’s Date of Termination; or (ii) the maximum amount that may be taken into account pursuant to Code Section 401(a)(17) for the year of the Executive’s Date of Termination. To the extent payments exceed this limit and such payments are found to be in violation of Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), the Company shall reimburse the Executive for any applicable excise tax, including a tax true-up payment, that the Executive may incur due to such violation. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- (a1) the higher _________________ per cent (___%) of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment Trigger, plusplus (2) the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services; and (b) the higher Company shall pay or provide for continuation of the aggregate maximum amounts payable to Executive’s health care benefits under the Executive pursuant to all incentive compensation health care plans for of the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary Company as they exist on the terms and conditions, including, without limitation, the terms Date of the incentive plans, Termination or as in effect immediately prior to the Change in Control or Payment Trigger, whichever appliesprovides the greater economic benefit to the Executive, until for a period of ______ months following the last day Date of that fiscal year Termination. (c) the Company shall pay the Executive any other amounts (other than any unearned or pro-rated portion of target or other measuring period. The amount determined under the foregoing provisions of this paragraph (Bincentive bonus payments) shall that may be reduced by any cash severance benefit otherwise paid to the due Executive under any applicable severance employee welfare or benefit plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to then in effect and in which the Executive pursuant to is an incentive compensation plan for eligible participant, upon the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period terms and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and and, if applicable, Paragraph (C) of this Section 4 shall be made not later than the fifth day within two (2) business days following the occurrence Date of a Payment TriggerTermination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that daydate, in which case, the Corporation Company shall pay to the Executive on that day date an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (together with interest at 5) business days following the rate provided in Section 1274(b)(2)(Bfinal determination of such amounts due to the Executive under this Agreement. (E) As a condition to the receipt of the Code) as soon as severance and other payment benefits described in this Agreement, the amount thereof can be determined but in no event later than Executive shall execute and comply with the thirtieth day after the occurrence terms of a Payment Trigger. In general release of all claims (the event “General Release”) against the amount Company, its affiliates and representatives, including non-disparagement and other provisions customary in release agreements executed under similar circumstances by executives of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)similarly situated companies.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three two multiplied by (ii) the sum of --- (a) the higher of the Executive's ’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "“applicable year/period"”) shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive's annual base salary in effect immediately prior to the Date of Termination, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the Date of Termination, for a period of twelve (12) months following the Date of Termination or such lesser number of months Executive is employed by the Company (pro-rated for partial months); (b) the Company shall pay to the Executive a lump sum amount, in cash, if and to the extent earned, under any short term cash incentive compensation plan for the fiscal year in which the Date of Termination occurs, which plan has been adopted by the Executive Compensation Committee of the Board prior to the Date of Termination, pro- rated for the number of days Executive was employed by the Company in the applicable fiscal year through the Date of Termination, and payable at the time and on the same basis as paid to recipients still employed by the Company; and (c) the Company shall pay the Executive any other amounts (other than any payment of short term cash incentive compensation described in Section 4(B)(i)(b) above or Section 4(C) below) that may be due to the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive's annual base salary in effect immediately prior to the Date of Termination, provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A, then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a); (b) to the extent the Executive has established full time residency in the Ft. ▇▇▇▇▇/Van Buren, Arkansas area for Executive and his family, the Corporation Company shall pay to the Executive a lump sum payment, in cash, equal to the product of: amount set forth on the signature page to this Agreement (iif any) three multiplied by (ii) the sum of -- (a) the higher of and identified as relocation services benefit, to defray the Executive's annual base salary in effect immediately prior to the occurrence costs of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plusrelocation services; (bc) the higher of the aggregate maximum amounts payable Company shall pay to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occursa lump sum amount, in each casecash, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms equal to one hundred fifty percent (150%) of the target amount of any short term incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently in which the Date of Termination occurs, which plan has been adopted by the Executive Compensation Committee of the Board prior to the date on Date of Termination, that would have been paid to the Executive for the fiscal year in which the Change Date of Control or Payment TriggerTermination occurs, assuming all performance and other vesting criteria were satisfied for such year; provided, that if no short term cash incentive cash compensation plan has been adopted for the fiscal year in which the Date of Termination occurs, such target amount will be equal to the Executive’s target amount under the short term incentive cash compensation plan adopted by the Executive Compensation Committee of the Board for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs; (d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as applicableamended ("COBRA"), occurs during a period of eighteen (18) months following the "applicable year/period"Date of Termination; and (e) the Company shall not include pay the Executive any other amounts attributable to a fiscal year (other than any payment of short term cash incentive compensation described in Section 4(B)(ii)(c) or other measuring period Section 4(C)) that commenced prior may be due the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the applicable year/period extent the Executive is an eligible participant, subject to and that become payable during upon the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as terms and conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation planplan adopted by the Executive Compensation Committee of the Board prior to the Date of Termination, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any cash incentive compensation that has been allocated or awarded to and earned by the Executive under any cash incentive compensation plan adopted by the Executive Compensation Committee of the Board for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan the Date of Termination but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and, if applicable and due upon the occurrence of a Payment Trigger during the term of this Agreement by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1, Paragraph (C) of this Section 4 shall be made within a reasonable time following the expiration of the applicable waiting periods following execution and delivery of the General Release (as hereinafter defined). (E) As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the fifth Date of Termination. Notwithstanding anything to the contrary contained herein, no severance benefits or other payments required under this Agreement shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid within a reasonable time after such date, without interest. Notwithstanding the foregoing, if the sixty-day period after the Date of Termination ends in the calendar year following the occurrence year that includes the Date of a Payment TriggerTermination, unless no such amount that is subject to Code Section 409A shall be paid sooner than the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that first day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount year following the year that includes the Date of Termination, regardless of when the payments to which the Executive General Release is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)signed.

