SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT FILED PURSUANT TO
SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-4996-2
ALLTEL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 34-0868285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Allied Drive, Little Rock, Arkansas 72202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (501) 661-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Common Stock New York and Pacific
$2.06 No Par Cumulative Convertible
Preferred Stock New York and Pacific
Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. (X)
Aggregate market value of voting stock held by non-affiliates as
of January 31, 1994 - $ 5,228,787,092
Common shares outstanding, January 31, 1994 - 187,579,806
DOCUMENTS INCORPORATED BY REFERENCE
Document Incorporated Into
Annual report to shareholders for the year
ended December 31, 1993 Parts I, II and IV
Proxy statement for the 1994 annual meeting
of shareholders Part III
The Exhibit Index is located on page 2 of this amendment.
<PAGE>
SIGNATURE
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its 1993 Annual
Report on Form 10-K as set forth in the pages attached hereto;
(List all such items, financial statements, exhibits
or other portions amended)
Item 14 Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
ALLTEL CORPORATION
(Registrant)
/s/ Max E. Bobbitt
Max E. Bobbitt
President
March 17, 1994
<PAGE>
ALLTEL Corporation
Securities and Exchange Commission
Form 10-K, Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form
8-K.
3. Exhibits:
See "Exhibit Index" located on page 2 of this
amendment.
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EXHIBIT INDEX
Number and Name Page
(10) (h)(2) Stock Purchase Plan for Employees of Systematics 3
Information Services, Inc. and its Affiliates,
effective June 18, 1991.
(j)(1) Amendment No. 1 to ALLTEL Corporation Long-Term 14
Performance Incentive Compensation Plan, as amended
and restated as of January 1, 1993.
(m) ALLTEL Corporation Excess Benefit Plan (January 1, 15
1994 Restatement).
(o) Systematics Information Services, Inc. Excess 24
Benefit Plan, effective January 1, 1994.
2
STOCK PURCHASE PLAN EXHIBIT 10(h)(2)
FOR EMPLOYEES OF
SYSTEMATICS INFORMATION SERVICES. INC.
AND ITS AFFILIATES
3
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TABLE OF CONTENTS
ARTICLE I: Purpose of the Plan
ARTICLE II: Eligibility to Participate and Other Definitions
2.1 Affiliate. . . . . . . . . . . . . . . . . . . . . . 1
2.2 Common Stock . . . . . . . . . . . . . . . . . . . . 2
2.3 Compensation . . . . . . . . . . . . . . . . . . . . 2
2.4 Eligible . . . . . . . . . . . . . . . . . . . . . . 2
2.5 Full-Time Employee . . . . . . . . . . . . . . . . . 2
2.6 Leave of Absence . . . . . . . . . . . . . . . . . . 2
2.7 Pay Period, Payday . . . . . . . . . . . . . . . . . 3
2.8 Service. . . . . . . . . . . . . . . . . . . . . . . 3
2.9 Termination of Service . . . . . . . . . . . . . . . 3
ARTICLE III: Employee Participation
3.1 Voluntary, Non-Discriminatory Plan . . . . . . . . . 3
3.2 How an Employee Elects to Participate . . . . . . . 3
3.3 Limits on Contribution . . . . . . . . . . . . . . . 3
3.4 Voluntary Withdrawal from the Plan . . . . . . . . . 4
3.5 Effect of Withdrawal from the Plan . . . . . . . . . 4
3.7 Death of Participating Employee . . . . . . . . . . 4
3.8 Rights Hereunder Non-Transferrable . . . . . . . . . 4
ARTICLE IV: Administration of the Plan
4.1 Trustee. . . . . . . . . . . . . . . . . . . . . . . 4
4.2 Remittance of Payroll Deductions to Trustee. . . . . 5
4.3 Investment in Common Stock . . . . . . . . . . . . . 5
4.4 No Interest to be Paid . . . . . . . . . . . . . . . 5
4.5 Registration of Shares in Trustee's Name . . . . . . 5
4.6 Dividends to be Used to Purchase Additional Shares . 5
4.7 Shares Held in Trustee's Name not Transferable . . . 5
4.8 Administrative Committee . . . . . . . . . . . . . . 6
4.9 Costs of the Plan. . . . . . . . . . . . . . . . . . 6
4.10 Brokerage Costs . . . . . . . . . . . . . . . . . . 6
4.11 Indemnification . . . . . . . . . . . . . . . . . . 6
4
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ARTICLE V: Delivery of Share Certificates and Semiannual Response
ARTICLE VI: Effective Date; Termination; Amendment
ARTICLE VII: Participation by Affiliates
ARTICLE VIII: Miscellaneous Provisions
8.1 No Contract of Employment Intended . . . . . . . . . 7
8.2 Financial Information Available. . . . . . . . . . . 8
8.3 Governing Law. . . . . . . . . . . . . . . . . . . . 8
8.4 Rules of Construction. . . . . . . . . . . . . . . . 8
8.5 Aggregate Number of Shares Available . . . . . . . . 8
5
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STOCK PURCHASE PLAN FOR EMPLOYEES
OF
SYSTEMATICS INFORMATION SERVICES, INC.
AND ITS AFFILIATES
WHEREAS, SYSTEMATICS INFORMATION SERVICES, INC.
("Systematics"), a wholly-owned subsidiary of ALLTEL Corporation
("ALLTEL"), desires to establish an Employee Stock Purchase Plan for
Employees of Systematics and its Affiliates (as defined in Section 2.1) to
provide for the right of regular, full-time employees of Systematics and its
Affiliates to purchase Common Stock (as defined in Section 2.2);
NOW, THEREFORE, Systematics hereby establishes an Employee
Stock Purchase Plan, the terms of which shall be as follows:
ARTICLE I
Purpose of the Plan
The purpose of the Stock Purchase Plan for Employees of Systematics
Information Services, Inc. and its Affiliates (the "Plan") is to provide the
employees of Systematics and its Affiliates a convenient way to acquire shares
of Common Stock, through periodic investment; and to maintain and stimulate
employee interest in the growth and profitability of Systematics by means of an
opportunity to share in a proprietary interest in Systematics as created by this
Plan.
ARTICLE II
Eligibility to Participate and Other Definitions
2.1 Affiliate. "Affiliate" shall include the following companies:
Systematics, Inc.
Systematics Telecommunications Services, Inc.
(formerly Systematics of Delaware, Inc.)
Systematics Financial Processing Corporation
Systematics Processing Corporation
Horizon Financial Software Corporation
Computer Dynamics, Inc.
Systematics of Arkansas, Inc.
New York Systematics, Inc.
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Massachusetts Systematics, Inc.
Systematics of California, Inc.
and any other wholly-owned, direct subsidiary of Systematics, and any other
wholly-owned, indirect subsidiary of Systematics whose immediate parent has
approved the Plan as the sole stockholder of that Subsidiary, existing from
time to time that is designated by the Board of Directors of Systematics to the
Trustee (as defined in Section 4.1) as included in the Plan.
