Amendment No. 3 to ALLTEL Corporation Executive and Directors Deferred Compensation Plans
ALLTEL Corporation's Board of Directors has approved amendments to its Executive Deferred Compensation Plan and Deferred Compensation Plan for Directors. The amendments allow the company or its CEO to pay certain participants a single lump sum of their deferred compensation as of December 31, 1998, instead of future scheduled payments, provided the participant consents to any changes affecting prior deferrals. These changes also apply to related performance incentive plans. The officers are authorized to take necessary actions to implement these amendments.
Exhibit 10(f)(4)
ALLTEL CORPORATION
Resolution of Board of Directors
January 28, 1999
Re: Amendments to Executive Deferred Compensation Plan and
Deferred Compensation Plan for Directors
WHEREAS, the ALLTEL Corporation Executive Deferred Compensation Plan is currently maintained under an October 1, 1993 Restatement, as amended (the “Executive Plan”), and the ALLTEL Corporation Deferred Compensation Plan for Directors is currently maintained under an October 1, 1993 Restatement, as amended (the “Directors Plan”); and
WHEREAS, the Board of Directors of ALLTEL Corporation (“ALLTEL”) deems it desirable to make certain amendments to the Executive Plan regarding the payment of benefits under the Executive Plan for certain Participants, which shall also apply with respect to any deferrals of those Participants under the ALLTEL Corporation Performance Incentive Compensation Plan, as amended (the “Performance Plan”), and the ALLTEL Corporation Long-Term Performance Incentive Plan, as amended (the “Long-Term Performance Plan”), and to make certain amendments to the Directors Plan regarding the payment of benefits under the Directors Plan for certain Participants;
NOW, THEREFORE, BE IT RESOLVED, that Article IV of the Executive Plan, be and it hereby is, amended to provide as follows:
ARTICLE IV
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors, and reserves the right to amend the Plan at any time by action of its Chief Executive Officer to provide that a Participant shall be paid a single lump sum payment of the balance to the Participant’s credit under the Plan as of the close of business on December 31, 1998, in lieu of all other amounts that otherwise would be paid in accordance with the Plan to the Participant after December 31, 1998; except that no such action shall modify any election by a Participant or deny any benefit under the Plan applicable to Compensation deferred by a Participant prior to the date of such amendment or termination unless the Participant consents thereto.
RESOLVED FURTHER, that the foregoing amendments to the Executive Plan shall apply with respect to the Performance Plan and the Long-Term Performance Plan.
RESOLVED FURTHER, that Article IV of the Directors Plan be, and it hereby is, amended to provide as follows:
ARTICLE IV
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate the Plan at any time by action of its Board of Directors, and reserves the right to amend the Plan at any time by action of its Chief Executive Officer to provide that a Participant shall be paid a single lump sum payment of the balance to the Participant’s credit under the Plan as of the close of business on December 31, 1998, in lieu of all other amounts that otherwise would be paid in accordance with the Plan to the Participant after December 31, 1998; except that no such action shall modify any election by a Participant or deny any benefit under the Plan applicable to Fees deferred by a Participant prior to the date of such amendment or termination unless the Participant consents thereto.
RESOLVED FURTHER, that the officers of ALLTEL be, and they hereby are, authorized and directed, for and on behalf of ALLTEL, to take all actions and to execute all documents as they deem necessary or appropriate to render effective and otherwise to fully carry out the intent and purposes of the foregoing resolutions and the transactions contemplated thereby.
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