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to [____________] ([___]) of the Corporation Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of [__________] ([__]) months following the occurrence of the Payment Trigger; (b) the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and (c) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due to the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- [____________] (a[___]%) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment TriggerTrigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, plusif any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a), (b) the higher Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services; (c) the Company shall pay to the Executive a lump sum amount, in cash, equal to [_____________] ([___]%) of the aggregate maximum amounts payable target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; (d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to all incentive compensation plans for the fiscal year provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of [________] ([__]) months following the Date of Termination; and (e) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all payment of short term cash incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming compensation) that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall may be reduced by any cash severance benefit otherwise paid to due the Executive under any applicable severance employee welfare, benefit, equity, or long term incentive plan or other severance arrangement. For purposes of this paragraph (B), amounts payable then in effect to the extent the Executive pursuant is an eligible participant, subject to an incentive compensation plan for and upon the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period terms and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and and, if applicable, Paragraph (C) of this Section 4 shall be made not later than the fifth day within two (2) business days following the occurrence Date of a Payment TriggerTermination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that daydate, in which case, the Corporation Company shall pay to the Executive on that day date an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (together with interest at 5) business days following the rate provided in Section 1274(b)(2)(Bfinal determination of such amounts due to the Executive under this Agreement. (E) As a condition to the receipt of the Codeseverance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount thereof can that is subject to Code Section 409A shall be determined but in no event later paid sooner than the thirtieth first day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds year following the amount subsequently determined to have been dueyear that includes the Date of Termination, regardless of when the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)General Release is signed.

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: a. the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive's annual base salary in effect immediately prior to the Date of Termination, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the Date of Termination, for a period of six (6) months following the Date of Termination or such lesser number of months Executive is employed by the Company (pro-rated for partial months); b. the Company shall pay to the Executive a lump sum amount, in cash, if and to the extent earned, under any short term cash incentive compensation plan for the fiscal year in which the Date of Termination occurs, which plan has been adopted by the Executive Compensation Committee of the Board prior to the Date of Termination, pro- rated for the number of days Executive was employed by the Company in the applicable fiscal year through the Date of Termination, and payable at the time and on the same basis as paid to recipients still employed by the Company; and c. the Company shall pay the Executive any other amounts (other than any payment of short term cash incentive compensation described in Section 4(B)(i)(b) above or Section 4(C) below) that may be due to the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. i. Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive's annual base salary in effect immediately prior to the Date of Termination, provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A, then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a); (b) to the extent the Executive has established full time residency in the Ft. ▇▇▇▇▇/Van Buren, Arkansas area for Executive and his family, the Corporation Company shall pay to the Executive a lump sum payment, in cash, equal to the product of: amount set forth on the signature page to this Agreement (iif any) three multiplied by (ii) the sum of -- (a) the higher of and identified as relocation services benefit, to defray the Executive's annual base salary in effect immediately prior to the occurrence costs of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plusrelocation services; (bc) the higher of the aggregate maximum amounts payable Company shall pay to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occursa lump sum amount, in each casecash, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms equal to one hundred fifty percent (150%) of the target amount of any short term incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently in which the Date of Termination occurs, which plan has been adopted by the Executive Compensation Committee of the Board prior to the date on Date of Termination, that would have been paid to the Executive for the fiscal year in which the Change Date of Control or Payment TriggerTermination occurs, assuming all performance and other vesting criteria were satisfied for such year; provided, that if no short term cash incentive cash compensation plan has been adopted for the fiscal year in which the Date of Termination occurs, such target amount will be equal to the Executive’s target amount under the short term incentive cash compensation plan adopted by the Executive Compensation Committee of the Board for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs; (d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as applicableamended ("COBRA"), occurs during a period of eighteen (18) months following the "applicable year/period"Date of Termination; and (e) the Company shall not include pay the Executive any other amounts attributable to a fiscal year (other than any payment of short term cash incentive compensation described in Section 4(B)(ii)(c) or other measuring period Section 4(C)) that commenced prior may be due the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the applicable year/period extent the Executive is an eligible participant, subject to and that become payable during upon the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as terms and conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation planplan adopted by the Executive Compensation Committee of the Board prior to the Date of Termination, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any cash incentive compensation that has been allocated or awarded to and earned by the Executive under any cash incentive compensation plan adopted by the Executive Compensation Committee of the Board for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan the Date of Termination but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and, if applicable and due upon the occurrence of a Payment Trigger during the term of this Agreement by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1, Paragraph (C) of this Section 4 shall be made within a reasonable time following the expiration of the applicable waiting periods following execution and delivery of the General Release (as hereinafter defined). (E) As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the fifth Date of Termination. Notwithstanding anything to the contrary contained herein, no severance benefits or other payments required under this Agreement shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid within a reasonable time after such date, without interest. Notwithstanding the foregoing, if the sixty-day period after the Date of Termination ends in the calendar year following the occurrence year that includes the Date of a Payment TriggerTermination, unless no such amount that is subject to Code Section 409A shall be paid sooner than the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that first day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount year following the year that includes the Date of Termination, regardless of when the payments to which the Executive General Release is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)signed.