2.2 Common Stock. "Common Stock" means the Common Stock,
$l.00 par value of ALLTEL.
2.3 Compensation. "Compensation" means the compensation
actually paid to an employee by Systematics or an Affiliate during the
applicable Plan Year as reported on the employee's federal income tax
withholding statement (Form W-2) or its subsequent equivalent. For the
purposes of determining Compensation, the books and records of Systematics
or an Affiliate shall be conclusive. Any amounts not includable in the
employee's Compensation because of special tax treatment resulting from
deferral under a salary reduction agreement shall be added to the amount
described above and included in the employee's "Compensation" for purposes
of the Plan.
2.4 Eligible. Each Full-Time Employee of Systematics or any of
its Affiliates shall be eligible to participate in the Plan; except that no
employee who owns, or has a direct or indirect beneficial interest (including
stock that is subject to then-currently excercisable options) in, 5% or more of
the then outstanding voting capital stock of ALLTEL, and no employee subject
to Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), whose shares of Common Stock held by the Trustee under
the Plan, together with all shares of Common Stock of all other employees
subject to Section 16(a) and held by the Trustee, have an aggregate market
value, as of the end of the Plan's immediately preceding fiscal year, equal to
20% or more of the market value of all Common Stock held by the Trustee
under the Plan, shall be eligible to participate for so long as that condition
prevails.
2.5 Full-Time Employee. "Full-Time Employee" means any person
(including a corporate officer) who is employed by Systematics or one of its
Affiliates other than persons whose customary employment is twenty hours or
less per week or whose customary employment is for not more than five
months in any calendar year.
2.6 Leave of Absence. "Leave of Absence" means absence from
the active service of Systematics or an Affiliate, with the permission of the
employer, by reason of illness, military service, or for any other reason. Such
leave of absence will not terminate an employee's service if he returns to
active employment at the expiration of his leave in accordance with his
employer's policy with respect to permitted absences. An employee whose
service is terminated and who is subsequently re-employed by Systematics or an
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Affiliate will, for all purposes of the Plan, be considered a new employee as
of the effective date of his re-employment.
2.7 Pay Period, Payday. "Pay Period" means the interval of a time
for which an employee regularly receives his compensation, and Payday means
the day on which the employee regularly receives his compensation for the Pay
Period.
2.8 Service. "Service" means that period of continuous
uninterrupted employment with Systematics or any one or more of its
Affiliates, or with the predecessor business of any one of more Affiliates, the
from employee's first day of employment until his date of Termination of
Service with Systematics and all Affiliates. Service with two or more Affiliates
during consecutive periods shall be considered continuous service with an
Affiliate.
2.9 Termination of Service" Termination of Service" means any
absence from the employment of Systematics or any Affiliate (including, but
not limited to, absences by reason of discharge or resignation) which is not
deemed a Leave of Absence.
ARTICLE III
Employee Participation
3.1 Voluntary, Non-Discriminatory Plan. Participation in the Plan
shall be voluntary, and all Eligible employees who participate in the Plan shall
have the same rights and privileges under the Plan.
3.2 How an Employee Elects to Participate. An Eligible employee
may elect to participate in the Plan by executing a "Payroll Deduction
Agreement", in such form as shall be specified by Systematics from time to
time, at least one week prior to the Payday on which the employee will begin
participation. The "Payroll Deduction Agreement" shall direct the employee's
employer to withhold from his paycheck a specified dollar amount to be used
for the purchase of Common Stock under the Plan and shall list the employee's
mailing address. By signing a Payroll Deduction Agreement, an employee will
indicate his acceptance of the terms of the Plan.
3.3 Limits on Contribution. The minimum payroll deduction shall be
$5.00 per pay period or $10.00 per month as the employee shall elect. An
employee may increase his minimum contribution under the Plan by any
multiple of $5.00, but no employee may contribute more, in any calendar
year, than 5% of his Compensation for the calendar year, or in any Pay
Period, than 10% of his Compensation for that Pay Period; and in no event
may any employee purchase Common Stock during any calendar year having a
market value on the dates of
8
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purchase of more than $25,000.00, nor may any employee contribute any
amount at any time during which that employee is not Eligible.
3.4 Voluntary Withdrawal from the Plan. An employee may
withdraw from the Plan by submitting a signed written notice of cancellation
of his Payroll Deduction Agreement to his personnel department at least one
week prior to the Payday for which cancellation is to be effective. Any
employee who withdraws from the Plan shall be ineligible to renew his
participation for a period of six months from the date of cancellation of his
Payroll Deduction Agreement.
3.5 Effect of Withdrawal from the Plan. On and after the effective
date of an employee's withdrawal from the Plan, no further contribution under
the Plan shall be made for the employee. Upon withdrawal from the Plan, an
employee's employer shall notify the Trustee of the withdrawal by giving
written notice by ordinary mail. As soon as practicable after receipt of that
written notice, the Trustee shall obtain a share certificate representing the
number of shares of Common Stock to which the employee is entitled and
shall mail the share certificate and a check drawn on the Plan's account for the
sum of uninvested funds held to the credit of the employee, by ordinary mail
to the address indicated in the employee's Payroll Deduction Agreement, if
any, otherwise to the employee's mailing address last known to his employer.
3.6 Death of a Participating Employee. In the event of the death of
a participating employee, written notice of that fact shall be forwarded to the
Trustee by the deceased employee's employer. The Trustee shall then prepare
and forward to the executor, administrator, or other personal representative of
the deceased employee, the share certificate and check for uninvested funds in
the manner provided for a withdrawing employee.
3.7 Rights Hereunder Non-Transferable. The rights granted
employees hereunder including, but not limited to, rights that constitute
"derivative securities", as defined in Rule 16(a)-1(c) under the Exchange Act
are not transferable by the employee other than by will or the laws of descent
and distribution, and such rights may only be exercised by the employee
during the employee's lifetime.
ARTICLE IV
Administration of the Plan
4.1 Trustee. To carry out the purposes of the Plan, Systematics has
established a trust and has designated Worthen Bank and Trust Co., N.A.,
Little Rock, Arkansas ("the Trustee"), as Trustee under a trust agreement
entitled "Stock Purchase Trust for Employees of Systematics
9
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Information Services, Inc. and Its Affiliates", dated as of June 18, 1991, which
is expressly made a part of this Plan.
4.2 Remittance of Payroll Deductions to Trustee. At the end of each
calendar month, Systematics and each Affiliate shall remit funds deducted from
payrolls under this Plan to the Trustee for deposit to the trust established for
the Plan and shall also furnish the Trustee with a list of participating
employee and amounts deducted under the Plan.
