Common use of Good Reason; Other Than for Cause, Death or Disability Clause in Contracts

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause Cause, death or Disability Disability, or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, then, in a lump sum in cash each case, subject to Executive’s execution within 30 50 days after following the Date of Termination, and non-revocation, of a release of claims in the aggregate of form attached as Exhibit A (the following amounts“Release”), the Company and its Affiliates shall pay to Executive the following: (Ai) the sum of (iA) the Executive’s portion of the Annual Base Salary due for the period through the Date of Termination to the extent not theretofore paid, (iiB) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP accrued but unpaid vacation and (C) Executive’s business expenses that has have not been earned reimbursed by the Executive for a completed fiscal year or other measuring period preceding Company as of the Date of Termination under any Short-Term Bonus Plans that were incurred by Executive on or the LTIP, but has not yet been paid prior to the ExecutiveDate of Termination (the sum of the amounts described in clauses (A), (B) and (C) shall be hereinafter referred to as the “Accrued Obligations”), which Accrued Obligations shall be paid in a lump sum in cash within 60 days following the Date of Termination; (ii) any unpaid Annual Bonus earned by Executive in respect of the fiscal year of the Company that was completed on or prior to the Date of Termination (the “Unpaid Annual Bonus”), which Unpaid Annual Bonus shall be paid in a lump sum in cash no later than March 15 following the year in which it was earned; (iii) a prorated Annual Bonus in respect of the fiscal year of the Company in which the Date of Termination occurs, with such amount to equal the product of (A) the greater of (x) the Maximum target Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans opportunity for the fiscal year in which the Date of Termination occurs (such greater amountoccurs, the “Recent Annual Bonus”) and (B) a fraction, (I) the numerator of which is the number of days in the applicable performance period fiscal year of the Company in which the Date of Termination occurs through the Date of Termination Termination, and (II) the denominator of which is 365365 (the “Prorated Annual Bonus”), which Prorated Annual Bonus shall be paid in a lump sum in cash on the first regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater Severance Multiple (as defined below) multiplied by (B) the sum of (x) the Maximum LTIP Bonus Annual Base Salary and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP target Annual Bonus opportunity as in effect for the performance period commencing immediately prior to fiscal year of the Company in which the Date of Termination occurs, which amount shall be paid in a lump sum in cash on the first regularly scheduled payroll date following the effective date of the Release, provided that if the period for consideration and revocation of the Release spans two calendar years, then the payment shall be made no sooner than the first regularly scheduled payroll date in the second calendar year; (such greater amount, the “Recent LTIP Bonus”) and (Bv) a fraction, cash payment equal to 125% of the numerator full amount of which is the premiums for health insurance coverage for a number of days in the applicable performance period under the LTIP through years following the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product Severance Multiple, determined based on the level of (i) three coverage for Executive and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum dependents as of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) which shall be paid on the Executive’s age is increased by first regularly scheduled payroll date following the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each effective date of the three years is Release, provided that required by Sections 3(b)(1), 3(b)(2) if the period for consideration and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent revocation of the Executive’s actual benefit (paid or payable)Release spans two calendar years, if any, under then the Retirement Plan and payment shall be made no sooner than the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans first regularly scheduled payroll date in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Terminationyear; and (4vi) to the extent not theretofore paid or provided, the Company and its Affiliates shall timely pay or provide to Executive, in accordance with the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A terms of the Codeapplicable plan, cash program, policy, practice or contract, any other amounts or benefits required to be paid or provided, or that would otherwise be payable Executive is eligible to receive under any plan, program, policy, practice or provided under this Section 5(a) during contract of the six-month period immediately following Company or its Affiliates, through the Date of Termination (such other amounts and benefits shall instead be paid, with interest on any delayed payment at hereinafter referred to as the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“InterestOther Benefits”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, death or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive the aggregate of the following amounts in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s Annual Base Salary and any accrued vacation pay through the Date of Termination to the extent not theretofore paidTermination, (ii2) notwithstanding any provision of any Short-Term the Executive’s Annual Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after for the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period immediately preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs if such bonus has not been paid as of the Date of Termination, and (such greater amount3) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, in each case, to the extent not theretofore paid (the sum of the amounts described in clauses (1) through (3), shall be hereinafter referred to as the “Recent Accrued Obligations”); and B. the product of (1) the highest Annual Bonus earned by the Executive for the last three full fiscal years of the Company ending prior to the year in which the Date of Termination occurs (including any amounts deferred or satisfied with equity award grants) (the “Highest Annual Bonus”) and (B2) a fraction, the numerator of which is the number of days in the applicable performance period fiscal year in which the Date of Termination occurs through the Date of Termination Termination, and the denominator of which is 365, 365 (iv) for each performance period thenthe “Pro-outstanding under the LTIP, rata Bonus”); and C. an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) times the sum of (A1) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed Highest Annual Bonus and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under on behalf of the Executive to the Company’s Profit Sharing Retirement Plan is equal to (or successor plan) for the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the plan year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect ending immediately prior to the plan year during which the Date of Termination;Termination occurs; and (2ii) for three years after during the Executive’s three-year period following the Date of Termination, Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family shall be provided with welfare benefits at least equal toas favorable, and at the after-tax same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in under Section 3(b)(52(b)(iii)(B) and 3(b)(7) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to continued until the Executive, as in effect generally at any time thereafter with respect to other peer executives end of the Company and the Affiliated Companies and their familiesContinuation Period; provided, however, that, if that during any period when the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall provided by the Company under this Section 4(a)(ii) may be made secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(24(a)(ii) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iii) to the extent not theretofore paid or provided, the Company 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 Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits (as defined in Section 6Benefits”). Notwithstanding the foregoing provisions of this Section 5(a4(a), to the extent required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), cash amounts or benefits that would otherwise be payable or provided under this Section 5(a4(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three two and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three two years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three two years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such threetwo-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three two years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three two years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three two years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, family as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, in a lump sum in cash Executive the following amounts: A. within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the Termination a lump sum of (i) cash amount equal to the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision ; B. a lump sum payment on the first day of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment the seventh month after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid equal to the Executive, (iii) the product of (A) the greater of (x) the Maximum higher of (I) the Recent Annual Bonus and (yII) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized amount for any fiscal year consisting of the pre-established maximum short-term bonus(es) that may be earned by less than twelve full months or during which the Executive under the Company’s Short-Term Bonus Plans was employed for less than twelve full months), for the most recently completed fiscal year in which during the Date of Termination occurs Employment Period, if any (such greater amount, higher amount being referred to as the “Recent Highest Annual Bonus”) and (By) a fraction, the numerator of which is the number of days in the applicable performance period current fiscal year through the Date of Termination Termination, and the denominator of which is 365, (iv) for each performance period then-outstanding under ; C. Within 30 days after the LTIP, Date of Termination an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to Executive’s accrued but untaken vacation through the Date of Termination Termination. The sum of the amounts described in Clauses (such greater amount, the “Recent LTIP Bonus”A) and (B) and (C) shall be hereinafter referred to as the “Accrued Obligations”; however, the payment of the amount described in clause (B) shall not reduce the amount of the bonus that is otherwise payable to the Executive under Section 9(b) of the Company’s Incentive Compensation Plan, which amount shall be payable after the close of the performance period, contingent on the satisfaction of performance goals, and adjusted by a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP current fiscal year through the Date of Termination Termination, and the denominator of which is 1095, provided, that with respect to 365; D. a lump sum payment on the performance period commencing under first day of the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through seventh month after the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i1) three and (ii2) the sum of (Ax) the Executive’s Annual Base Salary, Salary and (By) the Recent Highest Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount E. a lump sum payment on the first day of the seventh month after the Date of Termination equal to the sum of difference between (i) excess of (Aa) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able favorable to the Executive than those in effect under the Retirement Plan (as defined below) immediately prior to the Effective Date, except as specified below with respect to increases in base salary and annual bonus) and any excess or supplemental under the qualified defined benefit retirement plan in which the Executive participates (collectivelythe “Retirement Plan”) and any excess or supplemental retirement plan in which the Executive participates (together, the “SERP”) that which the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, Termination assuming for this purpose that (1) all accrued benefits are fully vested, and, assuming that (1) the Executive’s base salary increased in each of the three years by the amount required by Section 4(b)(i) (in the case of Section 4(b)(i)(y) based on increases (excluding promotional increases) in base salary for the most recently completed fiscal year prior to the Date of Termination) had the Executive remained employed, and (2) the Executive’s age is increased by the number annual bonus (annualized for any fiscal year consisting of years that less than twelve full months or during which the Executive is deemed to be so was employed and (3for less than twelve full months) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1)bears the same proportion to the Executive’s base salary in such year or fraction thereof as it did for the last full year prior to the Date of Termination, 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (Bb) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2ii) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(54(b)(iv) and 3(b)(7) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies its affiliated companies and their families; , provided, however, that, that if the Executive becomes reemployed with another employer and is eligible to receive such medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two and one-half years after the end Date of the Benefit Continuation Period Termination and to have retired on the last day of such periodperiod except to the extent the providing of such service credit would cause a benefit to be discriminatory or violate a qualification rule under Internal Revenue Code Section 79 or 105(h) or other applicable Code rule; (3iii) the Company shall, at its sole expense as incurred, provide on the first day of the eighth month following the Date of Termination reimburse the Executive with for outplacement services received by the Executive during the first six (6) months after the date of termination, the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of TerminationExecutive in his sole discretion; and (4iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash other amounts or benefits that would otherwise required to be payable paid or provided or which the Executive is eligible to receive under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paidany plan, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “InterestOther Benefits”), on ) and such payments shall be provided at such times and in such amounts as called for by the first business day after the date that is six months following the Executive’s “separation from service” within the meaning terms of Section 409A.such Other Benefits arrangements.