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the : (A) The Corporation shall pay to the Executive in a lump sum payment, in cash, cash within 10 calendar days after the Payment Trigger an amount equal to the product sum of: : (i) three multiplied by the Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger the Date of Termination under any incentive compensation plan but has not yet been paid to the Executive, (iii) the product of (x) the Annual Incentive Target in effect immediately prior to the Payment Trigger and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Date of Termination, and the denominator of which is 365, reduced by the amount, if any, paid or payable to the Executive under the Annual Incentive Plan’s terms with respect to the fiscal year during which the Date of Termination occurs, and (iv) any accrued vacation pay to the extent not theretofore paid. (B) The Corporation shall pay to the Executive in a lump sum in cash within 10 calendar days after the Payment Trigger an amount equal to the product of: (i) [___] multiplied by, (ii) the sum of: (x) the higher of the Executive’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive’s annual base salary in effect immediately prior to the Payment Trigger, plus (y) the higher of the Executive’s Annual Incentive Target in effect immediately prior to the occurrence of the Change in Control or the Executive’s Annual Incentive Target in effect immediately prior to the Payment Trigger. (C) The Corporation shall pay to the Executive in a lump sum in cash within 10 calendar days after the Payment Trigger an amount equal to the product of (i) the Executive’s monthly premium for health and dental insurance continuation coverage for the Executive and the Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), based on the monthly premium rate for such coverage in effect on the Date of Termination, multiplied by (ii) [___] months. (D) The payments Corporation shall, at its sole expense as incurred, provide the Executive with outplacement services from a recognized outplacement service provider, the scope of which shall be selected by the Executive in his sole discretion, provided for that (i) the cost to the Corporation shall not exceed [___], and (ii) to the extent required to comply with Section 409A, in no event shall the period during which the outplacement service expenses are incurred or the period during which the expenses are paid, extend beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (or such other period as permitted under Section 409A). (E) To the extent not theretofore paid or provided, the Corporation shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Corporation or any Subsidiary. The amount determined under paragraphs (A)(iii), (B), (C) and (CD) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay reduced by any cash severance benefit otherwise paid to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made or its Subsidiaries under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions applicable severance plan or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)severance arrangement.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (i) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Corporation Executive’s Annual Base Salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the Annual Base Salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of twelve (12) months following the occurrence of the Payment Trigger; or such lesser number of months Executive is employed by the Company (pro-rated for partial months); (ii) the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and (iii) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (C) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (i) the Company shall pay the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- one hundred fifty percent (a150%) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary ’s Annual Base Salary in effect immediately prior to the Payment Trigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a); (ii) to the extent the Executive has established full-time residency in the Ft. ▇▇▇▇▇/Van Buren, Arkansas area for Executive and his family, the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive's costs of relocation services; (iii) the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, plusassuming all performance and other vesting criteria were satisfied for such year; (biv) the higher of the aggregate maximum amounts payable to Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to all incentive compensation plans for the fiscal year provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of eighteen (18) months following the Date of Termination; and (v) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all payment of short term cash incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming compensation) that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall may be reduced by any cash severance benefit otherwise paid to due the Executive under any applicable severance employee welfare, benefit, equity, or long term incentive plan or other severance arrangement. For purposes of this paragraph (B), amounts payable then in effect to the extent the Executive pursuant is an eligible participant, subject to an incentive compensation plan for and upon the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period terms and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (CD) Notwithstanding any provision of any incentive compensation plan, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but that has not yet been paid to the Executive. (DE) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and and, if applicable, Paragraph (C) of this Section 4 shall be made not later than the fifth day within two (2) business days following the occurrence Date of a Payment TriggerTermination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that daydate, in which case, the Corporation Company shall pay to the Executive on that day date an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (together with interest at 5) business days following the rate provided in Section 1274(b)(2)(Bfinal determination of such amounts due to the Executive under this Agreement. (F) As a condition to the receipt of the Codeseverance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits or other payment benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty-day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount thereof can that is subject to Code Section 409A shall be determined but in no event later paid sooner than the thirtieth first day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds year following the amount subsequently determined to have been dueyear that includes the Date of Termination, regardless of when the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)General Release is signed.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three one multiplied by (ii) the sum of -- (a) the higher of the Executive's (1) annual base salary in effect immediately prior to the occurrence of the Change in Control or (2) the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of (1) the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive's target annual bonus for the fiscal year (or other measuring period commencing coincident with or most recently period) prior to the date on fiscal year (or other measuring period) in which the Change in Control occurs or (2) the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive's target annual bonus for the fiscal year (or other measuring period commencing coincident with or most recently prior to the date on period) in which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation annual bonus plan for the fiscal year or other measuring period commencing coincident with described in (1) or most recently prior to the date on which the Change of Control or Payment Trigger(2) above, as applicable, occurs applicable (the "applicable year/period") ), shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive compensation plan requiring conditioning the receipt of any payment upon continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period period, preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) For the fiscal year or other measuring period during which the Payment Trigger occurs, the Executive shall be entitled to a pro rata bonus equal to the number of calendar days elapsed during the fiscal year or other measuring period prior to the Date of Termination divided by the total days in the fiscal year or measuring period, as the case may be, and multiplied by the target bonus payable for such period. (E) The payments provided for in paragraphs (B), (C) and (CD) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(Bsection 1274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from any outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement). (i) In addition to the payments provided for above in this Section 4, the Corporation shall provide or arrange to provide, at the same cost to the Executive, and at the same coverage level as in effect as of the Date of Termination (subject to changes in coverage levels applicable to all employees who are similarly situated to the Executive prior to the Date of Termination), a continuation of the Executive's (and the Executive's eligible dependents') health and life insurance coverages for twelve (12) months from the Date of