4.3 Investment in Common Stock. As soon as practicable after
receipt of funds remitted under the Plan, the Trustee, or its designated
representative, shall purchase shares of Common Stock in the open market at
prevailing market prices. Systematics shall contribute to the Trustee an amount
equal to 15% of the purchase price of the shares so that the effective price to
the employee is 85% of the prevailing market price. The term "prevailing
market price" shall mean the actual price of shares purchased in the open
market. The Trustee shall be entitled to delay up to 30 days the purchase of
shares with funds available therefor in the event that, in the judgment of the
Trustee,it is desirable to do so in order to obtain the shares at the best price
for the participating employees. The shares shall be purchased on a per
employee basis. The number of shares to be purchased for each employee is to
be determined by the amount of funds contributed by the employee available to
buy a whole share or multiple thereof. No fractional shares will be acquired.
4.4 No Interest to be Paid. During the interim between receipt of
the funds and purchase of the shares, the Trustee shall deposit the funds in a
non-interest bearing checking account or trust account with the Trustee. No
interest will be paid to participating employees for such period.
4.5 Registration of Shares in Trustee's Name. The shares acquired
by the Trustee shall initially be registered in the name of the Trustee, with
participating employees having a specified interest in those shares equal to the
number of shares purchased with contributions by the employee ("specified
interest"), which specified interest shall be determined and recorded by the
Trustee at least monthly.
4.6 Dividends to be Used to Purchase Additional Shares. All cash
dividends received with respect to shares registered in the name of the Trustee
shall be used by the Trustee to purchase additional shares for participating
employees in proportion to their specified interests in the shares upon which
the dividends were paid.
4.7 Shares Held in Trustee's Name not Transferrable. Except as
otherwise required by applicable law, an employee's interest in the shares
registered in the name of the Trustee may not be assigned, sold, pledged, or
alienated, and may not be encumbered by lien or security interest of any kind
and shall not be liable for the debts of the employee or subject to attachment,
or to any judgment rendered against the employee or to the process of any
court in aid or execution of any judgment so rendered.
10
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4.8 Administrative Committee. To formulate policies for the
administration of the Trust created under this Plan, the Board of Directors of
Systematics shall appoint a committee ("the Administrative Committee") which
shall consist of not fewer than two members of Systematics' Board of
Directors. The Administrative Committee shall have the power to vote the
shares held in the name of the Trustee in any and all matters which shall be
the subject of the vote of the shareholders. Interpretations and construction of
any provision of the Plan shall be made by the Administrative Committee and
shall be final and binding, unless otherwise determined by the Board of
Directors of Systematics. The Board of Directors of Systematics may, from
time to time, at its discretion, remove members from, or add members to, the
Administrative Committee. Any and all vacancies on the Administrative
Committee shall be filled by the Board of Directors of Systematics from its
members. Acts of a majority of the Administrative Committee at which a
quorum is present, or acts reduced to or approved in writing by a majority of
the members of the Administrative Committee, shall be valid acts of the
Administrative Committee.
4.9 Costs of the Plan. The costs of maintaining records and
executing transfers under the Plan shall be paid by Systematics or allocated to
and paid by Affiliates, as the Board of Directors of Systematics may direct.
4.10 Brokerage Costs. Brokerage expenses incurred in the purchase
of shares shall be included as part of the cost of shares to participating
employees for all purposes other than the determination of the 15% portion of
the purchase price that Systematics is required to contribute under Section 4.3.
4.11 Indemnification. Neither ALLTEL, Systematics, any Affiliate,
the Administrative Committee, the Trustee, nor any broker through whom
purchase orders are executed pursuant to the Plan shall have any responsibility
or liability for any action or determination made in good faith including, but
not limited to, any action with respect to price, time, quantity, or other
conditions and circumstances of the purchase of shares under the terms of the
Plan. Systematics shall indemnify and hold harmless any officer, employee,
agent or representative who, having in good faith acted or failed to act, incurs
damage or loss including, but not limited to, the expense of defense thereof, in
connection with the performance of the duties specified herein.
ARTICLE V
Delivery of Share Certificates and Semiannual Reports
The Trustee shall make semiannual reports to each participating employee,
on December 31 and June 30, specifying for each semiannual period the dates
on which shares of Common Stock were purchased, the purchase price of each
share held for the benefit of the employee, and the dollar amount of uninvested
funds allocable to the employee. On June 30 of each year, if the
11
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number of shares purchased for any employee and registered in the name of
the Trustee equals or exceeds twenty-five, the Trustee shall cause to be
prepared a share certificate representing twenty-five or more shares of
Common Stock and shall forward the certificates to the employee with his
semiannual report. On December 31 of each year, the Trustee shall obtain and
forward to each participating employee, with his semiannual report, a stock
certificate representing the number of shares of Common Stock to which the
employee is entitled.
ARTICLE VI
Effective Date; Termination; Amendment
The Plan shall become effective on June 18, 1991 and shall terminate
automatically on June 18, 1996. The Board of Directors of Systematics may,
at any time and in its discretion, alter, amend, suspend, or (prior to June 18,
1996) terminate the Plan or any part thereof. No action of the Board of
Directors of Systematics shall, however, increase the duties or responsibilities
of the Trustee without the Trustee's written consent or diminish a participating
employee's rights with regard to shares of Common Stock then held for his
benefit or uninvested funds credited to him under the Plan. Notice of any
amendment, suspension, or termination of the Plan, in whole or in part, shall
be given to each participating employee as soon as practicable after such action
is taken.
ARTICLE VII
Affiliate's Withdrawal from the Plan
If a corporation that is or has become an Affiliate ceases to be an Affiliate,
as so defined, such corporation shall be deemed to have withdrawn from
participating in the Plan and the related Trust Agreement. Upon an Affiliate's
withdrawal from the Plan, each employee of the Affiliate shall thereupon be
deemed to have voluntarily withdrawn from the Plan.
ARTICLE VIII
Miscellaneous Provisions
8.1 No Contract of Employment Intended. The granting of any right
to an employee pursuant to the Plan shall not constitute an agreement or
understanding, express or implied, on the part of ALLTEL, Systematics, or
any Affiliate, to employ such employee for any specified
12
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period, nor shall any such right otherwise modify the status of any at-will
employee of Systematics or any Affiliate.
8.2 Financial Information Available. If required by law, the shares
of Common Stock shall be registered under the Securities Act of 1933, as
amended, on Form S-8, or such other form as shall be specified by the
Securities and Exchange Commission, and shall deliver to each employee
participating in the Plan a copy of any prospectus required thereunder.
8.3 Governing Law. The construction, validity, and operation of the
Plan shall be governed by Delaware law.
8.4 Rules of Construction. Throughout this Plan, the masculine
includes the feminine, and the singular includes the plural, and vice versa,
where applicable.
8.5 Aggregate Number of Shares Available. The maximum aggregate
number of shares of Common Stock that may be purchased under the Plan is
500,000.
SYSTEMATICS INFORMATION
SERVICES, INC.