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s 's employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of TerminationTermination (or, in the case of any amount calculated based on the actual performance during the fiscal year of the termination, at such time as bonuses are paid or made available to other senior executives of the Company) the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii2) the product of (A) the greater of (x) the Maximum Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and (y) the annualized amount for any fiscal year consisting of the pre-established maximum short-term bonus(es) that may be earned by less than twelve full months or during which the Executive under the Company’s Short-Term Bonus Plans was employed for less than twelve full months), for the most recently completed fiscal year in which during the Employment Period or, if the Date of Termination occurs during the fiscal year during which the Effective Date occurs, for the current fiscal year based on the actual performance results for the measuring period ending at the end of such fiscal year assuming that the Executive was employed by the Company for the entire fiscal year (such greater amountthe "Earned Bonus"), provided that (and without affecting the definition of Earned Bonus), if Executive is entitled pursuant to the Annual Plan to a portion of the Target Bonus for a fiscal year as a result of a "change of control," as defined in the Annual Plan, the “Recent Annual Bonus”) amount payable under A2 if for the same fiscal year shall be reduced by the amount of the Target Bonus being otherwise paid, and (By) a fraction, the numerator of which is the number of days in the applicable performance period current fiscal year through the Date of Termination Termination, and the denominator of which is 365365 (the "Pro Rata Bonus"), (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y3) the pre-established maximum bonus that may be earned any compensation previously deferred by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”together with any accrued interest or earnings thereon) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in subclauses clauses (i1), (ii2), (iii), (iv) and (v), 3) shall be hereinafter referred to as the “"Accrued Obligations”");; and (B) B. If the Date of Termination is prior to May 8, 2001, the amount equal to the product of (i1) three and (ii2) the sum of the Executive's Annual Base Salary and the Earned Bonus, or if the Date of Termination is on or after May 8, 2001, the amount equal to the product of (Aa) two and (b) the sum of the Executive’s 's Annual Base Salary, (B) Salary and the Recent Annual Bonus and (C) the Recent LTIP Earned Bonus; and (C) C. an amount equal to the sum of difference between (i) excess of (Aa) the actuarial equivalent of the benefit (utilizing actuarial assumptions no less favorable to the Executive than those most favorable to the Executive in effect under the Company’s 's qualified defined benefit retirement plan (the “"Retirement Plan”") (utilizing actuarial assumptions no less favor- able at any time during the 120 days immediately prior to the Executive than those in effect a Change of Control) under the Retirement Plan immediately prior to the Effective Date) Plan, and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectivelytogether, the “"SERP”") that which the Executive would receive if the Executive’s 's employment continued for (I) if the Date of Termination is prior to May 8, 2001, three years after the Date of Termination, assuming for this purpose that or (1II) all accrued benefits are fully vestedif the Date of Termination is on or after May 8, (2) 2001, two years after the Executive’s age is increased by the number Date of years that the Executive is deemed to be so employed Termination, and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (Bb) the actuarial equivalent of the Executive’s 's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination Termination. For purposes of this subsection (C), it shall be assumed that all accrued benefits are fully vested and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if Executive's compensation during the Executive’s employment continued for applicable two or three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years period is that required by Sections 3(b)(1), 3(b)(2Section 3(b)(i) and 3(b)(3by Section 3(b)(ii) and (z) to the extent that the Company contributions are determined but based on the contributions Earned Bonus; (ii) all stock options, restricted stock and other stock-based compensation shall become immediately exercisable or deferrals of the Executive, that the Executive’s contribution or deferral electionsvested, as appropriate, are those in effect immediately prior to the case may be; (iii) If the Date of Termination; (2) Termination is prior to May 8, 2001, for three years after the Executive’s 's Date of Termination, or, if the Date of Termination is on or after May 8, 2001, for two years but, in all cases, for such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(53(b)(vii) and 3(b)(7) of this Agreement if the Executive’s 's employment had not been terminated orterminated, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, that if the Executive becomes reemployed with another employer and is eligible to receive such medical or other welfare benefits under another employer provided plan, the corresponding medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Periodterminated. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the later of the applicable two or three year period after the Date of Termination or the end of the Benefit Continuation Employment Period and to have retired on the last day of such period; (3iv) If the Date of Termination is prior to May 8, 2001, for three years after the Executive's Date of Termination, or, if the Date of Termination is on or after May 8, 2001, for two years, the Company shall, at its sole expense as incurred, shall continue to provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of TerminationFringe Benefits; and (4v) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding other amounts or benefits required to be paid or provided to the foregoing provisions Executive or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of this Section 5(a)the Company and its affiliated companies, to the extent required in order to comply with Section 409A payment of the Code, cash any such amounts or benefits that would otherwise be payable or are not already provided for under this Section 5(a) during Agreement including, but not limited to, the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for supplemental retirement benefit set forth in Section 7872(f)(2)(A3(b)(vi) of above (such other amounts and benefits shall be hereinafter referred to as the Code (“Interest”"Other Benefits"), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, If the Company terminates the shall terminate Executive’s employment other than for Cause or Disability (including for this purpose, any termination pursuant to Section 6(d) hereof), or the Executive terminates shall terminate his employment for Good Reason, or Executive’s employment terminates due to death or Disability: (1) on the Company shall pay to first business day following the Executive, in a lump sum in cash within 30 days after conclusion of the fourteenth (14) day calendar period following the Date of Termination, the aggregate Company shall pay to Executive a cash severance payment in an amount equal to $1,072,800. (2) in satisfaction of the following amounts: (A) bonus Executive would otherwise be eligible to earn under the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by incentive plan in respect of the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount2013 calendar year, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, Company shall pay to Executive an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by annual bonus, if any, to which the Executive would have been entitled for the year of 2013 had Executive’s employment with the Company not been terminated, as determined in accordance with the terms and conditions of the short-term incentive plan of the Company. Such amount, if any, shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the short-term incentive plan of the Company. Executive acknowledges that he will not participate in the Company’s short-term incentive plan for the 2014 calendar year. (3) in satisfaction of the bonus Executive would otherwise be eligible to earn under the LTIP for long-term incentive plan in respect of the performance period commencing immediately prior to the Date of Termination (such greater amount2013 calendar year, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off Company shall pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) Executive an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable)bonus, if any, to which the Executive would have been entitled for the year of 2013 had Executive’s employment with the Company not been terminated, as determined in accordance with the terms and conditions of the long-term incentive plan of the Company. Such amount, if any, and any amounts previously earned by Executive under the Retirement Plan long-term incentive plan shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the SERP as long-term incentive plan of the Company. Executive acknowledges that he will not participate in the Company’s long-term incentive plan for the 2014 calendar year. (4) For a period of 30 months following the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Executive shall be treated as if he had continued to be an Executive for all purposes under the Company’s health insurance plan and dental insurance plan; or if the Executive is prohibited from participating in such plans, the Company shall continue benefits to the otherwise provide such benefits. Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at shall be responsible for any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their familiescosts for such insurance coverage; provided, however, that, if that the Company will pay to Executive becomes reemployed with another a lump sum payment equal to the monthly employer and is eligible to receive subsidy of such benefits under another employer provided plan, costs for the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end duration of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the , plus an amount necessary to cover any incremental taxes incurred by Executive for retiree benefits pursuant related to such plans, practices, programs and policiespayment. Following the Benefit Continuation Period, the Executive shall be considered entitled to have remained employed until receive continuation coverage under Part 6 of Title I of ERISA by treating the end of this period as the applicable qualifying event (i.e., as a termination of employment) for the purposes of ERISA Section 603(2) and with the concurrent loss of coverage occurring on the same date, to the extent allowed by applicable law. (5) For the Benefit Continuation Period, the Company shall maintain in force the Executive’s life insurance in effect under the Company’s voluntary life insurance benefit plan as of the Date of Termination. Executive shall be responsible for any costs for such insurance coverage; provided, however, that the Company will pay to Executive a lump sum payment equal to the monthly employer subsidy of such costs for the duration of the Benefit Continuation Period Period, plus an amount necessary to cover any incremental taxes incurred by Executive related to such payment. For purposes of clarification, the portion of the premiums in respect of such plan for which Executive and Company are responsible, respectively, shall be the same as the portion for which Company and Executive are responsible, respectively, immediately prior to the Date of Termination. (6) For the Benefit Continuation Period, the Company shall provide short-term and long-term disability insurance benefits to Executive equivalent to the coverage that the Executive would have retired had if he had remained employed under the disability insurance plans applicable to Executive on the last day Date of Termination. Executive shall be responsible for any costs for such insurance coverage; provided, however, that the Company will pay to Executive a lump sum payment equal to the monthly employer subsidy of such costs for the duration of the Benefit Continuation Period, plus an amount necessary to cover any incremental taxes incurred by Executive related to such payment. Should Executive become disabled during such period;, Executive shall be entitled to receive such benefits, and for such duration, as the applicable plan provides. For purposes of clarification, the portion of the premiums in respect of such short-term and long-term disability benefits for which Executive and Company are responsible, respectively shall be the same as the portion for which Executive and Company are responsible, respectively, immediately prior to the Date of Termination. (37) Any outstanding unvested stock options or performance shares held by Executive on the Date of Termination shall continue to vest in accordance with their original terms (including any related performance measures) through July 15, 2015 as if Executive had remained an employee of the Company shall, at its sole expense through the end of such period and any such stock option or performance shares that has not vested as incurred, provide of the Executive with outplacement services the scope and provider conclusion of which such period shall be selected immediately cancelled and forfeited as of such date. In addition, Executive shall have the right to continue to exercise any outstanding vested stock options held by the CompanyExecutive through July 15, 2015; provided that in no event shall Executive be entitled to exercise any such outplacement benefits option beyond the original expiration date of such option. Any outstanding restricted stock award held by Executive as of the Date of Termination that would have vested on or before April 15, 2016 had Executive remained an employee of the Company through the end of such date shall begin at be immediately vested as of the Date of Termination and shall end any restricted stock award that would not later than the last day have vested as of the second calendar year that begins after the Date conclusion of Termination; andsuch period shall be immediately cancelled and forfeited as of such date. (4) 8) Notwithstanding anything in this Agreement to the extent not theretofore paid or providedcontrary, in no event shall the Company shall timely pay or provide provision of in-kind benefits pursuant to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), 7 during any taxable year of Executive affect the provision of in-kind benefits pursuant to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date 7 in any other taxable year of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. IfRegardless of whether the Change in Control Period has expired, during if, within one year after the Employment PeriodEffective Date, the Company terminates the (i) Corporation shall terminate Executive’s employment for any reason other than for Cause Cause, Death or Disability Disability, or the (ii) Executive terminates shall terminate his employment for Good Reason: (1I) the Company Corporation shall pay to the Executive, Executive in a lump sum in cash within 30 20 days after the 6-month anniversary of the Date of Termination, Termination the aggregate of the amounts determined pursuant to the following amounts:clauses (A) and (B): (A) if not theretofore paid, Executive’s base salary through the Date of Termination at the rate in effect at the time the Notice of Termination was given; and (B) the sum of (ix) the Executive’s Annual Base Salary through annual base salary at the Date rate in effect at the time the Notice of Termination to was given, or if higher, at the extent not theretofore paid, (ii) notwithstanding highest rate in effect at any provision of any Shorttime within the 90-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring day period preceding the Effective Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) an amount equal to the annualized amount of bonus (if any) paid or payable to Executive pursuant to the pre-established maximum short-term bonus(esapplicable cash incentive compensations plan(s) that may be earned by with respect to the Executive under the Company’s Short-Term Bonus Plans for the last full fiscal year in which completed prior to the Date of Termination; provided, however, if Executive’s Date of Termination occurs (such greater amountafter Executive’s 64th birthday, the “Recent Annual Bonus”) and amount provided in clause (B) above shall be prorated by multiplying such amount by a fraction, the numerator of which is shall be the number of days in the applicable performance period through months (including fractions of a month) that at the Date of Termination remain until the first day of the month coinciding with or next following Executive’s 65th birthday and the denominator of which is 365, shall be twelve (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i12), (ii), (iii), (iv) and (v), the “Accrued Obligations”);; and (BII) until the amount equal earlier to the product occur of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after date one year following the Date of Termination, assuming for this purpose that or (1) all accrued benefits are fully vested, (2ii) the first day of the first month coinciding with or next following Executive’s age is increased by 65th birthday (the number period of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of time from the Date of Termination and until the earlier of (i) or (ii) an amount equal is hereinafter referred to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Unexpired Period”), the Company Corporation shall continue to provide all benefits to the that Executive and/or his family is or would have been entitled to receive under all medical, dental, vision, disability, executive life, group life, accidental death and travel accident insurance plans and programs of Corporation and its affiliated companies, in each case on a basis providing Executive and/or his family with the Executive’s family opportunity to receive benefits at least equal to, to those provided by Corporation and at the same cost to the its affiliated companies for Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices under such plans and policies described in Section 3(b)(5) programs if and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect during the 90-day period preceding the Effective Date. Notwithstanding anything in this Agreement to other peer executives of the Company and the Affiliated Companies and their families; providedcontrary, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits Corporation shall not be provided by provide medical, dental or vision benefits to Executive pursuant to this paragraph (II) for longer than the Company, during such applicable period of eligibility. The Executive’s entitlement time during which Executive would be entitled (or would, but for such benefits, be entitled) to COBRA continuation coverage under a group health plan of Corporation or one of its affiliated companies under Section 4980B of the Code (“COBRA CoverageCOBRA”) shall not be offset by the provision of benefits under this Section 5(a)(2) if Executive elected such coverage and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A.premiums.