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the : (A) The Corporation shall pay to the Executive the following amounts in cash as follows: (i) the Executive's annual base salary through the Date of Termination to the extent not theretofore paid, and such amount shall be paid in a lump sum paymentwithin 30 days following the Date of Termination; (ii) the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other completed measuring period preceding the occurrence of the Date of Termination under any incentive compensation plan but has not yet been paid to the Executive, and such amount shall be paid in casha lump sum within (x) 30 days following the Date of Termination or (y) any earlier date as required by the applicable incentive plan; (iii) the product of (x) the Annual Incentive Target in effect immediately prior to the Payment Trigger and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Date of Termination, and the denominator of which is 365, reduced by the amount, if any, paid or payable to the Executive under the Annual Incentive Plan's terms with respect to the fiscal year during which the Date of Termination occurs, and such amount shall be paid in a lump sum within (I) the 30-day period commencing on the 60th day following the Date of Termination, or (II) such later period as required by Section 6; and (iv) any accrued vacation pay to the extent not “theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination. (B) The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of Termination, or within such later period as required by Section 6, an amount equal to the product of: : (i) three multiplied [THREE/TWO/ONE]multiplied by , (ii) the sum of -- of: (ax) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus plus (by) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, Executive's Annual Incentive Target in effect immediately prior to the occurrence of the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently Executive's Annual Incentive Target in effect immediately prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of any incentive compensation planTermination, includingor such later period as required by Section 6, without limitationan amount equal to the product of (i) the Executive's monthly premium for health and dental insurance continuation coverage for the Executive and the Executive's family under the Consolidated Omnibus Budget Reconciliation Act of 1985(“COBRA”), any provision based on the monthly premium rate for such coverage in effect on the Date of any incentive plan requiring continued employment Termination, multiplied by (ii) [THIRTY-SIX (36)/TWENTY-FOUR (24)/TWELVE (12)]months. (D) The Corporation shall, at its sole expense as incurred, provide the Executive with outplacement services from a recognized outplacement service provider, the scope of which shall be selected by the Executive in his sole discretion, provided that (i) the cost to the Corporation shall not exceed $[50,000/25,000], and (ii) in no event shall the period during which the outplacement service expenses are incurred or the period during which the expenses are paid,extend beyond the end of the second calendar year that begins after the completed fiscal year Executive's Date of Termination. (E) To the extent not theretofore paid or other measuring periodprovided, the Corporation shall pay to the Executive a lump sum amountall vested benefits or other amounts that the Executive is otherwise entitled to receive under any plan, in cashpolicy, equal practice or program of or any contract or agreement with the Corporation or any of its Subsidiaries at or subsequent to the amount Date of any incentive compensation that has been allocated Termination in accordance with such plan, policy, practice or awarded to program or contract or agreement except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive for a completed fiscal year or other measuring period preceding receives the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. payments and benefits in accordance with paragraphs (A)(iii), (B), (C) and (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation Executive shall provide not be entitled to any severance pay or benefits under the Executive with a written statement setting forth Windstream Severance Plan, the manner in which the payments were calculated and the basis for the calculations includingWindstream Change-in-Control Severance Plan, without limitationor any other severance plan, any opinions program or other advice policy of the Corporation has received from outside counselor its Subsidiaries, auditors unless otherwise specifically provided therein in a specific reference to this Agreement. For the purpose of clarification, the restriction on other severance pay or consultants (and any opinions benefits in the prior sentence shall not apply to a stock option, restricted stock, share or advice that are in writing shall be attached unit, performance share or unit, deferred compensation or similar plan or agreement which may contain provisions operative on a termination of the Executive's employment or may refer to the statement)accelerated vesting or accelerated payment upon a termination of employment.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three one multiplied by (ii) the sum of --— (a) the higher of the Executive's ’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "“applicable year/period"”) shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the : (A) The Corporation shall pay to the Executive a lump sum payment, the following amounts in cash, equal to the product ofcash as follows: (i) three multiplied bythe Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination; (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other completed measuring period preceding the occurrence of a Payment Trigger the Date of Termination under any incentive compensation plan but has not yet been paid to the Executive, and such amount shall be paid in a lump sum within (x) 30 days following the Date of Termination or (y) any earlier date as required by the applicable incentive plan; (iii) the product of (x) the Annual Incentive Target in effect immediately prior to the Payment Trigger and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Date of Termination, and the denominator of which is 365, reduced by the amount, if any, paid or payable to the Executive under the Annual Incentive Plan’s terms with respect to the fiscal year during which the Date of Termination occurs, and such amount shall be paid in a lump sum within (I) the 30-day period commencing on the 60th day following the Date of Termination, or (II) such later period as required by Section 6; and (iv) any accrued vacation pay to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination. (B) The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of Termination, or within such later period as required by Sections 6, an amount equal to the product of: (i) [3.0 to 1.0] multiplied by, (ii) the sum of: (x) the higher of the Executive’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive’s annual base salary in effect immediately prior to the Payment Trigger, plus (y) the higher of the Executive’s Annual Incentive Target in effect immediately prior to the occurrence of the Change in Control or the Executive’s Annual Incentive Target in effect immediately prior to the Payment Trigger. (C) The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of Termination, or such later period as required by Sections 6, an amount equal to the product of (i) the Executive’s monthly premium for health and dental insurance continuation coverage for the Executive and the Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), based on the monthly premium rate for such coverage in effect on the Date of Termination, multiplied by (ii) [24 or 36] months. (D) The payments Corporation shall, at its sole expense as incurred, provide the Executive with outplacement services from a recognized outplacement service provider, the scope of which shall be selected by the Executive in his sole discretion, provided for in paragraphs that (Bi) the cost to the Corporation shall not exceed [$25,000 or $50,000], and (Cii) in no event shall the period during which the outplacement service expenses are incurred or the period during which the expenses are paid, extend beyond the end of this Section 4 shall be made the second calendar year that begins after the Executive’s Date of Termination. (E) To the extent not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on theretofore paid or before that day, in which caseprovided, the Corporation shall pay to the Executive on all vested benefits or other amounts that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly otherwise entitled and shall pay to receive under any plan, policy, practice or program of or any contract or agreement with the remainder Corporation or any of its Subsidiaries at or subsequent to the Date of Termination in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive receives the payments and benefits in accordance with paragraphs (together with interest at the rate provided in Section 1274(b)(2)(BA)(iii), (B), (C) and (D) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation Executive shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations includingnot be entitled to any severance pay or benefits under any severance plan, without limitation, any opinions program or other advice policy of the Corporation has received from outside counselor its Subsidiaries, auditors or consultants (and any opinions or advice that are unless otherwise specifically provided therein in writing shall be attached a specific reference to the statement)this Agreement.

