AMENDMENT NO. 15
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)


         WHEREAS, ALLTEL Corporation (the "Company") maintains the ALLTEL
Corporation Thrift Plan, as amended and restated effective January 1, 1994, and
subsequently further amended, (the "Plan"); and

         WHEREAS, the Company desires further to amend the Plan;

         NOW, THEREFORE, the Company hereby amends the Plan in the respects
hereinafter set forth:

         1.  Effective as of September 16, 1999, Section 9.04 of the Plan is
amended by adding a new subsection (w) at the end thereof to provide as follows:

         (w)  In  determining Years of Eligibility Service for an Employee who
              was an employee of Advanced Information Resources, LTD. ("AIR")
              immediately prior to September 16, 1999, and became an Employee on
              September 16, 1999, the Employee's period or periods of employment
              with AIR prior to September 16, 1999 that would have been taken
              into account under the Plan if such period or periods of
              employment were service with a member of the Controlled  Group,
              shall be counted as Years of Eligibility Service. Notwithstanding
              any other provision of the Plan, there shall be no duplication of
              Years of Eligibility Service under the Plan by reason of service
              (or hours of service) in respect of any single period or
              otherwise.

         2. Effective as of October 25, 1999, Section 9.04 of the Plan is
amended by adding a new  subsection (x) at the end thereof to provide as
follows:

         (x)  In determining Years of Eligibility Service for an Employee who
              was an employee of ACE USA Software Sciences ("ACE") immediately
              prior to October 25, 1999, and became an Employee on October 25,
              1999, the Employee's period or periods of employment with ACE
              prior to October 25, 1999 that would have been taken into account
              under the Plan if such period or periods of employment were
              service with a member of the Controlled Group, shall be counted as
              Years of Eligibility Service. Notwithstanding any other provision
              of the Plan, there shall be no duplication of Years of Eligibility
              Service under the Plan by reason of service (or hours of service)
              in respect of any single period or otherwise.


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         3. Effective as of November 11, 1999, Section 9.04 of the Plan is
amended by adding a new subsection (y) at the end thereof to provide as follows:

         (y)  In determining Years of Eligibility Service for an Employee who
              was an employee of ACE USA Software Sciences ("ACE") immediately
              prior to November 11, 1999, and became an Employee on November 11,
              1999, the Employee's period or periods of employment with ACE
              prior to November 11, 1999 that would have been taken into account
              under the Plan if such period or periods of employment were
              service with a member of the Controlled Group, shall be counted as
              Years of Eligibility Service. Notwithstanding any other provision
              of the Plan, there shall be no duplication of Years of Eligibility
              Service under the Plan by reason of service (or hours of service)
              in respect of any single period or otherwise.

         4.  Effective as of January 1, 2000, Section 9.04 of the Plan is
amended by adding a new subsection (z) at the end thereof to provide as follows:

         (z)  In determining Years of Eligibility Service for an Employee who
              was an employee of Southern Data Systems, Inc. ("SDS") immediately
              prior to October 1, 1999, and became an Employee on October 1,
              1999, and who was an Employee on January 1, 2000, the Employee's
              period or periods of employment with SDS prior to October 1, 1999
              that would have been taken into account under the Plan if such
              period or periods of employment were service with a member of the
              Controlled Group, shall be counted as Years of Eligibility
              Service. Notwithstanding any other provision of the Plan, there
              shall be no duplication of Years of Eligibility Service under the
              Plan by reason of service (or hours of service) in respect of any
              single period or otherwise.

         5. Effective as of January 1, 2000, Section 9.04 of the Plan is amended
by adding a new  subsection (aa) at the end thereof to provide as follows:

         (aa) In  determining Years of Eligibility Service for an Employee who
              was an employee of WestGroup Management Resources, Inc.
              ("WestGroup") immediately prior to December 20, 1999, and became
              an Employee on December 20, 1999, and who was an Employee on
              January 1, 2000, the Employee's period or periods of employment
              with WestGroup prior to December 20, 1999 that would have been
              taken into account under the Plan if such period or periods of
              employment were service with a member of the Controlled Group,
              shall be counted as Years of Eligibility Service. Notwithstanding
              any other provision of the Plan, there shall be no duplication of


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                                      101
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              Years of Eligibility Service under the Plan by reason of service
              (or hours of service) in respect of any single period or
              otherwise.

         6. Effective as of September 16, 1999, Section 13.11 of the Plan is
amended by adding a new subsection (cc) at the end of thereof to provide as
follows:

         (cc)   Each person who

         (i)    was an active employee of Advanced Information Resources, LTD.
                and became an Employee on September 16, 1999;

         (ii)   met the  eligibility  requirements to become a Participant as
                provided in subsection (b) of Section 10.01 on or before the
                last day of the 1999 Plan Year; and

          (iii) is not otherwise eligible for an allocation of the Employer
                Qualified Nonelective Contribution for the 1999 Plan Year under
                Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1999 Plan Year, as provided in this subsection
         (cc) if the Participant is credited with at least such number of Hours
         of Service as the number determined by multiplying 1,000 by a fraction
         the numerator of which is the number of days of employment with the
         Controlled Group completed by the Participant in the 1999 Plan Year and
         the denominator of which is three hundred sixty-five (365). Such a
         Participant shall receive an allocation of the Employer Qualified
         Nonelective Contribution as provided in Section 13.04, but without
         regard to the requirement that a Participant have a Year of
         Participation.