By: /s/ John E. Steuri
John E. Steuri
Title: Chairman, President
and CEO
13
AMENDMENT NO. 1 EXHIBIT 10(j)(1)
TO
ALLTEL CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
(As Amended and Restated as of January 1, 1993)
This Amendment No. 1 to ALLTEL Corporation Long-Term Performance
Incentive Compensation Plan, as amended and restated as of January 1, 1993
(the "Plan") is effective as of January 1, 1994.
Article VIII of the Plan titled "INCENTIVE AWARD CLASSIFICATION," is
hereby amended to provide as follows:
"At the beginning of each Plan Period (or, if an Eligible
Employee becomes a Participant during a Plan Period, on or before
the date that Eligible Employee becomes a Participant), the
Committee shall assign each Participant who is an Officer, and the
Committee or the CEO shall assign each other Participant, to an
Incentive Award Classification which shall determine the percentage
of Average Base Compensation payable under the Plan for achievement
of the exact Incentive Performance Objectives established for the
Participant for the Plan Period."
14
ALLTEL CORPORATION EXHIBIT 10(m)
EXCESS BENEFIT PLAN
(January 1, 1994 Restatement)
ARTICLE I
Preamble
Section 1.01. Restatement. The ALLTEL Corporation Excess
Benefit Plan, established effective as of January 1, 1988, is
hereby amended and restated in its entirety, effective as of
January 1, 1994, but with respect only to employees whose
employment with the Company and all members of the Controlled
Group terminates after 1993.
Section 1.02. Purpose. The purpose of the Plan is solely
to provide benefits in excess of the limitations of Section 415
and Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, or corresponding provisions of any subsequent federal
tax laws ("Code"), to a select group of management or highly
compensated employees.
Section 1.03. Funding. The Plan is unfunded, and the
rights, if any, of any person to any benefits hereunder shall be
the same as any unsecured general creditor of the Company. The
benefits payable under the Plan shall be paid by the Company from
its general assets.
ARTICLE II
Definitions and Interpretation
Section 2.01. Definitions. When the initial letter of a
word or phrase is capitalized herein, such word or phrase shall
have the meaning hereinafter set forth:
(a) "Beneficiary" means the beneficiary, if any, designated
by a Participant in accordance with Section 6.07.
(b) "Board" means the Board of Directors of the Company.
(c) "CEO" shall mean the Chief Executive Officer of the
Company.
(d) "Committee" shall mean the Compensation Committee of
the Board.
(e) "Company" means ALLTEL Corporation, a Delaware
corporation, its successors and survivors resulting
from any merger or acquisition of ALLTEL Corporation
with or by any other corporation or other entity or
enterprise.
15<PAGE>
(f) "Excess Compensation" means the portion of a Partici-
pant's compensation for a Plan Year that is not con-
sidered Compensation under the Profit-Sharing Plan
because of the limitations of Section 401(a)(17) of the
Code.
(g) "Participant" means a participant under the Profit-
Sharing Plan, the Pension Plan, or both (i) who is
designated by the Committee or the CEO as being
eligible to participate in the Plan, (ii) who agrees to
be bound by the provisions of the Plan on a form
provided by the Company and (iii) who is or may be, or
whose beneficiaries are or may be, entitled to benefits
under the Plan.
(h) "Pension Plan" means the "ALLTEL Corporation Pension
Plan" as amended from time to time.
(i) "Plan" means the "ALLTEL Corporation Excess Benefit
Plan" as set forth herein and as it may be amended from
time to time hereafter.
(j) "Profit-Sharing Plan" means the "ALLTEL Corporation
Profit-Sharing Plan" as amended from time to time.
(k) "Profit-Sharing Plan Excess Benefit Account" means the
book reserve established for each Participant to which
shall be credited his benefit, if any, under Article
III of the Plan.
When the initial letter of a word or phrase is capitalized herein
and the word or phrase is not defined above, in this
Section 2.01, the word or phrase shall have the meaning provided
in the Profit-Sharing Plan or the Pension Plan, as applicable.
Section 2.02. Construction and Governing Law.
(a) The Plan shall be construed, enforced, and administered
and the validity thereof determined in accordance with
the laws of the State of Delaware, to the extent that
applicable federal law does not apply to the Plan.
(b) Words used herein in the masculine gender shall be
construed to include the feminine gender where
appropriate and the words used herein in the singular
or plural shall be construed as being in the plural or
singular where appropriate.
ARTICLE III
Profit-Sharing Plan Benefits
Section 3.01. Allocations. If, for any Plan Year, the
allocation of contributions and forfeitures made to a
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Participant's Account under the Profit-Sharing Plan is less than
the allocation that would have been made to the Participant's
Account but for the application of the limitations under
Section 401(a)(17) of the Code, the Participant's Profit-Sharing
Plan Excess Benefit Account shall be credited with an amount
equal to the percentage of Compensation allocated to Participants
(as defined in the Profit-Sharing Plan) in the same Region as the
Participant under Section 4.03 of the Profit-Sharing Plan for
that Plan Year multiplied by the Participant's Excess
Compensation for that Plan Year; determined without regard to the
limitation under Section 415 of the Code. Credits to the
Participant's Profit-Sharing Plan Excess Benefit Account shall
occur as of the date(s) the allocation(s) of contributions and
forfeitures to the Participant's Account occur under the Profit-
Sharing Plan.
Section 3.02. Gain (Loss) Adjustments. The balance of a
Participant's Profit-Sharing Plan Excess Benefit Account shall be
credited with gain (or debited with loss) equal to the gain (or
loss) the balance would have experienced had it been invested in
the Trust Fund of the Profit-Sharing Plan at the same time(s) and
in the same manner as an Account under the Profit-Sharing Plan.
Section 3.03. Vesting. A Participant's Profit-Sharing Plan
Excess Benefit Plan Account shall vest at the same time(s) in the
same manner, and to the same extent as the Participant's Account
under the Profit-Sharing Plan.
Section 3.04. Payment of Excess Benefit Account. The
Profit-Sharing Plan Excess Benefit Account of a Participant
shall, to the extent vested, be paid to the Participant, or to
the Beneficiary of such Participant in the event of his death
before receipt of all benefits to which he is entitled hereunder
in respect of his Profit-Sharing Plan Excess Benefit Plan Account
in annual installments over a five-year period beginning as of
the first date benefits are payable to a Participant or
Beneficiary under the Profit-Sharing Plan. The amount of each
installment shall be determined by multiplying the value of the
amount of the Profit-Sharing Plan Excess Benefit Account to be
distributed by a fraction, the numerator of which is one and the
denominator of which is the total number of installments
remaining to be paid.
ARTICLE IV
Retirement and Spousal Death Benefits
Section 4.01. Eligibility. A Participant who is entitled
to a vested Pension under the Pension Plan shall be eligible for
a retirement benefit under this Article IV as hereinafter
provided. A Spouse who is entitled to a vested Qualified
Preretirement Survivor Annuity under the Pension Plan shall be
eligible for a Spouse death benefit under this Article IV as
hereinafter provided.