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation Company shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three [three][two][one] multiplied by (ii) the sum of -- (a) the higher of the Executive's annual base salary (1) in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary (2) in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive's target annual bonus (1) for the fiscal year (or other measuring period commencing coincident with or most recently period) prior to the date on fiscal year (or other measuring period) in which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans (2) for the fiscal year (or other measuring period commencing coincident with or most recently prior to the date on period) in which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation annual bonus plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Triggerdescribed in clauses (B)(ii)(b) above, as applicable, occurs applicable (the "applicable year/period") ), shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive compensation plan requiring conditioning the receipt of any payment upon continued employment after the completed fiscal year or other measuring period, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period period, preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) For the fiscal year or other measuring period during which the Payment Trigger occurs, the Executive shall be entitled to a pro rata bonus equal to the number of calendar days elapsed during the fiscal year or other measuring period prior to the Date of Termination divided by the total days in the fiscal year or measuring period, as the case may be, and multiplied by the target bonus payable for such period. (E) The payments provided for in paragraphs (B), (C) and (CD) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation Company shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).been

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the : (A) The Corporation shall pay to the Executive a lump sum payment, the following amounts in cash, equal to the product ofcash as follows: (i) three multiplied bythe Executive’s annual base salary through the Date of Termination to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination; (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other completed measuring period preceding the occurrence of a Payment Trigger the Date of Termination under any incentive compensation plan but has not yet been paid to the Executive, and such amount shall be paid in a lump sum within (x) 30 days following the Date of Termination or (y) any earlier date as required by the applicable incentive plan; (iii) the product of (x) the Annual Incentive Target in effect immediately prior to the Payment Trigger and (y) a fraction, the numerator of which is the number of calendar days in the current fiscal year through the Date of Termination, and the denominator of which is 365, reduced by the amount, if any, paid or payable to the Executive under the Annual Incentive Plan’s terms with respect to the fiscal year during which the Date of Termination occurs, and such amount shall be paid in a lump sum within (I) the 30-day period commencing on the 60th day following the Date of Termination, or (II) such later period as required by Section 6; and (iv) any accrued vacation pay to the extent not theretofore paid, and such amount shall be paid in a lump sum within 30 days following the Date of Termination. (B) The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of Termination, or within such later period as required by Sections 6, an amount equal to the product of: (i) multiplied by, (ii) the sum of: (x) the higher of the Executive’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive’s annual base salary in effect immediately prior to the Payment Trigger, plus (y) the higher of the Executive’s Annual Incentive Target in effect immediately prior to the occurrence of the Change in Control or the Executive’s Annual Incentive Target in effect immediately prior to the Payment Trigger. (C) The Corporation shall pay to the Executive in a lump sum in cash within the 30 day period commencing on the 60th day following the Date of Termination, or such later period as required by Sections 6, an amount equal to the product of (i) the Executive’s monthly premium for health and dental insurance continuation coverage for the Executive and the Executive’s family under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), based on the monthly premium rate for such coverage in effect on the Date of Termination, multiplied by (ii) months. (D) The payments Corporation shall, at its sole expense as incurred, provide the Executive with outplacement services from a recognized outplacement service provider, the scope of which shall be selected by the Executive in his sole discretion, provided for in paragraphs that (Bi) the cost to the Corporation shall not exceed $25,000, and (Cii) in no event shall the period during which the outplacement service expenses are incurred or the period during which the expenses are paid, extend beyond the end of this Section 4 shall be made the second calendar year that begins after the Executive’s Date of Termination. (E) To the extent not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on theretofore paid or before that day, in which caseprovided, the Corporation shall pay to the Executive on all vested benefits or other amounts that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly otherwise entitled and shall pay to receive under any plan, policy, practice or program of or any contract or agreement with the remainder Corporation or any of its Subsidiaries at or subsequent to the Date of Termination in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Notwithstanding the foregoing, if the Executive receives the payments and benefits in accordance with paragraphs (together with interest at the rate provided in Section 1274(b)(2)(BA)(iii), (B), (C) and (D) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation Executive shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations includingnot be entitled to any severance pay or benefits under any severance plan, without limitation, any opinions program or other advice policy of the Corporation has received from outside counselor its Subsidiaries, auditors or consultants (and any opinions or advice that are unless otherwise specifically provided therein in writing shall be attached a specific reference to the statement)this Agreement.