Good Reason; Other Than for Cause, Death or Disability. (i) If, during the Employment Period, Executive's employment shall be terminated by the Company terminates the Executive’s employment other than for Cause Cause, or Disability by reason of death or the Disability, or by Executive terminates employment for Good Reason, then the Company shall have all of the following obligations: (1A) the The Company shall pay to Executive the Executive, following amounts in a lump sum in cash within 30 10 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching Accrued Base Salary, the Accrued Annual Bonus, any compensation previously deferred by Executive under any non-qualified deferred compensation plan or arrangement (together with any accrued interest or earnings thereon) and accrued but unpaid vacation pay (collectively, the "Accrued Obligations"), (2) the Prorated Annual Bonus, and (3) the product of [two] [three] times the sum of (x) the Annual Base Salary and (y) the Annual Bonus. (B) Any stock options or similar equity incentive rights previously granted to Executive that are not then fully vested and exercisable pursuant to their terms shall become fully vested and immediately exercisable on the Date of Termination and, together with any stock options or similar equity incentive rights that vested on the Effective Date (to the extent such options or rights have not expired pursuant to their terms and are unexercised), remain exercisable until the earlier of (x) expiration in accordance with their terms or (y) the first anniversary of the Date of Termination. As to any other Company contributions types of equity-based incentive awards previously granted to Executive under any equity-based incentive compensation plan or arrangement of the Company’s qualified defined contribution plans , any restrictions on exercise, payment or transfer shall immediately lapse, and (unless waived or deferred by Executive) Executive shall be paid any excess cash or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years property underlying such award, within 10 days after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater in all respect as though any vesting requirements or any corporate or individual performance goals associated with such awards had been met as of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination;. (21) for three years after During the Executive’s period commencing on the Date of TerminationTermination and continuing thereafter for two years, or such longer period as may provided in any plan or Policy in which Executive is a participant as of the Date of Termination (such eligibility to be provided by determined based on the terms of such plan or Policy as in effect on the appropriate planEffective Date or, programif more favorable to Executive, practice the terms of such plan or policy, but, to Policy as in effect on the extent required in order to comply with Section 409A, in no event beyond the end Date of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”Termination), the Company shall continue benefits to the Executive and/or the Executive’s family provide, at least equal to, and at the same no cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plansmedical, programs, practices dental and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated similar health care benefits (or, if more such benefits are not available, the after-tax economic value thereof determined pursuant to paragraph (3) of this Section 4(a)(i)(C)) to Executive and Executive's family. (2) The terms of such benefits shall be at least as favorable to Executive as the Executive, as in effect generally at any time thereafter with respect to other peer executives terms of the most favorable plans or Policies of the Company and applicable to peer executives at Executive's Date of Termination, but in no event less favorable to Executive than the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B most favorable plans or Policies of the Code (“COBRA Coverage”) shall not be offset by Company applicable to peer executives during the provision of benefits under this Section 5(a)(2) and 90-day period immediately preceding the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period;Effective Date. (3) The after-tax economic value of any benefit to be provided pursuant to paragraph (i) above shall be deemed to be the present value of the premiums expected to be paid for all such benefits that are to be provided on an insured basis. The after-tax economic value of all other benefits shall be deemed to be the present value of the expected net cost to the Company shallof providing such benefits. (D) The Company shall cause Executive to receive, at its sole expense as incurredthe Company's expense, provide the Executive with standard outplacement services the scope and provider of which shall be from a nationally- recognized firm selected by the Company, Executive; provided that the cost to the Company of such outplacement benefits services shall begin at the Date of Termination and shall end not later than the last day exceed 15% of the second calendar year that begins after sum of (x) Annual Base Salary and (y) the Annual Bonus in effect on the Date of Termination; and. (4ii) to If the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (present value as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the CodeEffective Date, cash amounts or benefits that would otherwise be payable or provided under this Section 5(adetermined in accordance with Sections 280G(b)(2)(ii) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(Aand 280G(d)(4) of the Code (“Interest”the "Present Value"), on of the payments and distributions by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) in connection with, or arising out of, Executive's employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets ("Payments") exceeds 110% of the greatest Present Value of Payments (the "Safe Harbor Cap") that could be paid to Executive such that the receipt thereof would not give rise to any excise tax, then at Executive's option the Company shall reduce the maximum amounts payable under this Agreement to the maximum amount that could be paid to Executive such that the Present Value of the Payments does not exceed the Safe Harbor Cap. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments as elected by Executive. For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amounts payable hereunder would not result in a reduction of the Present Value of the Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this paragraph. (iii) All determinations required to be made under the first sentence of paragraph (ii) above shall be made by a nationally recognized certified public accounting firm (which shall not be the firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control) designated by Executive, which shall provide detailed supporting calculations both to the Company and Executive within 15 business day days after delivery by Executive to the date that is six months following Company of a written request for determination. All fees and expenses of said accounting firm shall be borne solely by the Company. Any determination by the accounting firm shall be binding upon the Company and Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, death or Disability Disability, or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive the sum of (1) Executive’s Annual Base Salary in effect for the year of Termination (the “Termination Base Salary”) through the Date of Termination to the extent not already paid and (2) any accrued vacation pay to the extent not already paid (together, the “Accrued Obligations”), within six (6) calendar days after the Date of Termination. (ii) The Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination, Executive has signed the general release required by the Company and all revocation periods for that general release have expired without revocation the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product fifty percent (50%) of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Executive’s Termination (such greater amountBase Salary, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”);and (B) the an additional amount equal to the product of (i) three and (ii) the sum of (A) the 2.5 times Executive’s Annual Termination Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum maximum amount of (i) excess of (A) employer matching contributions that could have been credited to the actuarial equivalent of the benefit Executive under the Company’s qualified defined benefit retirement plan 401(k) Savings Plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able without regard to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any applicable nondiscrimination tests), any other excess or supplemental defined benefit retirement plan in which the Executive participates or any other deferred compensation plan during the twelve (collectively, the “SERP”12) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years month period immediately preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each month of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, such amount to be grossed up so that the amount the Executive actually receives after payment of any federal or state taxes payable thereon equals the amount first described above. (D) No amounts shall be paid or payable to Executive under the Company’s performance-based incentive plans, including the then current NOW Inc. Annual Incentive Plan (or such longer period other name as may be provided by adopted for the terms of the appropriate plan, program, practice plan or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”its successor), for the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them year in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination occurs. (iii) If the Executive elects to continue group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and is eligible for such coverage, the Company will timely reimburse the Executive for the costs of the continuing health insurance benefits through COBRA for eighteen (18) months following the Termination Date. The Executive shall end not later than submit notification of the Executive’s payment for COBRA coverage each month to the Company, and the Company will reimburse the Executive for the COBRA payment within fifteen (15) calendar days after receipt of proof of each monthly COBRA payment made by the Executive. If the Executive becomes eligible for substantially similar health insurance through a new employer, then the Executive must notify the Company and switch to the new company’s plan instead of continuing to use COBRA coverage; (iv) The Company shall reimburse Executive for all outplacement services incurred on and prior to the last day of the second calendar year that begins after following the year in which the Date of Termination occurs up to a maximum direct cost to the Company of up to 15% of the Executive’s Annual Base Salary as of the Date of Termination; and. The Company shall reimburse Executive within 30 days after Executive provides the Company with an invoice (and any supporting documentation required by the Company) for such outplacement services, but in no event shall any such reimbursement be made after the last day of the third calendar year following the year in which the Date of Termination occurs; (4v) All options to purchase Common Stock held by the Executive pursuant to a stock option plan on or prior to the Date of Termination shall be governed by the terms of the option agreement or plan between the Executive, NOW, and/or the Company; and any restricted stock held by the Executive, not already vested shall be 100% vested; (vi) Any compensation previously deferred by the Executive under a plan sponsored by the Company (together with any accrued interest or earnings thereon) shall be distributed at the earliest time permitted by such plan or, if permitted under the terms of such plan and all applicable laws, statutes or regulations governing such plans, at such other time as the Executive may elect under the terms of such plan; (vii) To the extent not theretofore paid or provided, the Company 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 Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits Benefits”); (viii) The foregoing payments are intended to compensate the Executive for a breach of the Company’s obligations and place Executive in substantially the same position had the employment of the Executive not been so terminated as defined a result of a breach by the Company; and (ix) No amounts shall be payable to Executive under any bonus plan maintained by the Company or NOW (or a similar or successor plan) for the year in Section 6)which the Date of Termination occurs. Notwithstanding the foregoing provisions of this Section 5(a)Provided that, notwithstanding anything contained herein to the extent required contrary, in order to comply accordance with Section 409A of the Code, cash amounts if the Executive is determined by the Board (or benefits that would otherwise its delegate) to be payable or provided under this a “specified employee” (as described in Section 5(a409A of the Code) during for the six-month period immediately following the year in which Executive’s Date of Termination shall instead occurs, any payments or in-kind benefits due hereunder that are not permitted to be paidpaid or provided on the date(s) specified hereunder without the imposition of additional taxes, with interest on any delayed payment at the applicable federal rate provided for in and penalties under Section 7872(f)(2)(A) 409A of the Code (“Interest”), shall be paid in a lump sum or provided on the first business day after the date that is six months following the six-month anniversary of the Date of Termination or, if earlier, Executive’s death (the “separation from service” within the meaning of Section 409A.409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s your employment other than for Cause (as defined below) and other than by reason of your death or Disability Disability, or you resign your employment with Good Reason (as defined below), the Executive terminates employment for Good ReasonCompany shall pay or provide to you the following: (1) as soon as reasonably practicable following the Company shall pay to the ExecutiveDate of Termination (as defined below) and in no event later than thirty (30) days thereafter, in (A) a lump sum cash payment consisting of any (i) accrued Annual Base Salary, (ii) any annual cash incentive award earned by you and awarded by the Compensation Committee for a completed fiscal year (with any portion of such incentive award that was previously deferred to be paid in cash within 30 days after accordance with the applicable deferral arrangement and any election thereunder), (iii) unused vacation accrued through the Date of Termination, the aggregate of the following amounts: and (Aiv) the sum of (i) the Executive’s Annual Base Salary any unreimbursed expenses incurred through the Date of Termination that are subject to reimbursement pursuant to the policies applicable to you, in each case to the extent unpaid (the “Accrued Obligations”), and (B) to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans paid or LTIP, including, without limitationprovided, any provision of any Short-Term Bonus Plans other amounts or LTIP requiring continued employment after the completed fiscal year benefits required to be paid or other measuring period, the amount of any incentive compensation provided or which you are eligible to receive under any Short-Term Bonus Plans plan, program, policy, practice, contract, or LTIP that has been earned by agreement of the Executive for a completed fiscal year or other measuring period preceding Company through the Date of Termination Termination, with any amounts or benefits that constitute non-qualified deferred compensation under any Short-Term Bonus Plans Section 409A to be paid or settled at the LTIPearliest permissible date for purposes of Section 409A (collectively, but has not yet been paid the “Other Benefits”); (2) a lump sum cash payment equal to the Executive, (iii) the product of (A) the greater sum of the Annual Base Salary and Target Incentive Opportunity and (B) the number equal to the quotient of (x) the Maximum Annual Bonus number of full and partial months remaining in the Employment Period following the Date of Termination divided by (y) twelve (12), paid as soon as reasonably practicable after the annualized amount Release effective date (without revocation by you) and no later than the 60th calendar day following the Date of Termination; provided that, following a change in control of the pre-established maximum short-term