UNITED STATES OF AMERICA and    STATE OF MINNESOTA,                   Plaintiffs,                   v. ALLTEL CORPORATION and MIDWEST WIRELESS HOLDINGS L.L.C.                      Defendants.

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STIPULATION FOR ENTRY OF ORDER AND SETTLEMENT AGREEMENT Case No. 06-3631 (RHK/AJB) Date Filed: December 3, 2007 Judge Richard H. Kyle

WHEREAS Plaintiffs filed a Petition for an Order to Show Cause Why Defendant ALLTEL Corporation Should Not Be Found in Civil Contempt ("Petition to Show Cause") on December 3, 2007;

AND WHEREAS the United States, Plaintiff State of Minnesota, and ALLTEL Corporation ("ALLTEL") have agreed upon a resolution of this matter without any admission or determination of wrongdoing by ALLTEL and without any findings or adjudication with respect to any issue of fact or law;

IT IS HEREBY STIPULATED AND AGREED by and between the undersigned parties that:

1. This Court has jurisdiction over the subject matter of this action and each of the parties to this action.

2. The proposed Order on Petition of Plaintiffs for an Order to Show Cause Why Defendant ALLTEL Corporation Should Not Be Found in Civil Contempt ("Order") in the form submitted to the Court may be entered by the Court on the Court's own motion or the motion of the United States at any time, and without further notice to any party or any proceeding.

3. From the signing of this Stipulation, ALLTEL shall be bound by and comply with the terms of the proposed Order as though they were in full force and effect as an order of the court.

4. The parties' execution of this Stipulation and entry of the proposed Order discharges and settles any and all claims of the United States and the State of Minnesota against ALLTEL arising out of the violations in the Petition to Show Cause of Sections V.C.4, VI.B.2, and VI.F of the Preservation of Assets Order entered by this Court on September 8, 2006, and Section VIII of the Final Judgment entered by this Court on January 8, 2007, in United States v. ALLTEL Corp. and Midwest Wireless Holdings, Civ. No. 0:06-cv-03631 (D. Minn.).⁽¹⁾

5. Neither this Stipulation nor the proposed Order shall be construed to preclude the United States or the State of Minnesota from bringing an action against ALLTEL for any violation(s) of the Preservation of Assets Order or the Final Judgment other than the alleged violations described in Paragraph 4 above.

6. In the event that the United States withdraws its consent, or if the proposed Order is not entered as jointly requested by the parties, this Stipulation shall be of no effect whatsoever, the making of it shall be without prejudice to any party in this or any other proceeding and it shall not thereafter be used in this or any other action or for any other purpose.

Dated: December 3, 2007

Respectfully submitted,

FOR PLAINTIFF UNITED STATES RACHEL K. PAULOSE United States Attorney Greg Brooker Assistant U.S. Attorney Attorney I.D. No. 166066 600 U.S. Courthouse 300 South Fourth Street Minneapolis, MN 55415 (612) 664-5600 Facsimile: (612) 664-5788 ____s/ Hillary B. Burchuk ___ Hillary B. Burchuk Brian C. Hill Attorneys, Telecommunications & Media Enforcement Section Antitrust Division U.S. Department of Justice City Center Building 1401 H Street, N.W., Suite 8000 Washington, D.C. 20530 (202) 514-5621 Facsimile: (202) 514-6381 FOR PLAINTIFF STATE OF MINNESOTA LORI SWANSON ATTORNEY GENERAL ____s/ Kristen M. Olsen___ Kristen M. Olsen (No. 030489X) Assistant Attorney General 445 Minnesota Street, Suite 1200 St. Paul, MN 55101-2130 (651) 296-2921 Facsimile: (651) 282-5437

FOR DEFENDANT ALLTEL CORPORATION ____s/ Jeffrey A. Jaeckel ___ W. Stephen Smith Jeffrey A. Jaeckel Morrison & Foerster LLP 2000 Pennsylvania Avenue, N.W. Washington, D.C. 20006-1888 (202) 887-1500 Facsimile: (202) 887-0763

FOOTNOTES

1. It is the understanding of the United States and defendants that ALLTEL and the FCC intend to enter into a Consent Decree to address the same conduct described in the Petition and the alleged violations of these same provisions, which were adopted as conditions of the Federal Communications Commission's approval of ALLTEL's acquisition of Midwest Wireless Holdings, L.L.C. Applications of Midwest Wireless Holdings, L.L.C. and ALLTEL Communications, Inc., WT Docket No. 05-339, Memorandum Opinion and Order, 21 FCC Rcd 11526, 11560, 11569-71 ¶¶ 92-93, 119, 122, 125 (2006). The parties understand that ALLTEL's compliance with the payment provisions of the proposed Order will also constitute satisfaction of any voluntary contribution provisions contained in the Federal Communications Commission's Consent Decree.