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Corporation Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of twelve (12) months following the occurrence of the Payment Trigger; (b) the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and (c) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- one hundred fifty percent (a150%) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment TriggerTrigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, plusif any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a), (b) the higher Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the aggregate maximum amounts payable target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; (c) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to all incentive compensation plans for the fiscal year provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of eighteen (18) months following the Date of Termination; and (d) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all payment of short term cash incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming compensation) that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall may be reduced by any cash severance benefit otherwise paid to due the Executive under any applicable severance employee welfare, benefit, equity, or long term incentive plan or other severance arrangement. For purposes of this paragraph (B), amounts payable then in effect to the extent the Executive pursuant is an eligible participant, subject to an incentive compensation plan for and upon the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period terms and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and and, if applicable, Paragraph (C) of this Section 4 shall be made not later than the fifth day within two (2) business days following the occurrence Date of a Payment TriggerTermination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that daydate, in which case, the Corporation Company shall pay to the Executive on that day date an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (together with interest at 5) business days following the rate provided in Section 1274(b)(2)(Bfinal determination of such amounts due to the Executive under this Agreement. (E) As a condition to the receipt of the Codeseverance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount thereof can that is subject to Code Section 409A shall be determined but in no event later paid sooner than the thirtieth first day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds year following the amount subsequently determined to have been dueyear that includes the Date of Termination, regardless of when the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)General Release is signed.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- (a) the higher of the Executive's (1) annual base salary in effect immediately prior to the occurrence of the Change in Control or (2) the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of (1) the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive's target annual bonus for the fiscal year (or other measuring period commencing coincident with or most recently period) prior to the date on fiscal year (or other measuring period) in which the Change in Control occurs or (2) the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive's target annual bonus for the fiscal year (or other measuring period commencing coincident with or most recently prior to the date on period) in which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation annual bonus plan for the fiscal year or other measuring period commencing coincident with described in (1) or most recently prior to the date on which the Change of Control or Payment Trigger(2) above, as applicable, occurs applicable (the "applicable year/period") ), shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive compensation plan requiring conditioning the receipt of any payment upon continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period period, preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) For the fiscal year or other measuring period during which the Payment Trigger occurs, the Executive shall be entitled to a pro rata bonus equal to the number of calendar days elapsed during the fiscal year or other measuring period prior to the Date of Termination divided by the total days in the fiscal year or measuring period, as the case may be, and multiplied by the target bonus payable for such period. (E) The payments provided for in paragraphs (B), (C) and (CD) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(Bsection 1274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from any outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement). (i) In addition to the payments provided for above in this Section 4, the Corporation shall provide or arrange to provide, at the same cost to the Executive, and at the same coverage level as in effect as of the Date of Termination (subject to changes in coverage levels applicable to all employees who are similarly situated to the Executive prior to the Date of Termination), a continuation of the Executive's (and the Executive's eligible dependents') health and life insurance coverages for [thirty-six (36)] [twenty-four (24)] months from the Date of Termination. The applicable COBRA health insurance benefit continuation period shall commence at the beginning of this [thirty-six (36)] [twenty-four (24)] month benefit continuation period. (ii) The providing of these health and life insurance benefits by the Corporation shall be discontinued prior to the end of the [thirty-six (36)] [twenty-four (24)] month continuation period to the extent that the Executive becomes covered under the health and/or life insurance coverages of a subsequent employer; provided that such subsequent employer health insurance coverage does not contain any exclusion or limitation with respect to any preexisting condition of the Executive or the Executive's eligible dependents. For purposes of enforcing this offset provision, the Executive shall have a duty to promptly inform the Corporation in writing if the Executive becomes covered under the health and/or life insurance coverages of a subsequent employer.

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three one multiplied by (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive 1998 Management Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum payment, in cash, equal to the product of: (i) three one multiplied by (ii) the sum of --- (a) the higher of the Executive's ’s annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's ’s annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "“applicable year/period"”) shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) The payments provided for in paragraphs (B) and (C) of this Section 4 shall be made not later than the fifth day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).

Payments Due Upon a Payment Trigger. (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement. (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Corporation Executive’s Annual Base Salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the Annual Base Salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of twelve (12) months following the occurrence of the Payment Trigger; (b) the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and (c) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the product of: (i) three multiplied by (ii) the sum of -- one hundred fifty percent (a150%) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary ’s Annual Base Salary in effect immediately prior to the Payment TriggerTrigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, plusif any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a); (b) the higher Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive's costs of relocation services; (c) the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the aggregate maximum amounts payable target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; (d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to all incentive compensation plans for the fiscal year provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of eighteen (18) months following the Date of Termination; and (e) the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all payment of short term cash incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occurs, in each case, assuming compensation) that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms of the incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall may be reduced by any cash severance benefit otherwise paid to due the Executive under any applicable severance employee welfare, benefit, equity, or long term incentive plan or other severance arrangement. For purposes of this paragraph (B), amounts payable then in effect to the extent the Executive pursuant is an eligible participant, subject to an incentive compensation plan for and upon the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change of Control or Payment Trigger, as applicable, occurs (the "applicable year/period") shall not include amounts attributable to a fiscal year or other measuring period that commenced prior to the applicable year/period terms and that become payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as conditions set forth in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issuedsuch plan. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan but that has not yet been paid to the Executive. (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and and, if applicable, Paragraph (C) of this Section 4 shall be made not later than the fifth day within two (2) business days following the occurrence Date of a Payment TriggerTermination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that daydate, in which case, the Corporation Company shall pay to the Executive on that day date an estimate, as reasonably determined in good faith by the CorporationCompany, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (together with interest at 5) business days following the rate provided in Section 1274(b)(2)(Bfinal determination of such amounts due to the Executive under this Agreement. (E) As a condition to the receipt of the Codeseverance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit B, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits or other payment benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount thereof can that is subject to Code Section 409A shall be determined but in no event later paid sooner than the thirtieth first day after the occurrence of a Payment Trigger. In the event the amount of the estimated payments exceeds year following the amount subsequently determined to have been dueyear that includes the Date of Termination, regardless of when the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement)General Release is signed.