bonus(es) that may be earned by the Executive under Company (as defined in the Company’s Short2018 Equity Incentive Plan) occurring after the Closing Date (a “Company CIC”), the severance amount that you will be entitled to receive under this Section 4.A(2) shall be no less than the product of (A) the sum of the Annual Base Salary and Target Incentive Opportunity and (B) two and one-Term Bonus Plans half (2.5); (3) a prorated annual cash incentive award for the fiscal year in which the Date of Termination occurs (based upon the period of time elapsed during such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately fiscal year prior to the Date of Termination Termination, calculated on a basis no less favorable than is applicable to other senior executives of the Company and assuming that any individual performance goals are satisfied in full, payable at the time that annual incentive awards are paid to other executives of the Company generally (with any portion of such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days incentive award that was previously deferred to be paid in accordance with the applicable performance period under deferral arrangement and any election thereunder); provided that, following a Company CIC, any such prorated annual cash incentive award will be based on the LTIP through Target Incentive Opportunity and payable at the Date of Termination and time the denominator of which severance in Section 4.A(2) is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued ObligationsProrated Bonus”); (B4) the amount equal to the product of for twenty-four (i24) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after months following the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) a monthly cash payment equal to the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, premium under the Retirement Plan and the SERP Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) in effect as of the Date of Termination and (ii) an amount equal to for the sum level of the Company matching or other Company contributions coverage in effect for you under the Company’s qualified defined contribution plans group health plan (the “COBRA Benefits”); (A) any outstanding cash or equity-based long-term incentive awards held by you (whether granted prior to or after the Closing Date and including the Synergy Integration Award (with any excess or supplemental defined contribution plans performance conditions to be deemed satisfied in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after full)) will vest in full (without proration) with respect to any service vesting requirement on the Date of Termination, assuming for this purpose with any awards that are subject to a performance-vesting condition on the Date of Termination (w) excluding the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occursSynergy Integration Award, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions there are determined applicable performance metrics) to remain outstanding and be eligible to be earned in full (without proration) based on the contributions or deferrals level of performance achieved as determined on a basis no less favorable than that applicable to other senior executives of the ExecutiveCompany holding such awards, that the Executive’s contribution or deferral electionsincluding upon a Company CIC, as appropriate, are those in effect immediately prior to if you had remained employed for the full performance period. Any such vested awards (other than performance-vesting awards for which the performance-vesting condition continues following the Date of Termination;) will be settled or paid to you within thirty (30) days of the Date of Termination (or such later date as may be required to avoid the imposition of penalty taxes under Section 409A), and any such performance-vesting awards that are determined to earned will be settled at the time that similar awards held by active executive officers of the Company are settled generally (the “LTI Benefits”); and (26) for three years after the Executive’s Advisor Fees (as defined below) that otherwise would have been payable during the Advisor Period (as defined below) will be paid in a lump sum within thirty (30) days of the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not this Letter Agreement and your outstanding equity awards granted prior to, on or after the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policiesClosing Date, the Executive following terms shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A.meanings set forth below:

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the If Haskxx xxxll terminate Executive’s 's employment other than for Cause or Disability during the Effective Period, or the Executive terminates shall terminate employment for Good Reason:Reason pursuant to a Notice of Termination delivered during the Effective Period, Haskxx xxxees to make the payments and provide the benefits described below. Haskxx xxxll not be obligated to make such payments and provide such benefits if the Executive's employment with Haskxx xxxminates as a result of Executive's death. (1i) the Company shall Haskxx xxxll pay to the Executive, Executive in a lump sum in cash within 30 10 days after the Date of TerminationTermination an amount equal to the product of (1) and (2), the aggregate of the following amounts: where (A1) is two and (2) is the sum of (ix) Executive's highest rate of annual base salary in effect at any time in the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period two years preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized highest annual amount of incentive compensation (including both short and long term compensation) paid in respect of the pre-established maximum short-term bonus(es) most recent three fiscal years ending before the Date of Termination under; provided, however, that may be earned by if the Executive incentive compensation otherwise payable under Haskxx'x Xxxentive Compensation Plan in respect of the Company’s Short-Term Bonus Plans for fiscal year preceding the fiscal year in which the Date of Termination occurs has not been paid in full on or before the Date of Termination, "two" in this clause (such greater amount, y) shall be replaced by "three." (The amount in this clause (y) is referred to hereinafter as the “Recent Annual Bonus”"Incentive Compensation Payment.") (A) and (B) a fraction, the numerator of which is the number of days in the applicable performance period Haskxx xxxll pay Executive his or her full base salary through the Date of Termination and at the denominator rate in effect at the time the Notice of Termination is (B) In addition, if the incentive compensation otherwise payable under Haskxx'x xxxentive compensation plan of Haskxx xx respect of the fiscal year preceding the fiscal year in which is 365the Date of Termination occurs has not been paid in full on or before the Date of Termination, (iv) for each performance period then-outstanding under the LTIP, Haskxx xxxll pay Executive an amount equal to the product of difference between the Incentive Compensation Payment and the portion (Aif any) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by which was actually paid to the Executive under of such incentive compensation in respect of the LTIP for fiscal year preceding the performance period commencing immediately prior to fiscal year in which the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), occurs. (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three For two years after the Executive's Date of Termination, assuming for this purpose that (1) all accrued Haskxx xxxll continue to provide medical and life insurance benefits are fully vested, (2) the and fringe benefits and other perquisites to Executive and Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s 's employment had not been terminated orin accordance with the most favorable plans, if more favorable to the Executivepractices, as in effect programs or policies of Haskxx xxx its affiliated companies applicable generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their familiesfamilies immediately preceding the Date of Termination; provided, however, that, that if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided planemployer, the medical medical, life insurance and other welfare benefits described herein shall be secondary cease and terminate thirty (30) days after the effective date of Executive's reemployment. In connection with the foregoing, Executive agrees to those provided under notify Haskxx xx writing of his reemployment within Ten days (10) of such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Periodreemployment. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the end Date of the Benefit Continuation Period Termination and to have retired on the last day of such period;. Following the period of continued benefits referred to in this subsection, Executive and Executive's family shall be given the right provided in Section 49808 of the Internal Revenue Code to elect to continue benefits in all group medical plans. In the event that Executive's participation in any of the plans, programs, practices or policies of Haskxx xxxerred to in this subsection is barred by the terms of such plans, programs, practices or policies, Haskxx xxxll provide Executive with benefits substantially similar to those which Executive would be entitled as a participant in such plans, programs, practices or policies. At the end of the period of coverage, Executive shall have the option to have assigned to Executive, at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by Haskxx xxx relating specifically to Executive. (3iv) Haskxx xxxll enable Executive to purchase the Company shallautomobile, if any, that Haskxx xxx providing for Executive at its sole expense the time Notice of Termination was given at the wholesale value of such automobile at such time, as incurred, provide shown in the current addition of the National Auto Research Publication Blue Book. Any outstanding relocation loans to Executive from Haskxx xxxll not be accelerated. The obligations set forth in this Section 6(a) (iv) are hereinafter referred to as the "Special Obligations." (v) Any compensation previously deferred by the Executive (together with outplacement services any accrued earnings or interest thereon) and any accrued vacation pay, in each case to the scope extent not theretofore paid (the amount referred to in this clause (v) and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; andclause (ii) above being referred to as "Accrued Obligations"). (4vi) to To the extent not theretofore paid or provided, the Company shall Haskxx xxxll timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash other amounts or benefits that would otherwise required to be payable paid or provided or which Executive is eligible to receive under this Section 5(a) during the six-month period immediately following the Date any plan, program, policy, practice, contract or agreement of Termination shall instead be paidHaskxx xxx its affiliated companies, with interest on including but not limited to any delayed payment at the applicable federal rate provided for benefits payable to Executive under a plan, policy, practice, etc., referred to in Section 7872(f)(2)(A7 below, (such other amounts and benefits being hereinafter referred to as "Other Benefits") in accordance with the terms of the Code such plan, program, policy, practice, contract or agreement. (“Interest”)vii) Upon a Change of Control, on the first business day after the date that is six months following the any and all options, warrants and grants to purchase Class A Common Stock of Haskxx shall become immediately vested and exercisable by Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s 's employment other than for Cause or Disability or the Executive terminates employment for Good Reason, the Company shall provide the payments and benefits described below: (1) the The Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the an amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid equal to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and Amount (yas defined below) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) times a fraction, the numerator of which is the number of days in the applicable performance period through year in which the Date of Termination and occurs (the denominator of which is 365, (iv"Termination Year") for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through precede the Date of Termination and the denominator of which is the total number of days from January 1in the Termination Year, 2006 until December 31(iii) with respect to each three-year period within which the Date of Termination occurs for which the Executive is entitled to receive a Long-Term Cash Incentive, 2008the excess of (A) the Long Term Cash Incentive Amount (as defined below) times a fraction the numerator of which is the number of days in such three-year period that precede the Date of Termination and the denominator of which is the total number of days in that three-year period, over (B) the amount of the Change of Control Long-Term Payout, if any, received by the Executive with respect to an award for such three-year period, (iv) all compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), and (v) any accrued Paid-Time Off pay vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “"Accrued Obligations”");; with the Annual Bonus Amount being equal to the highest of (I) the Pre-Change Target Annual Bonus, (II) the highest target annual bonus amount for the Executive established after the Effective Date (if any), and (III) if the Date of Termination occurs after a quarterly forecast for the Termination Year has been reported to the Board, the amount of the Annual Bonus that the Executive would have been entitled to receive for the Termination Year, if the Executive's employment had not terminated and the performance shown in the latest such forecast were achieved; and the Long-Term Cash Incentive Amount being equal to the higher of (I) the Pre-Change Target Long-Term Cash Incentive, and (II) the highest target long-term bonus amount for the Executive established after the Effective Date (if any); and (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to times the sum of (i) excess the Executive's Annual Base Salary, (ii) the higher of (I) the Pre-Change Target Annual Bonus and (II) the highest target annual bonus amount for the Executive established after the Effective Date (if any), and (iii) the Long Term Cash Incentive Amount; (2) The Executive shall be paid a monthly retirement benefit (the "Retirement Benefit"), in addition to any benefits to which the Executive is entitled under the qualified and nonqualified defined benefit pension plans maintained by the Company or any of its subsidiaries (including without limitation The Maytag Corporation Employees Retirement Plan and any Supplemental Executive Retirement Plan) (collectively, the "Pension Plans"), commencing upon the first to occur of (A) the actuarial equivalent commencement of payment of benefits to the benefit Executive under the Company’s Maytag Corporation Employees Retirement Plan (or any other qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement pension plan in which the Executive participates participates), or (collectivelyB) the Executive's attainment of age 65, but in no event commencing before the “SERP”third anniversary of the Date of Termination or the Executive's attainment of age 65, whichever occurs first. The amount of the Retirement Benefit for each month shall be the excess of (I) that the aggregate monthly retirement benefit under the Pension Plans to which the Executive would receive if have been entitled, had the Executive’s employment continued Executive remained employed by the Company or its Subsidiaries for three years after the Date of Termination, assuming for this purpose that with annual compensation equal to the Executive's Annual Base Salary plus the Pre-Change Target Annual Bonus, over (1) all accrued benefits are fully vested, (2II) the Executive’s age is increased by aggregate monthly retirement benefit under the number of years Pension Plans that the Executive is deemed to actually receiving. The source of payment of the Retirement Benefit shall be so employed and the general assets of the Company, unless the payment of such amounts is otherwise permissible from a trust funding a qualified Pension Plan without violating any applicable law or regulation or causing the disqualification of such Pension Plan. (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for For three years after the Executive’s 's Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(73(b)(4) if the