17<PAGE>
Section 4.02. Amount of Retirement Benefit. The retirement
benefit payable under the Plan to a Participant who is eligible
therefor shall be determined as follows:
(i) the regular Pension (on a single-life-only
basis payable commencing at the later of age 65 or the
Participant's Retirement) that the Participant would
receive under the Pension Plan if the Pension Plan were
not subject to (and contained no provisions with
respect to) Section 415 of the Code or
Section 401(a)(17) of the Code;
reduced by --
(ii) the regular Pension payable to the
Participant (on a single-life-only basis payable
commencing at the later of age 65 or the Participant's
Retirement, regardless of the actual form of payment or
timing of commencement of payment) under the Pension
Plan, determined, if the Participant has not attained
his Social Security Retirement Age on the date the
retirement benefit under the Plan is to commence,
according to a projection based upon the advice of the
Actuary of the cost-of-living increase(s) in the
limitation under Section 415 of the Code expected to
have become effective as of the date the Participant
would attain his Social Security Retirement Age;
and, if applicable, further reduced by --
(iii) if the Participant has not attained age 65
on the date the retirement benefit under the Plan is to
commence, the amount of the retirement benefit shall be
reduced for commencement prior to age 65 to the same
extent (if any) that the Participant's Pension under
the Pension Plan would have been reduced for
commencement prior to age 65 if it had commenced as of
the date the retirement benefit under the Plan
commenced.
Section 4.03. Amount of Spouse Death Benefit. The Spouse
death benefit payable under the Plan to a Spouse who is eligible
therefor shall be determined as follows:
(i) the Qualified Preretirement Survivor Annuity
that such Spouse would receive under Section 6.01 (or
any successor provision) of the Pension Plan based on
the regular Pension (on a single-life-only basis
payable commencing at the later of age 65 or the
Participant's death) the Participant with respect to
whom the Spouse death benefit is payable would have
received if the Pension Plan were not subject to (and
contained no provisions with respect to) Section 415 of
the Code or Section 401(a)(17) of the Code;
reduced by --
18
<PAGE>
(ii) the Qualified Preretirement Survivor Annuity
payable to such Spouse under Section 6.01 (or any
successor provision) of the Pension Plan (regardless of
the actual form of payment or timing of commencement of
payment), based on the regular Pension (on a single-
life-only basis payable commencing at the later of
age 65 or the Participant's death) the Participant with
respect to whom the Spouse death benefit is payable
would have received, determined, if the Participant had
not attained or would not if he had survived have
attained his Social Security Retirement Age on the date
the death benefit under the Plan is to commence,
according to a projection based upon the advice of the
Actuary of the cost-of-living increase(s) in the
limitation under Section 415 of the Code expected to
have become effective as of the date the Participant
would have attained his Social Security Retirement Age;
and, if applicable, further reduced by --
(iii) if the Participant with respect to whom the
Spouse death benefit is payable had not attained or
would not if he had survived have attained age 65 on
the date the Spouse death benefit under the Plan is to
commence, the Spouse death benefit shall be reduced for
commencement prior to age 65 to the same extent (if
any) that the Qualified Preretirement Survivor Annuity
under the Pension Plan would have been reduced for
commencement prior to the Participant's age 65 if it
had commenced as of the date the death benefit under
the Plan commenced.
Section 4.04. Vesting. The benefits under this Article IV
shall vest at the same time(s), in the same manner, and to the
same extent as the Participant's Accrued Pension under the
Pension Plan.
Section 4.05. Form of Payment. The form of payment of the
retirement benefit or Spouse death benefit as determined under
this Article IV shall be a monthly amount payable monthly as of
the first day of each month for the life only of the retired
Participant or Spouse, as applicable, except that, if a
Participant receives his Pension benefit under the Pension Plan
commencing as of the same date as the commencement date of his
retirement benefit hereunder, and in a form of payment other than
a single-life-annuity (for the Participant's life), the Committee
may, in its sole discretion exercised on or before the date the
first payment thereof is made, direct that the retired
Participant's retirement benefit under the Plan be paid in the
form in which the retired Participant's retirement benefit under
the Pension Plan is paid, in which case the amounts payable under
the Plan in the alternative form of payment shall be the
Actuarial Equivalent of the normal form of payment under the
Plan.
Section 4.06. Time of Payment. Payment of a Participant's
retirement benefit under the Plan shall commence as of the first
day of the first month for which the Participant is eligible to
commence his Pension under the Pension Plan. Any Spouse death
19
<PAGE>
benefit under the Plan shall commence as of the first day of the
calendar month next following the later of the calendar month in
which the Participant's death occurs or the calendar month in
which the Spouse could elect to receive a Qualified Preretirement
Survivor Annuity under the Pension Plan.
Section 4.07. Adjustments to Benefits. Notwithstanding any
other provision of the Plan to the contrary:
(i) If the amount of a Participant's Pension or
a Spouse's Qualified Preretirement Survivor Annuity
payable under the Pension Plan increases subsequent to
the computation of or commencement of payment of the
retirement benefit or Spouse death benefit under the
Plan -- by reason of an increase or increases in the
limitation under Section 415 of the Code that were not
projected to occur pursuant to clause (iii) of
Section 4.2 or clause (ii) of Section 4.3, whichever
applies; by reason of commencement of the Participant's
Pension or the Spouse's Qualified Preretirement
Survivor Annuity under the Pension Plan as of a date
later than the commencement of the Participant's
retirement benefit or Spouse's death benefit under the
Plan; or by reason of payment of the Participant's
Pension under the Pension Plan in a form part or all of
which is not subject to the limitations of Section 415
of the Code -- the Participant's retirement benefit or
Spouse death benefit under the Plan shall be reduced
prospectively, and retroactively if a prospective
reduction is not sufficient to reflect fully such
increase(s), from the effective date(s) of such
increase(s) by the Actuarial Equivalent of such
increase(s).
(ii) To the extent that an increase or increases
in the limitation under Section 415 of the Code
projected to occur pursuant to clause (ii) of Section
4.02 or clause (ii) of Section 4.03, whichever applies,
does not or do not occur, the Participant's retirement
benefit or Spouse death benefit under the Plan shall be
increased prospectively, and retroactively if a
prospective increase is not sufficient to reflect fully
the non-occurrence of such increase(s), by the
Actuarial Equivalent of such increase(s) that did not
occur.
(iii) To the extent that a Participant could not
receive on a current basis the full amount of his
Pension or a Spouse could not receive on a current
basis the full amount of Qualified Preretirement
Survivor Annuity payable under the Pension Plan because
of the reduction under the limitation of Section 415 of
the Code for commencement of the benefit thereunder
prior to the Participant's Social Security Retirement
Age, the Participant's retirement benefit under the
Plan or Spouse death benefit under the Plan shall be
increased prospectively, and retroactively if a
prospective increase is not sufficient to reflect fully
such
20
<PAGE>
reduction in the limitation of Section 415 of the Code, by the
Actuarial Equivalent of such reduction in the limitation of
Section 415 of the Code.