Payments Due Upon a Payment Trigger. ​ (A) The Corporation Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.. ​ (B) (i) Upon the occurrence of a Payment Trigger during the term of this AgreementAgreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1: ​ (a) the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Date of Termination, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate “payment” for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the Date of Termination, for a period of six (6) months following the Date of Termination or such lesser number of months Executive is employed by the Company as Senior Vice President, Truckload Operations (pro-rated for partial months); ​ (b) the Company shall pay to the Executive a lump sum amount, in cash, if and to the extent earned, under any short term cash incentive compensation plan for the fiscal year in which the Date of Termination occurs, which plan has been adopted. by the Executive Compensation Committee of the Board prior to the Date of Termination, pro­ rated for the number of days Executive was employed by the Company in the applicable fiscal year through the Date of Termination, and payable at the time and on the same basis as paid to recipients still employed by the Company; and ​ (c) the Company shall pay the Executive any other amounts (other than any payment of short term cash incentive compensation described in Section 4(B)(i)(b) above or Section 4(C) below) that may be due to the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan. ​ (ii) Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1: ​ (a) the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Date of Termination, provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A, then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a); (b) to the extent the Executive has established full time residency in the Ft. ▇▇▇▇▇/Van Buren, Arkansas area for Executive and his family, the Corporation Company shall pay to the Executive a lump sum payment, in cash, equal to the product of:amount set forth on the signature page to this Agreement (if any) and identified as relocation services benefit, to defray the Executive’s costs of relocation services; ​ (i) three multiplied by (iic) the sum of -- (a) the higher of the Executive's annual base salary in effect immediately prior to the occurrence of the Change in Control or the Executive's annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of the aggregate maximum amounts payable Company shall pay to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Change in Control occurs or the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans for the fiscal year or other measuring period commencing coincident with or most recently prior to the date on which the Payment Trigger occursa lump sum amount, in each casecash, assuming that the Executive were continuously employed by the Corporation or a Subsidiary on the terms and conditions, including, without limitation, the terms equal to one hundred fifty percent (150%) of the target amount of any short term incentive plans, in effect immediately prior to the Change in Control or Payment Trigger, whichever applies, until the last day of that fiscal year or other measuring period. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation plan for the fiscal year or other measuring period commencing coincident with or most recently in which the Date of Termination occurs, which plan has been adopted by the Executive Compensation Committee of the Board prior to the date on Date of Termination, that would have been paid to the Executive for the fiscal year in which the Change Date of Control or Payment TriggerTermination occurs, assuming all performance and other vesting criteria were satisfied for such year; provided, that if no short term cash incentive cash compensation plan has been adopted for the fiscal year in which the Date of Termination occurs, such target amount will be equal to the Executive’s target amount under the short term incentive cash compensation plan adopted by the Executive Compensation Committee of the Board for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs; (d) the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as applicableamended (“COBRA”), occurs during a period of eighteen (18) months following the "applicable year/period"Date of Termination; and ​ (e) the Company shall not include pay the Executive any other amounts attributable to a fiscal year (other than any payment of short term cash incentive compensation described in Section 4(B)(ii)(c) or other measuring period Section 4(C)) that commenced prior may be due the Executive under any employee welfare, benefit, vacation, equity, or long term incentive plan then in effect to the applicable year/period extent the Executive is an eligible participant, subject to and that become payable during upon the applicable year/periodterms and conditions set forth in any such plan. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued.​ (C) Notwithstanding any provision of any incentive compensation planplan adopted by the Executive Compensation Committee of the Board prior to the Date of Termination, including, without limitation, and in addition to any provision of any incentive plan requiring continued employment after the completed fiscal year or other measuring periodpayments under Paragraph (B) hereof, the Corporation Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any cash incentive compensation that has been allocated or awarded to and earned by the Executive under any cash incentive compensation plan adopted by the Executive Compensation Committee of the Board for a completed fiscal year or other measuring period preceding the occurrence of a Payment Trigger under any incentive compensation plan the Date of Termination but that has not yet been paid to the Executive.. ​ (D) The payments provided for in paragraphs subparagraph (ii)(a) of Paragraph (B) and, if applicable and due upon the occurrence of a Payment Trigger during the term of this Agreement by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1, Paragraph (C) of this Section 4 shall be made within a reasonable time following the expiration of the applicable waiting periods following execution and delivery of the General Release (as hereinafter defined). ​ (E) As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the fifth Date of Termination. Notwithstanding anything to the contrary contained herein, no severance benefits or other payments required under this Agreement shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid within a reasonable time after such date, without interest. Notwithstanding the foregoing, if the sixty-day period after the Date of Termination ends in the calendar year following the occurrence year that includes the Date of a Payment TriggerTermination, unless no such amount that is subject to Code Section 409A shall be paid sooner than the amounts of such payments cannot be finally determined on or before that day, in which case, the Corporation shall pay to the Executive on that first day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount year following the year that includes the Date of Termination, regardless of when the payments to which the Executive General Release is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Triggersigned. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess shall constitute a loan by the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code). At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from outside counsel, auditors or consultants (and any opinions or advice that are in writing shall be attached to the statement).​