Executive’s 's employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; , provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until three years after the end Date of the Benefit Continuation Period Termination and to have retired on the last day of such period; (34) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the CompanyExecutive in the Executive's sole discretion provided, provided that the cost of such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day exceed 25% of the second calendar year that begins after the Date of TerminationExecutive's Annual Base Salary; and (45) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates Corporation and the affiliated companies shall terminate the Executive’s 's employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company Corporation shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: (A) A. the sum of (i1) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paidTermination, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii2) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period current fiscal year through the Date of Termination Termination, and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y3) the pre-established maximum bonus that may be earned any compensation previously deferred by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination non-qualified plans (such greater amount, the “Recent LTIP Bonus”together with any accrued interest or earnings thereon) and (B) a fractionthe value of any unused paid time off, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay each case to the extent not theretofore paid (the sum of the amounts described in subclauses clauses (i1), (ii), (iii), (iv2) and (v), 3) shall be hereinafter referred to as the “"Accrued Obligations”");; and (B) B. the amount equal to the product of (i1) three and (ii2) the sum of (x) the Executive's Annual Base Salary, and (y) the Executive's Annual Base Salary multiplied by the Bonus Percentage. For purposes of this Section 6(a)(i)(B), "Bonus Percentage" shall mean the highest percentage obtained by dividing (1) the annual bonus paid or payable, including by reason of any deferral, whether or not payable under the Corporation Management Incentive Plan (or any successor thereto) to the Executive by the Corporation and its affiliated companies (whether in cash, stock or other property, whether such stock or property is granted under the Corporation Management Incentive Plan (or any successor thereto) or another plan including the Corporation Stock Incentive Plan (or any successor thereto)) in respect of each of the three fiscal years during which the Executive has been employed by the Corporation or its affiliated companies immediately preceding the fiscal year in which the Effective Date occurs or such lesser number of years that the Executive has been employed by the Corporation and its affiliated companies (it being understood that such annual bonus shall not include any one-time stock or cash bonuses granted outside the annual bonus program); provided, that for any fiscal year during such three-year or shorter period immediately preceding the fiscal year in which the Effective Date occurs consisting of less than 12 full months or with respect to which the Executive has been employed by the Corporation or its affiliated companies for less than 12 full months and for which the Executive shall have been eligible to receive an annual bonus, the annual bonus for such year shall be the greater of (A) the Executive’s Annual Base Salary, 's target annual bonus for such year or (B) the Recent Annual Bonus actual annual bonus paid or payable, including by reason of any deferral, to the Executive by the Corporation and its affiliated companies (Cwhether in cash, stock or other property, whether such stock or property is granted under the Corporation Management Incentive Plan (or any successor thereto) or another plan including the Corporation Stock Incentive Plan (or any successor thereto)) in respect of such fiscal year, provided, further, that if the Executive has not been eligible to earn such a bonus for any period prior to the Effective Date, the annual bonus for purposes of this clause (1) shall mean the Executive's target annual bonus for the year in which the Effective Date occurs, by (2) the Recent LTIP Bonusbase salary paid or payable to the Executive by the Corporation and its affiliated companies for each such year, annualized for any fiscal year consisting of less than twelve full months or with respect to which the Executive has been employed by the Corporation or its affiliated companies for less than twelve full months. The amount described in the first sentence of this clause B shall be paid in lieu of, and the Executive hereby waives the right to receive, any other amount of severance relating to salary or bonus continuation to be received by the Executive upon termination of employment of the Executive under any severance plan, policy or arrangement of the Corporation or its affiliated companies (it being understood that this payment shall not be in lieu of, and the Executive shall not hereby waive, any stay or retention awards or bonuses to which the Executive may be entitled pursuant to the terms of such stay or retention awards or bonuses); and C. a separate lump-sum payment equal to the product of (C1) three and (2) the sum of (x) the Executive's Annual Base Salary and (y) the Executive's Annual Base Salary multiplied by the Bonus Percentage and (3) the Retirement Contribution Percentage (which, for purposes of this Section 6(a)(i)(C) shall equal the highest percentage of retirement contributions as a percentage of total compensation for all eligible employees of the Corporation and its affiliated companies for any year beginning with the third full year prior to the Effective Date); and D. to the extent not already paid under section 6(a)(i)A above, an amount equal to the sum of (i) excess of (A) the actuarial equivalent unvested portion of the benefit qualified and non-qualified retirement contribution account in addition to any vested amounts due under the Company’s qualified defined benefit retirement plan plans of the Corporation and its affiliated companies; and (the “Retirement Plan”ii) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”)policy may provide, the Company Corporation shall continue benefits to the Executive and/or the Executive’s 's family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(54(b)(iv) and 3(b)(7) of this Agreement if the Executive’s 's employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Corporation and its affiliated companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company Corporation and the Affiliated Companies its affiliated companies and their families; , provided, however, that, that if the Executive becomes reemployed re-employed with another employer and is eligible to receive such medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iii) to the extent not theretofore paid or provided, the Company 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 pursuant to this Agreement under any plan, program, policy or practice or contract or agreement of the Corporation and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits (as defined in Section 6Benefits"). Notwithstanding the foregoing provisions , but excluding solely purposes of this Section 5(a), 6(a)(iii) amounts waived by the Executive pursuant to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning provisions of Section 409A.6(a)(i)(B).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates Partnership shall terminate the Executive’s 's employment without Cause (other than for Cause as a consequence of death or Disability disability, which shall have the effects set forth in Section 5(c) below), or the Executive terminates shall terminate employment for Good Reason: (1i) Except as otherwise provided in Section 12, the Company Executive shall pay to the Executivebe paid, in a single lump sum in cash payment within 30 thirty (30) days after the Date of Termination, the aggregate amount of the following amounts: (A) the Executive's earned but unpaid Base Salary and accrued but unpaid vacation pay, if any, through the Date of Termination, any Annual Bonus earned by the Executive pursuant to Section 3(b)(ii) hereof for any fiscal year that ends on or before the Date of Termination, and any unreimbursed business expenses incurred up through the Date of Termination, subject to the terms and conditions of the Partnership's expense reimbursement policies (the "Accrued Obligations"), (B) one and one-half (11/2) times the sum of (iX) the Executive’s Annual 's Base Salary as in effect immediately prior to the Date of Termination and (Y) the average of his Annual Bonuses earned (including any amounts deferred) for the two (2) years immediately preceding the Date of Termination (or in the event that the Executive has not been employed for two (2) years, then the average of the Annual Bonus paid for the first (1st) year (if completed) and the forecasted bonus for the current year based on performance parameters as described in Section 3(b)(ii) hereof through the Date of Termination extrapolated through the end of such year) (the "Bonus Amount"). Solely for purposes of determining the Executive's benefits payable under this Section 5(a)(i) or Section 5(a)(ii), the Annual Bonus for 2006 shall be deemed to the extent not theretofore paid, be 100% of Base Salary. (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after At the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been time when annual bonuses are paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans other Peer Executives for the fiscal year in which the Date of Termination occurs (such greater amountbut in no event later than the fifteenth day of the third month following the end of the fiscal year in which the Date of Termination occurs), the “Recent Annual Bonus”Executive shall be paid an amount equal to the product of (A) the Bonus Amount and (B) a fraction, the numerator of which is shall be the number of days in the applicable performance period such fiscal year through the Date of Termination and the denominator of which is shall be 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”)paid; (Biii) the amount equal to the product For a period of eighteen (i18) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after months following the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family 's eligible dependents shall continue to be provided with medical, prescription and dental benefits at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s 's employment had not been terminated orterminated. Notwithstanding the foregoing, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer shall cease to receive such medical, prescription and dental benefits on the date the Executive is eligible to receive such benefits under another employer employer-provided group plan; (iv) All equity or equity-based awards, including, without limitation, the medical Founder's UARs, the PTUs and any other welfare benefits described herein shall be secondary to those provided under such other planLTIP awards, and such other benefits shall not be provided held by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end become fully vested, non-forfeitable and exercisable (if applicable) as of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than be exercisable (if applicable) according to the last day terms of the second calendar year that begins after the Date of Terminationapplicable award agreements; and (4v) to To the extent not theretofore paid or provided, the Company Partnership shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash accrued benefits and other amounts or benefits that would otherwise required to be payable paid or provided under this Section 5(a) during or which the six-month period immediately following Executive is eligible to receive prior to the Date of Termination shall instead be paidunder any plan, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) program, policy or practice or contract or agreement of the Code Partnership and its affiliates according to their terms (“Interest”such other amounts and benefits shall be hereinafter referred to as the "Other Benefits"), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s 's employment other than for Cause or Disability or the Executive terminates employment for Good Reason, the Company shall provide the payments and benefits described below: (1) the The Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s 's Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the an amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid equal to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and Amount (yas defined below) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) times a fraction, the numerator of which is the number of days in the applicable performance period through year in which the Date of Termination and occurs (the denominator of which is 365, (iv"Termination Year") for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through precede the Date of Termination and the denominator of which is the total number of days from January 1in the Termination Year, 2006 until December 31(iii) with respect to each three-year period within which the Date of Termination occurs for which the Executive is entitled to receive a Long-Term Cash Incentive, 2008the excess of (A) the Long Term Cash Incentive Amount (as defined below) times a fraction the numerator of which is the number of days in such three-year period that precede the Date of Termination and the denominator of which is the total number of days in that three-year period, over (B) the amount of the Change of Control Long-Term Payout, if any, received by the Executive with respect to an award for such three-year period, (iv) all compensation previously deferred by the Executive (together with any accrued interest or earnings thereon), and (v) any accrued Paid-Time Off pay vacation pay, in each case, to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “"Accrued Obligations”");; with the Annual Bonus Amount being equal to the highest of (I) the Pre-Change Target Annual Bonus, (II) the highest target annual bonus amount for the Executive established after the Effective Date (if any), and (III) if the Date of Termination occurs after a quarterly forecast for the Termination Year has been reported to the Board, the amount of the Annual Bonus that the Executive would have been entitled to receive for the Termination Year, if the Executive's employment had not terminated and the performance shown in the latest such forecast were achieved; and the Long-Term Cash Incentive Amount being equal to the higher of (I) the Pre-Change Target Long-Term Cash Incentive, and (II) the highest target long-term bonus amount for the Executive established after the Effective Date (if any); and (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to two times the sum of (i) excess the Executive's Annual Base Salary, (ii) the higher of (I) the Pre-Change Target Annual Bonus and (II) the highest target annual bonus amount for the Executive established after the Effective Date (if any), and (iii) the Long Term Cash Incentive Amount; (2) The Executive shall be paid a monthly retirement benefit (the "Retirement Benefit"), in addition to any benefits to which the Executive is entitled under the qualified and nonqualified defined benefit pension plans maintained by the Company or any of its subsidiaries (including without limitation The Maytag Corporation Employees Retirement Plan and any Supplemental Executive Retirement Plan) (collectively, the "Pension Plans"), commencing upon the first to occur of (A) the actuarial equivalent commencement of payment of benefits to the benefit Executive under the Company’s Maytag Corporation Employees Retirement Plan (or any other qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement pension plan in which the Executive participates participates), or (collectivelyB) the Executive's attainment of age 65, but in no event commencing before the “SERP”second anniversary of the Date of Termination or the Executive's attainment of age 65, whichever occurs first. The amount of the Retirement Benefit for each month shall be the excess of (I) that the aggregate monthly retirement benefit under the Pension Plans to which the Executive would receive if have been entitled, had the Executive’s employment continued Executive remained employed by the Company or its Subsidiaries for three two years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s with annual compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of Executive's Annual Base Salary plus the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation ProfitPre-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A.Change Target Annual

