NO PURCHASE REQUIRED TO ENTER, PLAY, OR WIN. A PURCHASE WILL NOT IMPROVE YOUR ODDS OF WINNING.

ELIGIBILITY: You must be present to win. The Alltel’s “It’s Hip to be Circle” Customer Sweepstakes (the “Sweepstakes”) is open only to legal residents of Georgia, Louisiana, Montana, or Nebraska (depending on the Sweepstakes event location), who are 18 years of age or older at the time of entry, and have been Alltel customers with My Circle-eligible plans (at least $59.99 per month or higher) since at least May 1, 2008. Void in Florida, New York, Rhode Island and where taxed, restricted, or prohibited by law. Employees of Alltel Communications, LLC (“Alltel”) (“Sponsor”) (including but not limited to current employees as of the date of entry and former employees who have been terminated—voluntarily or involuntarily in Alltel’s discretion—for suspicion of misconduct or violation of Alltel policy); Taylor Global, Inc. (“Taylor”); GMR Marketing LLC (“GMR”); and their respective parents, subsidiaries, directors, owners, employees, agents, affiliates, sales representatives, retailers, distributors, and promotion, and other vendor agencies involved in this Sweepstakes, and the households and immediate family members (defined for the purposes of this Sweepstakes as parent, spouse, child, and sibling) of such employees, are not eligible. Sweepstakes is subject to all federal, state, and local laws and regulations.

HOW TO ENTER: To enter the Sweepstakes, complete an Official Entry Form and deposit in the designated ballot box at the Alltel My Circle Anniversary Events (each, an “Event”) between 11:00 a.m. local time and 1:30 p.m. local time in Savannah, Georgia on May 17, 2008; Shreveport, Louisiana on May 24, 2008; Omaha, Nebraska on May 31, 2008; or Billings, Montana on June 7, 2008. Each Event is a separate Sweepstakes. All entries must be received by 1:30 p.m. local time at the Event to be eligible for the specific Sweepstakes drawing. For each Sweepstakes, one (1) Grand Prize, as described below in the Prizes section, will be selected at random from all eligible entries received by 1:30 p.m. local time at the Event. Non-winning entries from each event will NOT be carried over into subsequent drawings. If you have special needs within the meaning of the Americans with Disabilities Act, and require assistance in order to participate in the Sweepstakes, please contact the onsite promotional representative. Alltel, Taylor, GMR, and their respective parents, subsidiaries, directors, owners, employees, agents, affiliates, sales representatives, retailers, distributors, and Sweepstakes, and other vendor agencies are not responsible for lost, late, misdirected, or illegible entries. Entrant must include all data requested for the Sweepstakes entry to be valid. Subsequent entries from the same individual on the same day will be automatically disqualified. Only one (1) entry per person per Event. Only residents of the state where the Sweepstakes is being held are eligible.PRIZE AND APPROXIMATE RETAIL VALUE PER EVENT: The odds of winning depend on the number of eligible entries received at each Event.

One (1) Grand Prize per Event: $5,000 to be awarded in the form of a corporate check.

Prizes are not transferable by winner; no prize substitution or cash alternatives are allowed except by Alltel due to unavailability of prize. Alltel reserves the right to substitute prize of the same approximate retail value. Prize consists only of items specifically listed as part of the prize. Certain conditions and restrictions apply.

GRAND PRIZE WINNERS: Grand Prize winners will be selected in a random drawing at the Event at approximately 1:40 p.m. local time by Taylor and/or Alltel and will be announced approximately 20 minutes after the drawing at the Event. Potential Grand Prize winners MUST be present to win. If an entrant whose name is drawn does not respond within the time limit announced onsite (for example, 5 minutes), that entrant will be disqualified and the name of a new potential winner will be drawn. All decisions on whether an entrant responded in timely fashion will be made by Taylor’s onsite representative.

Potential winner will be named Grand Prize winner only upon verification of identity and eligibility to Sponsor’s satisfaction, including verification of phone plan eligibility. Grand Prize winners may be required to complete, sign and return an affidavit of eligibility, publicity release, mutually agreeable liability release, and any necessary tax documents. If requested affidavit of eligibility, publicity release, mutually agreeable liability release, and tax documents are not returned within seven (7) calendar days after notice is sent or if returned as undeliverable, the prize will be forfeited in its entirety and an alternate winner will be selected. Any necessary alternate winners will be selected in a similar random drawing from among the remaining eligible entries received. Grand Prize winners are individually responsible for all federal, state, and local income taxes and other taxes associated with the prize. Alltel will comply with all tax reporting requirements.

Acceptance of prize by winner constitutes winner’s consent that his/her name, likeness, voice, and/or biographical data may be used for advertising and promotional purposes without limitation and without additional notice, compensation, or consent by Alltel, Taylor, GMR, and each of their respective parents, subsidiaries, affiliates, directors, owners, employees and agents except where prohibited by law.

BY ENTERING, entrant agrees to accept and abide by the rules of this Sweepstakes and agrees that any dispute in regard to the conduct of this Sweepstakes, rule interpretation, or award of prize shall be submitted to Taylor, whose decision shall be binding and final. By participating in the Sweepstakes, entrant agrees to hold harmless Alltel, Taylor, GMR, and their respective parent companies, affiliates, subsidiaries, service agencies, independent contractors, and the officers, directors, owners, employees, agents, and representatives of the above organizations from any injury, loss, or damage to person including death or property, due in-whole or in-part, directly or indirectly, to the acceptance or use/misuse of a prize, participation in any Sweepstakes-related activity or participation in the Sweepstakes. Alltel is not responsible for any typographical or other error in the printing of this offer, administration of the Sweepstakes or in the announcement of prizes. In the event Alltel is prevented from continuing with this Sweepstakes, or the integrity and/or feasibility of the Sweepstakes is undermined by any event including, but not limited to fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, war (declared or undeclared), terrorist threat or activity, or any federal, state or local government law, order or regulation, order of any court or jurisdiction, or by other cause not reasonably within the Alltel’s control (each a “Force Majeure” event or occurrence), Alltel shall have the right, in its discretion, to abbreviate, modify, suspend, cancel, or terminate the Sweepstakes without further obligation. If Alltel, in its sole discretion, elects to abbreviate the Sweepstakes as a result of a Force Majeure event, Alltel reserves the right, but not the obligation, to award the prize by random selection of a winner from among all valid and eligible entries received up to the time of such Force Majeure event. All entries are the property of Alltel and will not be returned.

WINNERS LIST: For the name of the Grand Prize winner, indicate the Event location and send a self-addressed stamped envelope by August 6, 2008 to: Alltel’s “It’s Hip to be Circle” Customer Sweepstakes Winners List, 5000 South Towne Drive, New Berlin, WI 53151.

Sponsored 2008 by Alltel Communications, LLC, One Allied Drive, Little Rock, AR 72202. Administered onsite by Taylor Global, Inc., 10150 Mallard Creek Road, Suite 300, Charlotte, NC 28262 and offsite by GMR Marketing LLC, 5000 South Towne Drive, New Berlin, WI 53151.