0000065873-03-000063 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 13th, 2003 • Alltel Corp • Telephone communications (no radiotelephone) • North Carolina

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is entered into as of August 29, 2003, among ALLTEL CORPORATION, a Delaware corporation (the "Company"), the BANKS (hereinafter defined), the CO-SYNDICATION AGENTS (hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent (hereinafter defined) for the Banks.

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AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 13th, 2003 • Alltel Corp • Telephone communications (no radiotelephone)

THIS AMENDMENT (this "Amendment"), effective as of July 24, 2003, by and between ALLTEL Corporation, a Delaware corporation (the "Corporation"), and Scott T. Ford ("Executive"), amends that certain Agreement, dated as of April 25, 1996, by and between the Corporation and Executive, (the "Agreement").

EMPLOYMENT AGREEMENT BETWEEN ALLTEL CORPORATION AND SCOTT T. FORD
Employment Agreement • November 13th, 2003 • Alltel Corp • Telephone communications (no radiotelephone) • Delaware

This Employment Agreement (this “Agreement”) is made, entered into, and is effective as of July 24, 2003 (the “Effective Date”), by and between ALLTEL Corporation, a Delaware corporation (“ALLTEL”), and Scott T. Ford (the “Executive”).

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