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of TerminationTermination an amount equal to the present value, determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), of the aggregate of the following amounts:amounts under A, B and C below ; provided however that some or all of such payment shall be delayed if necessary to comply with Code Section 409A as provided in Section 12.. (A) the sum of (i) A. the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, paid (ii“Accrued Obligation”); and (a) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which if the Date of Termination occurs prior to a Change of Control, the amount equal to the product of (1) one and (2) the Executive’s highest combined Annual Base Salary and Annual Bonus during any of the last three full fiscal years prior to the Date of Termination, or (b) if the Date of Termination occurs after a Change of Control (or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)), the amount equal to the product of (1) three (or the number of years, including partial years, until the end of the Employment Period, if less) and (2) the Executive’s highest combined Annual Base Salary and Annual Bonus during any of the last three full fiscal years prior to the Date of Termination, plus the product of (x) (i) if a Change of Control does not occur during the fiscal year which includes the Date of Termination, the highest Annual Bonus paid to the Executive during the three (3) year period ending on the Date of Termination or (ii) if a Change of Control does occur during the fiscal year which includes the Date of Termination, the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such greater amount, higher amount being referred to as the “Recent Highest Annual Bonus”) and (By) a fraction, the numerator of which is the number of days in the applicable performance period current fiscal year through the Date of Termination Termination, and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, ; and C. an amount equal to the product of difference between (Aa) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the aggregate benefit under the Company’s qualified defined benefit retirement plan plans (collectively, the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan plans (including the Benefit Restoration Plan) in which the Executive participates (collectively, the “SERPSRP”) that which the Executive would receive have accrued (whether or not vested) if the Executive’s employment had continued for one year (or three years if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Date of Termination, assuming for this purpose that but not after the date on which the Executive attains age 65, and (1) all accrued benefits are fully vested, (2b) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable)vested benefit, if any, of the Executive under the Retirement Plan and the SERP SRP, determined as of the Date of Termination and (ii) with the foregoing amounts to be computed on an amount equal to actuarial present value basis, based on the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates assumption that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in the year (or, if applicable, each of the three years is years) following such termination would have been that required by Sections 3(b)(1Section 4(b)(i) and Section 4(b)(ii), 3(b)(2) and 3(b)(3) using the actuarial assumptions in effect for purposes of computing benefit entitlements under the Retirement Plan and (z) the SRP at the Date of Termination or, following a Change of Control, using actuarial assumptions no less favorable to the extent that Executive than the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those most favorable assumptions which were in effect immediately prior to for such purposes at any time from the day before the Change of Control through the Date of Termination; (2ii) for one year (or three years if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, subject to the extent required in order to comply compliance with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Code Section 409A (the “Benefit Continuation Period”)as provided in Section 12, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(54(b)(iv) and 3(b)(7) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies its affiliated companies and their families; provided, however, that, that if the Executive becomes reemployed with another employer and is eligible to receive such medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) , and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practicesprograms, programs practices and policies, the Executive shall be considered to have remained employed until one year (or three years if the end Date of Termination occurs after a Change of Control or the Benefit Continuation Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Date of Termination and to have retired on the last day of such period; (3iii) if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b), the Company shall, at its sole expense as incurredincurred (but in no event to exceed $50,000), provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits Executive in the Executive’s sole discretion and any payments shall begin at the Date of Termination be subject to compliance with Section 12; (iv) within two and shall end not later than the last day of the second calendar year that begins one-half (21/2) months after the Date of Termination; and , the Executive shall be entitled to purchase at depreciated book value the automobile (4if any) which the Company was providing for the use of such Executive, and to the extent not theretofore paid or provided, the Company 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, practice or policy or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits Benefits”); and (v) the Executive shall be treated, for purposes of the Company’s Executive Deferred Compensation Plan, Executive Variable Deferred Compensation Plan, Executive Deferred Retirement Plan, Executive Variable Deferred Retirement Plan, and any successor or similar plans, as defined if he had one more year of service, and attained an age one year older, than his actual years of service and age as of the Date of Termination; provided, however, that Executive shall be credited with the number of years of service and attained age (in Section 6). Notwithstanding addition to his actual years of service and attained age on the foregoing provisions Date of this Section 5(a), to the extent Termination) which are required in order to comply with Section 409A of satisfy the Codeeligibility requirements for “early retirement” benefits and to receive the retirement interest rate under such plans, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following if the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) occurs after a Change of the Code (“Interest”), on the first business day after the date that is six months following Control or the Executive’s “separation from service” within Employment Period is extended to three years under the meaning last paragraph of Section 409A.1(b). If the Executive should die while receiving payments pursuant to this Section 6(a), the remaining payments which would have been made to the Executive if he had lived shall be paid to the beneficiary designated in writing by the Executive; or if there is no effective written designation, then to his spouse; or if there is neither an effective written designation nor a surviving spouse, then to his estate. Designation of a beneficiary or beneficiaries to receive the balance of any such payments shall be made by written notice to the Company, and the Executive may revoke or change any such designation of beneficiary at any time by a later written notice to the Company.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of TerminationTermination an amount equal to the present value, determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), of the aggregate of the following amounts:amounts under A, B and C below ; provided however that some or all of such payment shall be delayed if necessary to comply with Code Section 409A as provided in Section 12.. (A) the sum of (i) A. the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, paid (ii“Accrued Obligation”); and (a) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which if the Date of Termination occurs prior to a Change of Control, the amount equal to the product of (1) one and (2) the Executive’s highest combined Annual Base Salary and Annual Bonus during any of the last three full fiscal years prior to the Date of Termination, or (b) if the Date of Termination occurs after a Change of Control (or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)), the amount equal to the product of (1) three (or the number of years, including partial years, until the end of the Employment Period, if less) and (2) the Executive’s highest combined Annual Base Salary and Annual Bonus during any of the last three full fiscal years prior to the Date of Termination, plus the product of (x) (i) if a Change of Control does not occur during the fiscal year which includes the Date of Termination, the highest Annual Bonus paid to the Executive during the three (3) year period ending on the Date of Termination or (ii) if a Change of Control does occur during the fiscal year which includes the Date of Termination, the higher of (I) the Recent Annual Bonus and (II) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized for any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve full months), for the most recently completed fiscal year during the Employment Period, if any (such greater amount, higher amount being referred to as the “Recent Highest Annual Bonus”) and (By) a fraction, the numerator of which is the number of days in the applicable performance period current fiscal year through the Date of Termination Termination, and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, ; and C. an amount equal to the product of difference between (Aa) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the aggregate benefit under the Company’s qualified defined benefit retirement plan plans (collectively, the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan plans (including the Benefit Restoration Plan) in which the Executive participates (collectively, the “SERPSRP”) that which the Executive would receive have accrued (whether or not vested) if the Executive’s employment had continued for one year (or three years if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Date of Termination, assuming for this purpose that but not after the date on which the Executive attains age 65, and (1) all accrued benefits are fully vested, (2b) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable)vested benefit, if any, of the Executive under the Retirement Plan and the SERP SRP, determined as of the Date of Termination and (ii) with the foregoing amounts to be computed on an amount equal to actuarial present value basis, based on the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates assumption that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in the year (or, if applicable, each of the three years is years) following such termination would have been that required by Sections 3(b)(1Section 4(b)(i) and Section 4(b)(ii), 3(b)(2) and 3(b)(3) using the actuarial assumptions in effect for purposes of computing benefit entitlements under the Retirement Plan and (z) the SRP at the Date of Termination or, following a Change of Control, using actuarial assumptions no less favorable to the extent that Executive than the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those most favorable assumptions which were in effect immediately prior to for such purposes at any time from the day before the Change of Control through the Date of Termination; (2ii) for one year (or three years if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, subject to the extent required in order to comply compliance with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Code Section 409A (the “Benefit Continuation Period”)as provided in Section 12, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(54(b)(iv) and 3(b)(7) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies its affiliated companies and their families; provided, however, that, that if the Executive becomes reemployed with another employer and is eligible to receive such medical or other welfare benefits under another employer employer-provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) , and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practicesprograms, programs practices and policies, the Executive shall be considered to have remained employed until one year (or three years if the end Date of Termination occurs after a Change of Control or the Benefit Continuation Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b)) after the Date of Termination and to have retired on the last day of such period; (3iii) if the Date of Termination occurs after a Change of Control or the Executive’s Employment Period is extended to three years under the last paragraph of Section 1(b), the Company shall, at its sole expense as incurredincurred (but in no event to exceed $50,000), provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits Executive in the Executive’s sole discretion and any payments shall begin at the Date of Termination be subject to compliance with Section 12; (iv) within two and shall end not later than the last day of the second calendar year that begins one-half (21/2) months after the Date of Termination; and , the Executive shall be entitled to purchase at depreciated book value the automobile (4if any) which the Company was providing for the use of such Executive, and to the extent not theretofore paid or provided, the Company 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, practice or policy or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits Benefits”); and (v) the Executive shall be treated, for purposes of the Company’s Executive Deferred Compensation Plan, Executive Variable Deferred Compensation Plan, Executive Deferred Retirement Plan, Executive Variable Deferred Retirement Plan, and any successor or similar plans, as defined if he had one more year of service, and attained an age one year older, than his actual years of service and age as of the Date of Termination; provided, however, that Executive shall be credited with the number of years of service and attained age (in Section 6). Notwithstanding addition to his actual years of service and attained age on the foregoing provisions Date of this Section 5(a), to the extent Termination) which are required in order to comply with Section 409A of satisfy the Codeeligibility requirements for “early retirement” benefits and to receive the retirement interest rate under such plans, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following if the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) occurs after a Change of the Code (“Interest”), on the first business day after the date that is six months following Control or the Executive’s “separation from service” within Employment Period is extended to three years under the meaning last paragraph of Section 409A.1(b). If the Executive should die while receiving payments pursuant to this Section 6(a), the remaining payments which would have been made to the Executive if he had lived shall be paid to the beneficiary designated in writing by the Executive; or if there is no effective written designation, then to his spouse; or if there is neither an effective written designation nor a surviving spouse, then to his estate. Designation of a beneficiary or beneficiaries to receive the balance of any such payments shall be made by written notice to the Company, and the Executive may revoke or change any such designation of beneficiary at any time by a later written notice to the Company.