ARTICLE V
Administration
Section 5.01. Plan Administrator. The Plan Administrator
shall be the Company, except that, any discretionary
determination provided for in the Plan with respect to the
timing, amount, or form of a Participant's benefit under the Plan
shall be made by the Committee. The Plan Administrator may
retain auditors, accountants, legal counsel and actuarial counsel
selected by it. Any person authorized to act on behalf of the
Plan Administrator may act in any such capacity, and any such
auditors, accountants, legal counsel and actuarial counsel may be
persons acting in a similar capacity for one or more members of
the Controlled Group and may be employees of one or more members
of the Controlled Group. The opinion of any such auditor,
accountant, legal counsel or actuarial counsel shall be full and
complete authority and protection in respect to any action taken,
suffered or omitted by any person authorized to act on behalf of
the Plan Administrator in good faith and in accordance with such
opinion. Notwithstanding the foregoing, no person shall vote or
take action on a matter solely with respect to his own Plan
benefit.
Section 5.02. Expenses. The Company shall pay all expenses
incurred in the administration of the Plan.
Section 5.03. Records. The Company shall keep such records
as shall be proper, necessary or desirable to effectuate the
purposes of the Plan, including, without in any manner limiting
the generality of the foregoing, records and information with
respect to the benefits granted to Participants, dates of
employment and determinations made hereunder.
Section 5.04. Legal Incompetency. The Plan Administrator
may, in its discretion, make or cause to be made payment either
directly to an incompetent or disabled person, or to the guardian
of such person, or to the person having custody of such person,
without further liability on the part of the Company, any member
of the Controlled Group, the Plan Administrator, or any person,
for the amounts of such payment to the person on whose account
such payment is made.
Section 5.05. Claims Procedure. The claims procedures
provisions of the Profit-Sharing Plan and of the Pension Plan are
incorporated herein by reference and shall apply to benefits
under Article III and Article IV, respectively, of the Plan.
21<PAGE>
ARTICLE VI
Miscellaneous
Section 6.01. Amendments. The Board from time to time may
amend, suspend, or terminate, in whole or in part, any or all of
the provisions of the Plan, effective as of the beginning of any
calendar year commencing on or after the date of adoption of such
action by the Board; provided, however, that no such action shall
affect the rights of any Participant, or the operation of the
Plan with respect to any benefits of a Participant which have
accrued prior to such action.
Section 6.02. No Employment Rights. Neither the establish-
ment or maintenance of the Plan nor the status of an employee as
a Participant shall give any Participant any right to be retained
in the employ of an Employer; and no Participant and no person
claiming under or through such Participant shall have any right
or interest in any benefit under the Plan unless and until the
terms, conditions and provisions of the Plan affecting such
Participant shall have been satisfied.
Section 6.03. Nonalienation. The right of any Participant
or any person claiming under or through such Participant to any
benefit or any payment hereunder shall not be subject in any
manner to attachment or other legal process for the debts of such
Participant or person; and the same shall not be subject to
anticipation, alienation, sale, transfer, assignment or
encumbrance.
Section 6.04 Limitation of Liability. No member of the
Board and no officer or employee of any member of the Controlled
Group shall be liable to any person for any action taken or
omitted in connection with this Plan, nor shall any member of the
Controlled Group be liable to any person for any such action or
omission. No person shall, because of the Plan, acquire any
right to an accounting or to examine the books or the affairs of
any member of a Controlled Group. Nothing in the Plan shall be
construed to create any trust or fiduciary relationship between
any member of the Controlled Group and any Participant or any
other person.
Section 6.05. Acceleration of Payment. The Committee in
its sole discretion may accelerate the time of payment of any
benefit under the Plan to the extent that it deems it equitable
or desirable under the circumstances. Any accelerated payment of
a benefit (or portion of a benefit) under Article IV shall be in
a single sum payment that is the Actuarial Equivalent of the
benefit (or portion of a benefit) the payment of which is being
accelerated.
22
<PAGE>
Section 6.06. Representative of Board. The Board may from
time to time designate an individual or committee to carry out
any duties or responsibilities of the Board hereunder.
Section 6.07. Designation of Beneficiary. Each Participant
may designate a Beneficiary in writing to receive any and all
payments to which he may be entitled under Article III of the
Plan upon his death. If a Participant fails to designate a
Beneficiary in writing, any benefits remaining unpaid at his
death shall be paid to his surviving Spouse and if there is no
surviving Spouse to the executor or other personal representative
of the Participant to be distributed in accordance with the
Participant's will or applicable law.
Section 6.08. Reemployment of a Participant. In the event
of the reemployment as an employee in any capacity by the Company
or a member of the Controlled Group of a Participant whose
employment covered under the Plan has terminated, payment of his
benefits under the Plan shall be suspended during his period of
reemployment to the same extent as payment of his benefits under
the Profit-Sharing Plan and the Pension Plan are suspended. The
Participant shall accrue additional credit for purposes of
increasing his benefits under the Plan with respect to his reemployment
period only if he again becomes a Participant as provided in
paragraph (e) of Section 2.01.
IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this Plan
to be executed as of this 27 day of January, 1994.
ALLTEL CORPORATION
By /s/ John L. Comparin
John L. Comparin
Title: V. P. Human Resources
23
SYSTEMATICS INFORMATION SERVICES, INC. EXHIBIT 10(o)
EXCESS BENEFIT PLAN
ARTICLE I
Preamble
Section 1.01. Establishment. The Systematics Information
Services, Inc. Excess Benefit Plan is hereby established effective
as of January 1, 1994.
Section 1.02. Purpose. The purpose of the Plan is to provide
benefits in excess of the limitations of Section 415 and
Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, or corresponding provisions of any subsequent federal tax
laws ("Code") and deferred compensation to a select group of
management or highly compensated employees.
Section 1.03. Funding. The Plan is unfunded and the rights,
if any, of any person to any benefits hereunder shall be the same
as any unsecured general creditor of the Company. The benefits
payable under the Plan shall be paid by the Company from its
general assets.
ARTICLE II
Definitions and Interpretation
Section 2.01. Definitions. When the initial letter of a word
or phrase is capitalized herein, such word or phrase shall have the
meaning hereinafter set forth:
(a) "Beneficiary" means the beneficiary, if any, designated
by a Participant in accordance with Section 6.07.
(b) "Board" means the Board of Directors of the Company.
(c) "CEO" shall mean the Chief Executive Officer of the
Company.
(d) "Committee" shall mean the Compensation Committee of the
Board.
(e) "Company" means ALLTEL Corporation, a Delaware
corporation, its successors and survivors resulting from
any merger or acquisition of ALLTEL Corporation with or
by any other corporation or other entity or enterprise.
