ALLTEL CORPORATION

BOARD OF DIRECTORS

GOVERNANCE COMMITTEE CHARTER

(as adopted, effective January 23, 2003)

 

 

Organization

 

      The Governance Committee (the "Committee") of the Board of Directors of ALLTEL Corporation ("ALLTEL") shall be appointed by the Board of Directors and shall consist of at least three directors, each of whom must be “independent,” as defined in paragraph 15 of ALLTEL’s Corporate Governance Board Guidelines, as amended (the “Guidelines”), and satisfy any other criteria for membership that are specified in the New York Stock Exchange Rules and any other statute or regulation applicable to ALLTEL from time to time.  The Committee shall

be subject to the provisions of ALLTEL’s Bylaws relating to committees of the Board of Directors, including those provisions relating to removing committee members and filling vacancies.

 

Statement of Policy

 

      The Committee shall provide assistance to the Board of Directors in the manner specified in the Guidelines.

 

Powers and Responsibilities

 

      In connection with performing its powers and responsibilities specified in the Guidelines, the Committee will:

 


Š        Review with the Chairman of the Board of Directors and Chief Executive Officer the criteria for the skills and characteristics required of Board members in the context of the composition and needs of the Board of Directors from time to time, identify individuals qualified to become members of the Board of Directors, and recommend director nominees to the Board of Directors for the next annual meeting of shareholders.

 


Š        Have the sole authority to retain and terminate search firms to be used to identify director candidates and to approve the search firms’ fees and other retention terms. 

 


Š        Periodically review and assess the Guidelines and recommend any proposed changes to the Board of Directors for approval.

 


Š        Oversee an annual evaluation of the Board of Directors and its Committees and of any director continuing education conducted during the prior year.

 


Š        Review and assess annually this Charter and the performance of the Committee and obtain the approval of the Board of Directors of any recommended changes to this Charter or the Committee.

 


Š        Have the authority to investigate matters with full access to all books, records, facilities, and personnel of ALLTEL and the power to retain outside professionals for this purpose.


Š        Undertake all further actions and discharge all further responsibilities imposed upon the Committee from time to time by applicable rules of the Securities and Exchange Commission, the New York Stock Exchange, and any other statute or regulation applicable to ALLTEL from time to time.