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, If the Company terminates shall terminate the Executive’s employment other than for Cause Cause, Disability or Disability death, or the Executive terminates shall terminate employment for Good Reason, this Agreement shall terminate without further obligation to the Executive other than as follows: (1i) the Company shall pay to the Executive, Executive in a lump sum in cash within 30 60 days after the Date of Termination, subject to the aggregate Executive’s execution and nonrevocation, within 28 days after the Date of Termination, of the following amountsgeneral release described in Section 11: (A) the product of (x) if the Date of Termination occurs within 2 years following a Change in Control (the “CIC Period”), 3 times or (y) if the Date of Termination occurs outside of the CIC Period, 2 times, the sum of (a) the Average of Annual Bonus (as defined in clause (C) below) and (b) the Executive’s annual base salary (based upon the higher of (i) the Executive’s Annual Base Salary annual base salary as of the Date of Termination or (ii) the highest annual base salary rate at which the Executive was compensated during the 12-month period prior to the Change in Control); and (B) the sum of (x) the Executive’s annual base salary through the Date of Termination to the extent not theretofore paidpaid or deferred pursuant to an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code, and (iiy) notwithstanding any provision subject to the attainment of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision performance goal designed to comply with the requirements of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, performance based compensation exception of Section 162(m) of the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP Code (a “Section 162(m) Performance Goal”) that has been earned established by the Executive for a completed fiscal year or other measuring period preceding Human Capital Committee of the Board as of the Date of Termination under for any Short-Term Bonus Plans or bonus plan in which the LTIP, but has not yet been paid Executive is eligible to participate as of the Date of Termination and is applicable to the Executive, (iii) the product of (A1) the greater of (x) the Maximum Executive’s Average Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B2) a fraction, the numerator of which is the number of days in the applicable performance period fiscal year in which the Date of Termination occurred through the Date of Termination and the denominator of which is 365365 (such product, the “Pro Rata Bonus”); provided, that, if (iva) for each performance period then-outstanding under the LTIP, an amount equal to the product a Section 162(m) Performance Goal has not been established as of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination for a bonus plan in which the Executive is eligible to participate as of the Date of Termination, (b) such greater amount, a performance goal has been established for such a plan but is not intended to apply to the “Recent LTIP Bonus”Executive or (c) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP occurs on or about the Distribution Date and ending on December 31, 2008, following a fractionChange of Control, the numerator Executive shall be paid the Pro Rata Bonus, regardless of which is the total number attainment of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (vany Section 162(m) any accrued Paid-Time Off pay to the extent not theretofore paid Performance Goal (the sum of the amounts described in subclauses clauses (i), (ii), (iii), (ivx) and (v), y) shall be hereinafter referred to as the “Accrued Obligations”); (B) . Notwithstanding the amount equal foregoing, any payment of a Pro Rata Bonus to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able be made to the Executive than those in effect under Section 4(a)(i)(B)(y) based upon the Retirement Plan immediately prior to achievement of any Section 162(m) Performance Goal shall not be made until the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each Human Capital Committee of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) Board has certified the actuarial equivalent achievement of the Executive’s actual benefit (paid or payable)Section 162(m) Performance Goal, if any, under the Retirement Plan which certification shall occur no later than two and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond a half months following the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such performance period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the Company shall pay to the Executive, in a lump sum in cash Executive the following amounts: A. within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the Termination a lump sum of (i) cash amount equal to the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision . B. A lump sum payment on the first day of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment the seventh month after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid equal to the Executive, (iii) the product of (A) the greater of (x) the Maximum higher of (I) the Recent Annual Bonus and (yII) the Annual Bonus paid or payable, including any bonus or portion thereof which has been earned but deferred (and annualized amount for any fiscal year consisting of the pre-established maximum short-term bonus(es) that may be earned by less than twelve full months or during which the Executive under the Company’s Short-Term Bonus Plans was employed for less than twelve full months), for the most recently completed fiscal year in which during the Date of Termination occurs Employment Period, if any (such greater amount, higher amount being referred to as the “Recent Highest Annual Bonus”) and (By) a fraction, the numerator of which is the number of days in the applicable performance period current fiscal year through the Date of Termination Termination, and the denominator of which is 365, (iv) for each performance period then-outstanding under . C. Within 30 days after the LTIP, Date of Termination an amount equal to the Executive’s accrued but untaken vacation through the Date of Termination. The sum of the amounts described in Clauses (A) and (B) and (C) shall be hereinafter referred to as the “Accrued Obligations”; D. a lump sum payment on the first day of the seventh month after the Date of Termination equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii2) the sum of (Ax) the Executive’s Annual Base Salary, Salary and (By) the Recent Highest Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount E. a lump sum payment on the first day of the seventh month after the Date of Termination equal to the sum of difference between (i) excess of (Aa) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able favorable to the Executive than those in effect under the Retirement Plan (as defined below) immediately prior to the Effective Date, except as specified below with respect to increases in base salary and annual bonus) and any excess or supplemental under the qualified defined benefit retirement plan in which the Executive participates (collectivelythe “Retirement Plan”) and any excess or supplemental retirement plan in which the Executive participates (together, the “SERP”) that which the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, Termination assuming for this purpose that (1) all accrued benefits are fully vested, and, assuming that (1) the Executive’s base salary increased in each of the three years by the amount required by Section 4(b)(i) (in the case of Section 4(b)(i)(y) based on increases (excluding promotional increases) in base salary for the most recently completed fiscal year prior to the Date of Termination) had the Executive remained employed, and (2) the Executive’s age is increased by the number annual bonus (annualized for any fiscal year consisting of years that less than twelve full months or during which the Executive is deemed to be so was employed and (3for less than twelve full months) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1)bears the same proportion to the Executive’s base salary in such year or fraction thereof as it did for the last full year prior to the Date of Termination, 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (Bb) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2ii) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(54(b)(iv) and 3(b)(7) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its affiliated companies applicable generally to other peer executives and their families during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies its affiliated companies and their families; , provided, however, that, that if the Executive becomes reemployed with another employer and is eligible to receive such medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until two and one-half years after the end Date of the Benefit Continuation Period Termination and to have retired on the last day of such periodperiod except to the extent the providing of such service credit would cause a benefit to be discriminatory or violate a qualification rule under Internal Revenue Code Section 79 or 105(h) or other applicable Code rule; (3iii) the Company shall, at its sole expense as incurred, provide on the first day of the eighth month following the Date of Termination reimburse the Executive with for outplacement services received by the Executive during the first six (6) months after the date of termination, the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of TerminationExecutive in his sole discretion; and (4iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash other amounts or benefits that would otherwise required to be payable paid or provided or which the Executive is eligible to receive under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paidany plan, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) program, policy or practice or contract or agreement of the Code Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “InterestOther Benefits”), on ) and such payments shall be provided at such times and in such amounts as called for by the first business day after the date that is six months following the Executive’s “separation from service” within the meaning terms of Section 409A.such Other Benefits arrangements.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause or Disability or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive, Executive in a lump sum in cash within 30 days after the Date of Termination (provided that, to the extent required in order to avoid the imposition on Executive of an Excise Tax under Internal Revenue Code Section 409A, Payment will be delayed until no earlier than six (6) months and no later than seven (7) months after the Date of Termination, and if so delayed, to the extent permitted by Internal Revenue Code Section 409A, such Payment shall be accompanied by a Payment of interest at an annual rate equal to the “Prime Rate” as published from time to time by The Wall Street Journal, such rate changing as an when such published rate changes (the “Prime Rate”), compounded quarterly) the aggregate of the following amounts:amounts (such aggregate shall be hereinafter referred to as the “Special Termination Amount”): (A) A. the sum of (i1) the Executive’s Annual Base Salary through the Date of Termination and any Annual Bonus(es) that relate to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans performance periods that have ended on or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding before the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the ExecutiveTermination, (iii2) the product of (A) the greater of (x) the Maximum Annual higher of (I) the Recent Average Bonus and (yII) the Annual Bonus paid or payable, including any amount that would have been paid or would be payable were it not for a mandatory or voluntary deferral of such amount (and annualized amount for any fiscal year consisting of the pre-established maximum short-term bonus(es) that may be earned by less than twelve full months or for which the Executive under the Company’s Short-Term Bonus Plans has been employed for less than twelve full months) for the most recently completed fiscal year in which during the Date of Termination occurs Employment Period, if any (such greater amount, the “Recent Highest Annual Bonus”) and (By) a fraction, the numerator of which is the number of days in the applicable performance period current fiscal year through the Date of Termination Termination, and the denominator of which is 365365 (provided that, if the Executive’s Date of Termination is on the same day as a Change of Control occurs as defined in the Executive Incentive Compensation Plan and the Long Term Performance Plan or any counterpart or successor plans thereto, the amount payable under this clause (iv2) for each performance period then-outstanding shall be reduced (but not below zero) by the amounts paid or payable under such plans as a result of the LTIP, an amount equal to the product Change of (A) the greater of (x) the Maximum LTIP Bonus Control); and (y3) the pre-established maximum bonus that may be earned any compensation previously deferred by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”together with any accrued interest or earnings thereon) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay vacation pay; in each case to the extent not theretofore paid (the sum of the amounts described in subclauses clauses (i1), (ii2), (iii), (iv) and (v), 3) shall be hereinafter referred to as the “Accrued Obligations”);; and (B) B. the amount equal to the product of (i1) three and (ii2) the sum of (Ax) the Executive’s Annual Base Salary, Salary and (By) the Recent Highest Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount C. a separate lump-sum supplemental retirement benefit equal to the sum of amount, if any, by which (i) excess of (A1) the actuarial equivalent single-sum value (utilizing for this purpose the actuarial assumptions utilized to determine lump sum Payments as of the benefit under Date of Termination with respect to the Company’s qualified defined benefit retirement Jxxxxxx Controls Pension Plan (or any successor plan thereto) (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able to ) of the Executive than those in effect benefit payable under the Retirement Plan immediately prior to and the Effective Date) and Jxxxxxx Controls Inc. Equalization Benefit Plan or any other supplemental and/or excess or supplemental defined benefit retirement plan in which providing benefits for the Executive participates (collectively, the “SERP”) that which the Executive would receive if the Executive’s employment continued at the compensation level provided for three years after in Sections 4(b)(i) and 4(b)(ii) of this Agreement until the Date second anniversary of Terminationthe Effective Date, assuming for this purpose that (1) all accrued benefits are fully vestedvested and that benefit accrual formulas and the actuarial assumptions are no less advantageous to the Executive than those most favorable to the Executive and in effect during the 90-day period immediately preceding the Effective Date and assuming that the benefits commence on the earliest date following termination on which the Executive would be eligible to commence benefits under the Retirement Plan, exceeds (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent single-sum value (utilizing for this purpose the same actuarial assumptions as here utilized in clause (1) above) of the Executive’s actual benefit (paid or payable)) with Payment assumed to have commenced at the same time as under clause (1) above, if any, under the Retirement Plan, the Jxxxxxx Controls Inc. Equalization Benefit Plan and the SERP as of the Date of Termination and SERP; and (ii) an amount equal to until the sum second anniversary remainder of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of TerminationDate, or such longer period as may be provided by the terms of the appropriate any plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”)policy may provide, the Company shall continue welfare benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(54(b)(iv) and 3(b)(7) of this Agreement if the Executive’s employment had not been terminated in accordance with the most favorable plans, practices, programs or policies of the Company and its Affiliated Companies applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the its Affiliated Companies and their families; , provided, however, that, that if the Executive becomes reemployed with another employer and is eligible to receive such medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, plan during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end second anniversary of the Benefit Continuation Period Effective Date and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash other amounts or benefits that would otherwise required to be payable paid or provided or which the Executive is eligible to receive pursuant to this Agreement under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paidany plan, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) program, policy or practice or contract or agreement of the Code Company and its Affiliated Companies (such other amounts and benefits shall be hereinafter referred to as the “InterestOther Benefits”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A..