Payments Due Upon a Payment Trigger. (A) The Corporation shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term Term of this Agreement. (B) Upon the occurrence of a Payment Trigger during the term of this Agreement, the Corporation shall pay to the Executive a lump sum paymentpayment (the “Change in Control Payment”), in cash, equal to the product ofto: (i) three multiplied by (ii) the sum of --– (a) the higher of the Executive's ’s (1) annual base salary in effect immediately prior to the occurrence of the Change in Control or and (2) the Executive's ’s annual base salary in effect immediately prior to the Payment Trigger, plus (b) the higher of (1) the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive’s target annual bonus for the fiscal year (or other measuring period commencing coincident with or most recently period) prior to the date on fiscal year (or other measuring period) in which the Change in Control occurs or and (2) the aggregate maximum amounts payable to the Executive pursuant to all incentive compensation plans Executive’s target annual bonus for the fiscal year (or other measuring period commencing coincident with or most recently prior to the date on period) in which the Payment Trigger occurs; provided, in each casehowever, assuming that the Executive were continuously employed by shall be entitled to the Corporation or a Subsidiary on greater of (x) such Change in Control Payment and (y) the terms aggregate amount of cash payments payable to the Executive under the Employment Agreement (the “Termination Payment”) in connection with the occurrence of such Payment Trigger. For the avoidance of doubt, it is understood and conditions, including, without limitation, agreed that the terms of the incentive plans, in effect immediately prior Executive shall be entitled to receive either the Change in Control Payment or the Termination Payment Triggerpursuant to the Employment Agreement, whichever applies, until the last day of that fiscal year or other measuring periodis greater. The amount determined under the foregoing provisions of this paragraph (B) shall be reduced by any cash severance benefit otherwise paid to the Executive under any applicable severance plan or other severance arrangement. For purposes of this paragraph (B), amounts payable to the Executive pursuant to an incentive compensation annual bonus plan for the fiscal year or other measuring period commencing coincident with described in (1) or most recently prior to the date on which the Change of Control or Payment Trigger(2) above, as applicable, occurs applicable (the "“applicable year/period") ”), shall not include amounts attributable to a fiscal year or other measuring period that commenced commence prior to the applicable year/period and that become became payable during the applicable year/period. For purposes of this paragraph (B), incentive compensation plans shall include, without limitation, the ALLTEL Corporation Performance Incentive Compensation Plan as in effect from time to time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan as in effect from time to time, and any incentive bonus plan or arrangement that provides for payment of cash compensation, and shall exclude, without limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in effect from time to time, any plan qualified or intended to be qualified under Section 401(a) of the Code and any plan supplementary thereto, executive fringe benefits, and any plan or arrangement under which stock, stock options, stock appreciation rights, restricted stock or similar options, stock, or rights are issued. (C) Notwithstanding any provision of any incentive compensation plan, including, without limitation, any provision of any incentive compensation plan requiring conditioning the receipt of any payment upon continued employment after the completed fiscal year or other measuring period, the Corporation shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been allocated or awarded to the Executive for a completed fiscal year or other measuring period period, preceding the occurrence of a Payment Trigger trigger under any incentive compensation plan but has not yet been paid to the Executive. (D) For the fiscal year or other measuring period during which the Payment Trigger occurs, the Executive shall be entitled to a pro rata bonus equal to the number of calendar days elapsed during the fiscal year or other measuring period prior to the Date of Termination divided by the total days in the fiscal year or other measuring period, as the case may be, and multiplied by the target bonus payable for such period. (E) The payments provided for in paragraphs (B), (C) and (CD) of this Section 4 shall be made not later than the fifth tenth business day following the occurrence of a Payment Trigger, unless the amounts of such payments cannot be finally fully determined on or before that day, in which case, the Corporation shall pay to the Executive on that day an estimate, as reasonably determined in good faith by the Corporation, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the occurrence of a Payment Triggerdetermined. In the event the amount of the estimated payments exceeds the amount subsequently determined to have been due, the excess Executive shall constitute a loan by promptly return to the Corporation to the Executive, payable on the fifth business day after demand by the Corporation (together with interest at the rate provided in Section l274(b)(2)(B) of the Code)excess. At the time that payments are made under this Section 4, the Corporation shall provide the Executive with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the Corporation has received from any outside counsel, auditors or consultants consultants. (i) In addition to the payments provided for above in this Section 4, the Corporation shall provide or arrange to provide, on a pass-through cost basis to the Executive, and at substantially the same coverage level as in effect as of the Date of Termination (subject to changes in coverage levels applicable to other executives of the Corporation prior to the Date of Termination), a continuation of the Executive’s (and the Executive’s eligible dependents’) health and life insurance coverages for twelve (12) months from the Date of Termination. The applicable COBRA health insurance benefit continuation period shall commence at the beginning of this twelve (12) month benefit continuation period. (ii) The providing of these health and life insurance benefits by the Corporation shall be discontinued prior to the end of the twelve (12) month continuation period to the extent that the Executive becomes covered under the health and/or life insurance coverages of a subsequent employer; provided that such subsequent employer health insurance coverage does not contain any opinions exclusion or advice that are limitation with respect to any preexisting condition of the Executive of the Executive’s eligible dependents. For purposes of enforcing this offset provision, the Executive shall have a duty to promptly inform the Corporation in writing shall be attached to if the statement)Executive becomes covered under the health and/or life insurance coverages of a subsequent employer.