(f) "Excess Compensation" means the portion of a Partici-
pant's compensation for a Plan Year that is not con-
sidered Compensation under the Profit-Sharing Plan or the
Thrift Plan, as applicable, because of the limitations of
24
<PAGE>
Section 401(a)(17) of the Code, determined without regard
to the provisions of Section 4.02.
(g) "Participant" means a participant under the Profit-
Sharing Plan, the Thrift Plan, or both (i) who is
designated by the Committee or the CEO as being eligible
to participate in the Plan, (ii) who agrees to be bound
by the provisions of the Plan on a form provided by the
Company and (iii) who is or may be, or whose
beneficiaries are or may be, entitled to benefits under
the Plan.
(h) "Plan" means the "Systematics Information Services, Inc.
Excess Benefit Plan" as set forth herein and as it may be
amended from time to time hereafter.
(i) "Profit-Sharing Plan" means the "Profit-Sharing Plan for
Employees of Systematics Information Services, Inc. and
Participating Affiliates" as amended from time to time.
(j) "Profit-Sharing Plan Excess Benefit Account" means the
book reserve established for each Participant to which
shall be credited his benefit, if any, under Article III
of the Plan.
(k) "Thrift Plan" means the "Thrift Plan for Employees of
Systematics Information Services, Inc. and Participating
Affiliates" as amended from time to time.
(l) "Thrift Plan Excess Benefit Account" means the book
reserve established for each Participant to which shall
be credited his benefit, if any, under Article IV of the
Plan.
(m) "Thrift Plan 401(a)(17) Measuring Period" means each
twelve-month period beginning on and after January 1,
1994 used under the Thrift Plan as the measuring period
for purposes of complying with the limitations of
Section 401(a)(17) of the Code.
When the initial letter of a word or phrase is capitalized herein
and the word or phrase is not defined above in this Section 2.01,
the word or phrase shall have the meaning provided in the Profit-
Sharing Plan or the Thrift Plan, as applicable.
Section 2.02. Construction and Governing Law.
(a) The Plan shall be construed, enforced, and administered
and the validity thereof determined in accordance with
the laws of the State of Delaware, to the extent that
applicable federal law does not apply to the Plan.
(b) Words used herein in the masculine gender shall be
construed to include the feminine gender where appro-
priate and the words used herein in the singular or
25
<PAGE>
plural shall be construed as being in the plural or
singular where appropriate.
ARTICLE III
Profit-Sharing Plan Benefits
Section 3.01. Allocations. If, for any Plan Year beginning
after 1993, the allocation of contributions and forfeitures made to
a Participant's Employer Contribution Account under the Profit-
Sharing Plan is less than the allocation that would have been made
to the Participant's Employer Contribution Account but
for the application of the limitation under Section 401(a)(17) of
the Code, the Participant's Profit-Sharing Plan Excess Benefit
Account shall be credited with an amount equal to the sum of (1)
the "allocation factor" (as defined in the Profit-Sharing Plan) for
that Plan Year multiplied by the Participant's Excess Compensation
for that Plan Year; and (2) the percentage of Compensation
allocated to each Participant (as defined in the Profit-Sharing
Plan) under Section 6.3(A)(2) of the Profit-Sharing Plan for that
Plan Year multiplied by the Participant's Excess Compensation for
that Plan Year; determined without regard to the limitation under
Section 415 of the Code. In accordance with rules established by
the Company, compensation deferred by a Participant under the
ALLTEL Corporation Executive Deferred Compensation Plan, the ALLTEL
Corporation Performance Incentive Compensation Plan, and the ALLTEL
Corporation Long-Term Performance Incentive Plan may be taken into
account as Excess Compensation for purposes of determining the
amount to be credited to a Participant under this Section 3.01, if
any. Credits to a Participant's Profit-Sharing Plan Excess Benefit
Account shall occur as of the date(s) the allocation(s) of
contributions and forfeitures to the Participant's Employer
Contribution Account occur under the Profit-Sharing Plan.
Section 3.02. Gain (Loss) Adjustments. The balance of a
Participant's Profit-Sharing Plan Excess Benefit Account shall be
credited with gain (or debited with loss) equal to the gain (or
loss) the balance would have experienced had it been invested in
the Trust Fund of the Profit-Sharing Plan at the same time(s) and
in the same manner as an Employer Contribution Account under the
Profit-Sharing Plan.
Section 3.03. Vesting. A Participant's Profit-Sharing Plan
Excess Benefit Plan Account shall vest in accordance with the
vesting provisions of the Profit-Sharing Plan.
Section 3.04. Payment of Profit-Sharing Excess Benefit
Account. The Profit-Sharing Plan Excess Benefit Account of a
Participant shall, to the extent vested, be paid to the
Participant, or to the Beneficiary of such Participant in the event
of his death before receipt of all benefits to which he is entitled
hereunder in respect of his Profit-Sharing Plan Excess Benefit Plan
Account, in a single lump sum payment as of the first date
following the Participant's termination of employment covered by
26
<PAGE>
the Profit-Sharing Plan on which benefits are payable to the
Participant or Beneficiary under the Profit-Sharing Plan.
ARTICLE IV
Thrift Plan Benefits
Section 4.01. Accounts. The Company shall maintain a Thrift
Plan Excess Benefit Account on its books for each Participant whose
annual additions to the Thrift Plan have been (or would have been,
but for the application of Sections 401(k), 401(m), and 402(g) of
the Code) restricted by the limitations of Section 401(a)(17) of
the Code.
Section 4.02. Deferrals and Allocations to Accounts. A
Participant may elect to reduce his Excess Compensation for a
Thrift Plan 401(a)(17) Limitation Measuring Period by an amount not
in excess of the amount determined for each period by the Company,
and such amount shall be credited to the Participant's Thrift Plan
Excess Benefit Account. Any such election shall be in writing on
a form provided therefor by the Company, shall be delivered to the
Company prior to the first day of the Thrift Plan 401(a)(17)
Limitation Measuring Period to which it relates, and shall be
irrevocable. Notwithstanding the immediately preceding sentence,
for the Thrift Plan 401(a)(17) Limitation Measuring Period
beginning January 1, 1994, such election may be delivered to the
Company on or before such date as may be specified by the Company
that is prior to the time at which a Participant has Excess
Compensation for the Thrift Plan 401(a)(17) Limitation Measuring
Period beginning January 1, 1994. There shall also be credited to
such Participant's Thrift Plan Excess Benefit Account an amount
equal to the Employer Contributions that would have been made to
the Thrift Plan with respect to the Participant's compensation
reductions under this Section 4.02 if such reductions (to the
extent of 6% of the Participant's Excess Compensation) had been
Matched Salary Deferral Contributions under the Thrift Plan and the
Thrift Plan contained no limitations with respect to Section
401(a)(17) of the Code, Section 415 of the Code, Section 402(g) of
the Code, Section 401(k) of the Code, and Section 401(m) of the
Code to the extent that the Participant has not received from the
Thrift Plan or otherwise a payment in respect of the limitation
under Section 401(m) of the Code. In accordance with rules estab-
lished by the Company, compensation deferred by a Participant under
the ALLTEL Corporation Executive Deferred Compensation Plan, the
ALLTEL Corporation Performance Incentive Compensation Plan, and the
ALLTEL Corporation Long-Term Performance Incentive Plan may be
taken into account as compensation reductions for purposes only of
determining credits to the Participant's Thrift Plan Excess Benefit
Plan Account under the immediately preceding sentence. Such
credits shall occur at the same times and in the same manner as
such credits would have been made to the appropriate accounts under
the Thrift Plan if the amount(s) of such credits had been Salary
Deferral Contributions under the Thrift Plan or Employer
Contributions under the Thrift Plan, as applicable.
