AMENDMENT NO. 13
                                       TO
                     ALLTEL CORPORATION PROFIT-SHARING PLAN
                          (January 1, 1994 Restatement)



             WHEREAS, ALLTEL Corporation (the "Company") maintains the ALLTEL
Corporation Profit-Sharing 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 (z) at the end thereof to provide
as follows:

             (z)    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 (aa) at the end thereof to provide as
follows:

             (aa)   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 (bb) at the end thereof to provide as
follows:

             (bb)   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 (cc) at the end thereof to provide as
follows:

             (cc)   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

             (dd)   at the end thereof to provide as follows:

             (dd)   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 Years of Eligibility Service


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<PAGE>

                    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 9.05 of the Plan is
amended by adding a new subsection (z) at the end thereof to provide as follows:

            (z)     In determining Years of Vesting 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 Vesting Service.
                    Notwithstanding any other provision of the Plan, there
                    shall be no duplication of Years of Vesting Service under
                    the Plan by reason of service (or hours of service) in
                    respect of any single period or otherwise.

             7.  Effective as of October 25, 1999, Section 9.05 of the Plan is
amended by adding a new subsection (aa) at the end thereof to provide as
follows:

             (aa)   In determining Years of Vesting 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
                    Vesting Service. Notwithstanding any other provision of the
                    Plan, there shall be no duplication of Years of Vesting
                    Service under the Plan by reason of service (or hours of
                    service) in respect of any single period or otherwise.

             8.  Effective as of November 11, 1999, Section 9.05 of the Plan is
                 amended by adding a new subsection (bb) at the end thereof to
                 provide as follows:

             (bb)   In determining Years of Vesting 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
                    Vesting Service. Notwithstanding any other provision of the


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<PAGE>

                    Plan, there shall be no duplication of Years of Vesting
                    Service under the Plan by reason of service (or hours of
                    service) in respect of any single period or otherwise.

             9.  Effective as of January 1, 2000, Section 9.05 of the Plan is
                 amended by adding a new subsection (cc) at the end thereof to
                 provide as follows:

             (cc)   In determining Years of Vesting 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 Vesting Service.
                    Notwithstanding any other provision of the Plan, there shall
                    be no duplication of Years of Vesting Service under the Plan
                    by reason of service (or hours of service) in respect of any
                    single period or otherwise.

             10.  Effective as of January 1, 2000, Section 9.05 of the Plan is
                  amended by adding a new subsection (dd) at the end thereof to
                  provide as follows:

             (dd)   In determining Years of Vesting 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 Vesting Service. Notwithstanding
                    any other provision of the Plan, there shall be no
                    duplication of Years of Vesting Service under the Plan by
                    reason of service (or hours of service) in respect of any
                    single period or otherwise.

             11. Effective as of September 16, 1999, Section 13.05 of the Plan
is amended by adding a new subsection (kk) at the end thereof to provide as
follows:

             (kk)   Each person who

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


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<PAGE>


                    (ii)  met the eligibility requirements to become a
                          Participant on or before the last day of the 1999
                          Plan Year; and

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

                    shall receive an allocation of Employer Contribution for
                    the 1999 Plan Year as provided in this subsection (kk),
                    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). Subject to the last sentence of Section 13.01, the
                    portion of Employer Contribution assigned to the Region
                    including such Participants shall be specified on the
                    Schedule for the 1999 Plan Year and shall be allocated
                    among the Participants in such Region as provided in
                    Section 13.04, but without regard to the requirement that
                    a Participant have a Year of Participation.
                    Notwithstanding the provisions of Section 13.04, any
                    Participant who would receive an allocation of Employer
                    Contribution under this subsection (kk) but for his
                    transfer of employment prior to December 31, 1999, shall
                    be deemed to be in the Region including the Participants
                    eligible under this subsection (kk) for the 1999 Plan
                    Year.

             12. Effective as of October 25, 1999, Section 13.05 of the Plan is
amended by adding a new subsection (ll) at the end thereof to provide as
follows:

             (ll)   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 on or before the last day of the 1999
                           Plan Year; and

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

                    shall receive an allocation of Employer Contribution for
                    the 1999 Plan Year as provided in this subsection (ll),
                    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


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<PAGE>

                    Group completed by the Participant in the 1999 Plan Year
                    and the denominator of which is three hundred sixty-five
                    (365). Subject to the last sentence of Section 13.01, the
                    portion of Employer Contribution assigned to the Region
                    including such Participants shall be specified on the
                    Schedule for the 1999 Plan Year and shall be allocated
                    among the Participants in such Region as provided in
                    Section 13.04, but without regard to the requirement that
                    a Participant have a Year of Participation.
                    Notwithstanding the provisions of Section 13.04, any
                    Participant who would receive an allocation of Employer
                    Contribution under this subsection (ll) but for his
                    transfer of employment prior to December 31, 1999, shall
                    be deemed to be in the Region including the Participants
                    eligible under this subsection (ll) for the 1999 Plan
                    Year.

             13. Effective as of November 11, 1999, Section 13.05 of the Plan is
amended by adding a new subsection (mm) at the end thereof to provide as
follows:

             (mm)   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 on or before the last day of the 1999
                           Plan Year; and

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

                    shall receive an allocation of Employer Contribution for
                    the 1999 Plan Year as provided in this subsection (mm),
                    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). Subject to the last sentence of Section 13.01, the
                    portion of Employer Contribution assigned to the Region
                    including such Participants shall be specified on the
                    Schedule for the 1999 Plan Year and shall be allocated
                    among the Participants in such Region as provided in
                    Section 13.04, but without regard to the requirement that
                    a Participant have a Year of Participation.
                    Notwithstanding the provisions of Section 13.04, any
                    Participant who would receive an allocation of Employer
                    Contribution under this subsection (mm) but for his
                    transfer of employment prior to December 31, 1999, shall


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<PAGE>
                    be deemed to be in the Region including the Participants
                    eligible under this subsection (mm) for the 1999 Plan
                    Year.

             14. Effective as of December 1, 1999, Section 13.05 of the Plan is
amended by adding a new subsection (nn) at the end thereof to provide as
follows:

             (nn)   Each person who

                     (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 on or before the last day of the 1999
                          Plan Year; and

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

                    shall receive an allocation of Employer Contribution for
                    the 1999 Plan Year as provided in this subsection (nn),
                    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). Subject to the last sentence of Section 13.01, the
                    portion of Employer Contribution assigned to the Region
                    including such Participants shall be specified on the
                    Schedule for the 1999 Plan Year and shall be allocated
                    among the Participants in such Region as provided in
                    Section 13.04, but without regard to the requirement that
                    a Participant have a Year of Participation.
                    Notwithstanding the provisions of Section 13.04, any
                    Participant who would receive an allocation of Employer
                    Contribution under this subsection (nn) but for his
                    transfer of employment prior to December 31, 1999, shall
                    be deemed to be in the Region including the Participants
                    eligible under this subsection (nn) for the 1999 Plan
                    Year.


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         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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