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates shall terminate the Executive’s employment other than for Cause Cause, death or Disability Disability, or the Executive terminates shall terminate employment for Good Reason: (1i) the The Company shall pay to the Executive the sum of (1) Executive’s Annual Base Salary in effect for the year of Termination (the “Termination Base Salary”) through the Date of Termination to the extent not already paid and (2) any accrued vacation pay to the extent not already paid (together, the “Accrued Obligations”), within six (6) calendar days after the Date of Termination. (ii) The Company shall pay to the Executive in a lump sum in cash within 30 thirty (30) days after the Date of Termination, Executive has signed the general release required by the Company and all revocation periods for that general release have expired without revocation the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product fifty percent (50%) of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Executive’s Termination (such greater amountBase Salary, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”);and (B) the an additional amount equal to the product of three (i3) three and (ii) the sum of (A) the times Executive’s Annual Termination Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum maximum amount of (i) excess of (A) employer matching contributions that could have been credited to the actuarial equivalent of the benefit Executive under the Company’s qualified defined benefit retirement plan 401(k) Savings Plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able without regard to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any applicable nondiscrimination tests), any other excess or supplemental defined benefit retirement plan in which the Executive participates or any other deferred compensation plan during the twelve (collectively, the “SERP”12) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years month period immediately preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each month of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, such amount to be grossed up so that the amount the Executive actually receives after payment of any federal or state taxes payable thereon equals the amount first described above. (D) No amounts shall be paid or payable to Executive under the Company’s performance-based incentive plans, including the then current NOW Inc. Annual Incentive Plan (or such longer period other name as may be provided by adopted for the terms of the appropriate plan, program, practice plan or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”its successor), for the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s family, as those that would have been provided to them year in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination occurs. (iii) If the Executive elects to continue group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and is eligible for such coverage, the Company will timely reimburse the Executive for the costs of the continuing health insurance benefits through COBRA for eighteen (18) months following the Termination Date. The Executive shall end not later than submit notification of the Executive’s payment for COBRA coverage each month to the Company, and the Company will reimburse the Executive for the COBRA payment within fifteen (15) calendar days after receipt of proof of each monthly COBRA payment made by the Executive. If the Executive becomes eligible for substantially similar health insurance through a new employer, then the Executive must notify the Company and switch to the new company’s plan instead of continuing to use COBRA coverage; (iv) The Company shall reimburse Executive for all outplacement services incurred on and prior to the last day of the second calendar year that begins after following the year in which the Date of Termination occurs up to a maximum direct cost to the Company of up to 15% of the Executive’s Annual Base Salary as of the Date of Termination; and. The Company shall reimburse Executive within 30 days after Executive provides the Company with an invoice (and any supporting documentation required by the Company) for such outplacement services, but in no event shall any such reimbursement be made after the last day of the third calendar year following the year in which the Date of Termination occurs; (4v) All options to purchase Common Stock held by the Executive pursuant to a stock option plan on or prior to the Date of Termination shall be governed by the terms of the option agreement or plan between the Executive, NOW, and/or the Company; and any restricted stock held by the Executive, not already vested shall be 100% vested; (vi) Any compensation previously deferred by the Executive under a plan sponsored by the Company (together with any accrued interest or earnings thereon) shall be distributed at the earliest time permitted by such plan or, if permitted under the terms of such plan and all applicable laws, statutes or regulations governing such plans, at such other time as the Executive may elect under the terms of such plan; (vii) To the extent not theretofore paid or provided, the Company 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 Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits Benefits”); (viii) The foregoing payments are intended to compensate the Executive for a breach of the Company’s obligations and place Executive in substantially the same position had the employment of the Executive not been so terminated as defined a result of a breach by the Company; and (ix) No amounts shall be payable to Executive under any bonus plan maintained by the Company or NOW (or a similar or successor plan) for the year in Section 6)which the Date of Termination occurs. Notwithstanding the foregoing provisions of this Section 5(a)Provided that, notwithstanding anything contained herein to the extent required contrary, in order to comply accordance with Section 409A of the Code, cash amounts if the Executive is determined by the Board (or benefits that would otherwise its delegate) to be payable or provided under this a “specified employee” (as described in Section 5(a409A of the Code) during for the six-month period immediately following the year in which Executive’s Date of Termination shall instead occurs, any payments or in-kind benefits due hereunder that are not permitted to be paidpaid or provided on the date(s) specified hereunder without the imposition of additional taxes, with interest on any delayed payment at the applicable federal rate provided for in and penalties under Section 7872(f)(2)(A) 409A of the Code (“Interest”), shall be paid in a lump sum or provided on the first business day after the date that is six months following the six-month anniversary of the Date of Termination or, if earlier, Executive’s death (the “separation from service” within the meaning of Section 409A.409A Payment Date”).

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause or Disability or the Executive terminates employment for Good Reason: (1) the Company shall pay to the Executive, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (A) the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) notwithstanding any provision of any Short-Term Bonus Plans or LTIP, including, without limitation, any provision of any Short-Term Bonus Plans or LTIP requiring continued employment after the completed fiscal year or other measuring period, the amount of any incentive compensation under any Short-Term Bonus Plans or LTIP that has been earned by the Executive for a completed fiscal year or other measuring period preceding the Date of Termination under any Short-Term Bonus Plans or the LTIP, but has not yet been paid to the Executive, (iii) the product of (A) the greater of (x) the Maximum Annual Bonus and (y) the annualized amount of the pre-established maximum short-term bonus(es) that may be earned by the Executive under the Company’s Short-Term Bonus Plans for the fiscal year in which the Date of Termination occurs (such greater amount, the “Recent Annual Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period through the Date of Termination and the denominator of which is 365, (iv) for each performance period then-outstanding under the LTIP, an amount equal to the product of (A) the greater of (x) the Maximum LTIP Bonus and (y) the pre-established maximum bonus that may be earned by the Executive under the LTIP for the performance period commencing immediately prior to the Date of Termination (such greater amount, the “Recent LTIP Bonus”) and (B) a fraction, the numerator of which is the number of days in the applicable performance period under the LTIP through the Date of Termination and the denominator of which is 1095, provided, that with respect to the performance period commencing under the LTIP on or about the Distribution Date and ending on December 31, 2008, a fraction, the numerator of which is the total number of days from the period commencing January 1, 2006 through the Date of Termination and the denominator of which is the total number of days from January 1, 2006 until December 31, 2008, and (v) any accrued Paid-Time Off pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii), (iv) and (v), the “Accrued Obligations”); (B) the amount equal to the product of (i) three and (ii) the sum of (A) the Executive’s Annual Base Salary, (B) the Recent Annual Bonus and (C) the Recent LTIP Bonus; and (C) an amount equal to the sum of (i) excess of (A) the actuarial equivalent of the benefit under the Company’s qualified defined benefit retirement plan (the “Retirement Plan”) (utilizing actuarial assumptions no less favor- able favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Effective Date) and any excess or supplemental defined benefit retirement plan in which the Executive participates (collectively, the “SERP”) that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (1) all accrued benefits are fully vested, (2) the Executive’s age is increased by the number of years that the Executive is deemed to be so employed and (3) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) payable in equal monthly installments over such three-year period, over (B) the actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination and (ii) an amount equal to the sum of the Company matching or other Company contributions under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Executive would receive if the Executive’s employment continued for three years after the Date of Termination, assuming for this purpose that (w) the Company’s contribution under the Company’s Profit Sharing Plan is equal to the greater of (1) four percent of Compensation (within the meaning of the Alltel Corporation Profit-Sharing Plan) or (2) the highest percent contribution made by the Company in the three years preceding the year in which the Effective Date occurs, (x) the Executive’s benefits under such plans are fully vested, (y) the Executive’s compensation in each of the three years is that required by Sections 3(b)(1), 3(b)(2) and 3(b)(3) and (z) to the extent that the Company contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; (2) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, but, to the extent required in order to comply with Section 409A, in no event beyond the end of the second calendar year that begins after the Executive’s “separation from service” within the meaning of Section 409A (the “Benefit Continuation Period”), the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to, and at the same cost to the Executive and/or the Executive’s familyfamily (which in the case of any health benefits provided hereunder shall be determined on an after-tax basis), as those that would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3(b)(5) and 3(b)(7) if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, if the Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the medical and other welfare benefits described herein shall be secondary to those provided under such other plan, and such other benefits shall not be provided by the Company, during such applicable period of eligibility. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this Section 5(a)(2) and the period of COBRA Coverage shall commence at the end of the Benefit Continuation Period. For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits pursuant to such plans, practices, programs and policies, the Executive shall be considered to have remained employed until the end of the Benefit Continuation Period and to have retired on the last day of such period; (3) the Company shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Company, provided that such outplacement benefits shall begin at the Date of Termination and shall end not later than the last day of the second calendar year that begins after the Date of Termination; and (4) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6). Notwithstanding the foregoing provisions of this Section 5(a), to the extent required in order to comply with Section 409A of the Code, cash amounts or benefits that would otherwise be payable or provided under this Section 5(a) during the six-month period immediately following the Date of Termination shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A.