27
<PAGE>
Section 4.03. Gain (Loss) Adjustments. As of the last day of
each valuation period of the Profit-Sharing Plan preceding the date
as of which the Thrift Plan Excess Benefit Account is paid pursuant
to Section 4.05, the balance of each Participant's Thrift Plan
Excess Benefit Account, less the amount of any credits under
Section 4.02 occurring as of any date within such valuation period,
shall be credited with gain (or debited with loss) equal to the
gain (or loss) the balance (minus the credits) would have
experienced had it been invested in the Trust Fund of the Profit-
Sharing Plan at the same time(s) and in the same manner as an
Employer Contribution Account under the Profit-Sharing Plan.
Section 4.04. Vesting. A Participant's Thrift Plan Excess
Benefit Plan Account attributable to credits with respect to
Employer Contributions shall vest in accordance with the vesting
provisions of the Thrift Plan. A Participant's Thrift Plan Excess
Benefit Plan Account attributable to his Excess Compensation
reductions under the Plan shall be fully vested.
Section 4.05. Payment of Thrift Plan Excess Benefit Account.
The Thrift Plan Excess Benefit Account of a Participant shall, to
the extent vested, be paid to the Participant, or to the
Beneficiary of such Participant in the event of his death before
receipt of all benefits to which he is entitled hereunder in
respect of his Thrift Plan Excess Benefit Plan Account in a single
lump sum payment as of the first date following the Participant's
termination of employment covered by the Profit-Sharing Plan on
which benefits are payable to the Participant or Beneficiary under
the Profit-Sharing Plan.
ARTICLE V
Administration
Section 5.01. Plan Administrator. The Plan Administrator
shall be the Company. The Plan Administrator may retain auditors,
accountants, and legal counsel selected by it. Any person
authorized to act on behalf of the Plan Administrator may act in
any such capacity, and any such auditors, accountants, and legal
counsel may be persons acting in a similar capacity for one or more
Controlled Group Members and may be employees of one or more
Controlled Group Members. The opinion of any such auditor,
accountant, or legal counsel shall be full and complete authority
and protection in respect to any action taken, suffered or omitted
by any person authorized to act on behalf of the Plan Administrator
in good faith and in accordance with such opinion. Notwithstanding
the foregoing, no person shall vote or take action on a matter
solely with respect to his own Plan benefit.
Section 5.02. Expenses. The Company shall pay all expenses
incurred in the administration of the Plan.
Section 5.03. Records. The Company shall keep such records
as shall be proper, necessary or desirable to effectuate the
28
<PAGE>
purposes of the Plan, including, without in any manner limiting the
generality of the foregoing, records and information with respect
to the benefits granted to Participants, dates of employment and
determinations made hereunder.
Section 5.04. Legal Incompetency. The Plan Administrator
may, in its discretion, make or cause to be made payment either
directly to an incompetent or disabled person, or to the guardian
of such person, or to the person having custody of such person,
without further liability on the part of the Company, any
Controlled Group Member, the Plan Administrator, or any person, for
the amounts of such payment to the person on whose account such
payment is made.
Section 5.05. Claims Procedure. The claims procedures
provisions of the Profit-Sharing Plan and of the Thrift Plan are
incorporated herein by reference and shall apply to benefits under
Article III and Article IV, respectively, of the Plan.
ARTICLE VI
Miscellaneous
Section 6.01. Amendments. The Board from time to time may
amend, suspend, or terminate, in whole or in part, any or all of
the provisions of the Plan, effective as of the beginning of any
calendar year commencing on or after the date of adoption of such
action by the Board; provided, however, that no such action shall
affect the rights of any Participant or the operation of the Plan
with respect to any benefits of a Participant that have accrued
prior to such action.
Section 6.02. No Employment Rights. Neither the establish-
ment or maintenance of the Plan nor the status of an employee as a
Participant shall give any Participant any right to be retained in
the employ of an Employer; and no Participant and no person claim-
ing under or through such Participant shall have any right or
interest in any benefit under the Plan unless and until the terms,
conditions and provisions of the Plan affecting such Participant
shall have been satisfied.
Section 6.03. Nonalienation. The right of any Participant or
any person claiming under or through such Participant to any bene-
fit or any payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Participant
or person; and the same shall not be subject to anticipation,
alienation, sale, transfer, assignment or encumbrance.
Section 6.04 Limitation of Liability. No member of the Board
and no officer or employee of an Employer or Controlled Group
Member shall be liable to any person for any action taken or
omitted in connection with the Plan, nor shall an Employer or
Controlled Group Member be liable to any person for any such action
or omission. No person shall, because of the Plan, acquire any
29
<PAGE>
right to an accounting or to examine the books or the affairs of an
Employer or Controlled Group Member. Nothing in the Plan shall be
construed to create any trust or fiduciary relationship between an
Employer or Controlled Group Member and any Participant or any
other person.
Section 6.05. Acceleration of Payment. The Board in its sole
discretion may accelerate the time of payment under Section 3.04 or
Section 4.05.
Section 6.06. Representative of Board. The Committee may
from time to time designate an individual or committee to carry out
any function of the Board hereunder.
Section 6.07. Designation of Beneficiary. Each Participant
may designate a Beneficiary in writing to receive any and all
payments to which he may be entitled under the Plan upon his death.
If a Participant fails to designate a Beneficiary in writing, any
benefits remaining unpaid at his death shall be paid to his surviv-
ing Spouse and if there is no surviving Spouse to the executor or
other personal representative of the Participant to be distributed
in accordance with the Participant's will or applicable law.
Section 6.08. Reemployment of a Participant. In the event of
the reemployment as an employee in any capacity by the Company or
a Controlled Group Member of a Participant whose employment covered
under the Plan has terminated, the Participant shall accrue
additional credit for purposes of increasing his benefits under the
Plan with respect to his reemployment period only if he again
becomes a Participant as provided in paragraph (e) of Section 2.01.
IN WITNESS WHEREOF, ALLTEL CORPORATION has caused the Plan to
be executed as of this 27 day of January, 1994.
ALLTEL CORPORATION
By /s/ John L. Comparin
John L. Comparin
Title: V. P. Human Resources
30