         7. Effective as of October 25, 1999, Section 13.11 of the Plan is
amended by adding a new subsection (dd) at the end of thereof to provide as
follows:

         (dd)  Each person who

         (i)   was an active employee of ACE USA Software Sciences and became an
               Employee on October 25, 1999;

         (ii)  met the eligibility requirements to become a Participant as
               provided in subsection (b) of Section 10.01 on or before the last
               day of the 1999 Plan Year; and

         (iii) is not otherwise eligible for an allocation of the Employer
               Qualified Nonelective Contribution for the 1999 Plan Year under
               Section 13.04;


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                                      102
<PAGE>
         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1999 Plan Year, as provided in this subsection
         (dd) if the Participant is credited with at least such number of Hours
         of Service as the number determined by multiplying 1,000 by a fraction
         the numerator of which is the number of days of employment with the
         Controlled Group completed by the Participant in the 1999 Plan Year and
         the denominator of which is three hundred sixty-five (365). Such a
         Participant shall receive an allocation of the Employer Qualified
         Nonelective Contribution as provided in Section 13.04, but without
         regard to the requirement that a Participant have a Year of
         Participation.

         8. Effective as of November 11, 1999, Section 13.11 of the Plan is
amended by adding a new subsection (ee) at the end of thereof to provide as
follows:

         (ee)  Each person who

         (i)   was an active employee of ACE USA Software Sciences and became an
               Employee on November 11, 1999;

         (ii)  met the eligibility requirements to become a Participant as
               provided in subsection (b) of Section 10.01 on or before the last
               day of the 1999 Plan Year; and

         (iii) is not otherwise eligible for an allocation of the Employer
               Qualified Nonelective Contribution for the 1999 Plan Year under
               Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1999 Plan Year, as provided in this subsection
         (ee) if the Participant is credited with at least such number of Hours
         of Service as the number determined by multiplying 1,000 by a fraction
         the numerator of which is the number of days of employment with the
         Controlled Group completed by the Participant in the 1999 Plan Year and
         the denominator of which is three hundred sixty-five (365). Such a
         Participant shall receive an allocation of the Employer Qualified
         Nonelective Contribution as provided in Section 13.04, but without
         regard to the requirement that a Participant have a Year of
         Participation.

         9. Effective as of December 1, 1999, Section 13.11 of the Plan is
amended by adding a new subsection (ff) at the end of thereof to provide as
follows:

         (ff)  Each person who


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                                      103
<PAGE>


         (i)   was an active employee of BancWest Corporation of Honolulu,
               Hawaii and became an Employee on December 1, 1999;

         (ii)  met the eligibility requirements to become a Participant as
               provided in subsection (b) of Section 10.01 on or before the last
               day of the 1999 Plan Year; and

         (iii) is not otherwise eligible for an allocation of the Employer
               Qualified Nonelective Contribution for the 1999 Plan Year under
               Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1999 Plan Year, as provided in this subsection
         (ff) if the Participant is credited with at least such number of Hours
         of Service as the number determined by multiplying 1,000 by a fraction
         the numerator of which is the number of days of employment with the
         Controlled Group completed by the Participant in the 1999 Plan Year and
         the denominator of which is three hundred sixty-five (365). Such a
         Participant shall receive an allocation of the Employer Qualified
         Nonelective Contribution as provided in Section 13.04, but without
         regard to the requirement that a Participant have a Year of
         Participation.


         IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
caused this Amendment to be executed on this 29 day of December, 1999.



                                      ALLTEL CORPORATION





                                      By: /s/Joe T. Ford
                                         ---------------------------------------
                                             Title:





                                       5
                                      104
<PAGE>




                                AMENDMENT NO. 16
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)


         WHEREAS, ALLTEL Corporation (the "Company") maintains the ALLTEL
Corporation Thrift Plan, as amended and restated effective January 1, 1994, and
subsequently further amended, (the "Plan"); and

         WHEREAS, the Company desires further to amend the Plan;

         NOW, THEREFORE, the Company hereby amends the Plan in the respects
hereinafter set forth:

         1.  Effective with respect to periods beginning on and after January 1,
2000, Section 1.11 is amended by adding at the end thereof the following:

         Notwithstanding the foregoing provisions of this Section 1.11, an
         Employee who is to be permitted to participate in the Plan pursuant to
         that certain Agreement between ALLTEL Corporation and International
         Brotherhood of Electrical Workers and Communications Workers of America
         (the "Agreement") shall become an Eligible Employee effective January
         1, 2000, or as soon thereafter as practicable, as determined by the
         Company, and shall not be excluded from the definition of Eligible
         Employee by paragraph (1) of this Section 1.11 for periods with respect
         to which the Agreement so provides.

         2. Effective with respect to periods beginning on and after January 1,
2000, Article XIII is amended by adding a new Section 13.12 at the end thereof
to provide as follows:

           13.12  Overriding Provisions Regarding Collective Bargaining
                  -----------------------------------------------------
                  Agreements.
                  -----------
                  Notwithstanding any other provision of this Article XIII or
                  any other provision of Plan to the contrary, an Employee who
                  is covered by a collective bargaining agreement between an
                  Employer and a representative of such Employee shall not
                  receive any allocation(s) of Employer Qualified Nonelective
                  Contribution(s), Basic Employer Matching Contribution(s),
                  Additional Employer Matching Contribution(s), or any other
                  Employer Contribution(s) (to the extent the Plan provides any
                  other Employer Contribution(s)), except to the extent (if any)



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                  specifically provided for in such collective bargaining
                  agreement.

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
caused this Amendment to be executed on this 29 day of December, 1999.


                                        ALLTEL CORPORATION




                                        By: /s/Joe T. Ford
                                           -------------------------------------
                                           Title:





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