0000065873-03-000042 Sample Contracts

AGREEMENT
Change in Control Agreement • May 14th, 2003 • Alltel Corp • Telephone communications (no radiotelephone) • Delaware

This Agreement, dated March 12, 2003, is made by and between ALLTEL Corporation, a Delaware corporation (as hereinafter defined, the “Corporation”), and Sharilyn S. Gasaway (as hereinafter defined, the “Executive”).

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 14th, 2003 • Alltel Corp • Telephone communications (no radiotelephone) • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of February l, 1999 among 360 Communications Company, a Delaware corporation (“360”), ALLTEL Corporation, a Delaware corporation (“ALLTEL”), and Citibank, N.A. as trustee (the “Trustee”).

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • May 14th, 2003 • Alltel Corp • Telephone communications (no radiotelephone) • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated as of February 1, 1999 among 360 Communications Company, a Delaware corporation (“360”), ALLTEL Corporation, a Delaware corporation (“ALLTEL”), and Citibank, N.A. as trustee (the “Trustee”).

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