AMENDMENT NO. 14
                                       TO
                         ALLTEL CORPORATION PENSION PLAN
                          (January 1, 1994 Restatement)

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

               WHEREAS, the Company desires further to amend the Plan;

               NOW THEREFORE, BE IT RESOLVED, that the Company hereby amends
the Plan, effective as set forth herein, in the respects hereinafter set forth.

               1.       Effective  as of January 1, 1999,  Section 13  of the
Plan is amended by adding the following Section 13.31thereto:

13.31          Employees  of 360 Communications  Company  and its
               ---------------------------------------------------------
               Predecessors.
               -------------

      (a)      Effective Date - January 1, 1999.
               --------------

      (b)      Account - None.
               -------

      (c)      Minimum Normal Retirement Pension - None.
               ---------------------------------

      (d)      Minimum Early Retirement Pension - None.
               --------------------------------

      (e)      Minimum Disability Retirement Pension - None.
               -------------------------------------

      (f)      Minimum Deferred Vested Pension - None.
               -------------------------------

      (g)      Minimum Death Benefit - None.
               ---------------------

      (h)      Prior Plan Offset - Not Applicable.
               -----------------

      (i)      Provision  Relative  to  Section 401(a)(12)  of the Code - Not
               --------------------------------------------------------
               Applicable.

      (j)      Miscellaneous - See APPENDIX FF - SPECIAL PROVISIONS
               APPLICABLE TO CERTAIN EMPLOYEES OF 360 COMMUNICATIONS
               COMPANY AND ITS PREDECESSORS which follows immediately
               hereafter.


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<PAGE>

                                   APPENDIX FF
               SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
                                       OF
             360COMMUNICATIONS COMPANY AND ITS PREDECESSORS


Notwithstanding any other provision of the Plan, effective January 1, 1999, the
Plan is modified as set forth below with respect to any employee who is in
employment of the Controlled Group covered under the Plan on or after January 1,
1999 and who is listed in Attachment I to this Appendix FF.

A.    Section 1.07 is modified by adding to the definition thereof the
      following:

      1.07FF          "Basic Compensation" shall include only amounts that
                       constitute
                      "Basic Compensation" for Plan Years beginning on or after
                       January 1, 1999.

B.    Section 1.14 is modified by adding to the definition thereof the
      following:

      1.14FF          "Compensation" shall include only amounts that constitute
                      "Compensation" for Plan Years beginning on or after
                       January 1, 1999.

C.    Section 1.37(g) is modified as follows:

      1.37(g)FF       Vesting Service

                      (a)   A Participant's eligibility for benefits under
                            the Plan shall be determined by his period of
                            Vesting Service, in accordance with the
                            following:

                            (i)   Service Prior to January 1, 1999:

                                  (A) Service Prior to January 1, 1976:
                                      The period, or the aggregate of the
                                      periods, listed with respect to the
                                      Participant on Attachment I to this
                                      Appendix FF, stated as years and
                                      completed months

                                  (B) Service From and After January 1,
                                      1976 and Prior to January 1, 1999:



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<PAGE>


                                            The Participant shall be credited
                                            with Vesting Service with respect to
                                            each period set forth with respect
                                            to the Participant on Attachment I
                                            to this Appendix FF. determined as
                                            though the Participant had been
                                            continuously during each such
                                            period an Employee of the Controlled
                                            Group and had been credited with ten
                                            (10) Hours of Service for each day
                                            of employment during such
                                            periods(s).

                               (ii)   Service From and After January 1, 1999: In
                                      accordance with the provisions of
                                      Section 1.37(g).

                              (iii)   Notwithstanding any other provision of the
                                      Plan, there shall be no duplication of
                                      Vesting Service (or  Vesting  Years of
                                      Service) by reason of any restoration  of,
                                      crediting of, or granting of service in
                                      in respect of any single period or
                                      otherwise.

D.    Section 1.37(d) is modified as follows:

      1.37(d)FF       Benefit Service

                      (a) The amount of the benefit payable to or on behalf of
                          a Participant shall be determined on the basis of
                          his Benefit Service, in accordance with the
                          following:

                              (i)  Benefit Service Prior to January 1, 1999:
                                   None.

                             (ii)  Benefit Service From and After January 1,
                                   1999:  In accordance with the provisions
                                   of Section 1.37(d).

E.    Section 1.37(f) is modified as follows:

      1.37(f)FF       Eligibility Year of Service

                      (a) A Participant's Eligibility Years of Service under
                          the Plan shall be determined in accordance with the
                          following:

                              (i) Service Prior to January 1, 1999: The


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<PAGE>
                                  Participant shall be credited with
                                  Eligibility Years of Service with respect
                                  to each period set forth with respect to
                                  the Participant on Attachment I to this
                                  Appendix FF determined as though the
                                  Participant had been credited with ten
                                  (10) Hours of Service for each day of
                                  employment during such period(s).

                             (ii) Service From and After January 1, 1999:
                                  In accordance with the provisions of
                                  Section 1.37(f).

                            (iii) Notwithstanding any other provision of the
                                  Plan, there shall be no duplication of
                                  Eligibility Years of Service under the
                                  Plan by reason of any restoration of,
                                  crediting of, or granting of service in
                                  respect of any single period or otherwise.

                  2.   Effective as of July 2, 1999, Section 13 of the Plan is
amended by adding the following Section 13.32 thereto:

13.32           Employees of Aliant Communications Inc.and its subsidiaries
                -----------------------------------------------------------

         (a)    Effective Date - July 2, 1999.
                --------------

         (b)    Account - None.
                -------

         (c)    Minimum Normal Retirement Pension - None.
                ---------------------------------

         (d)    Minimum Early Retirement Pension - None.
                --------------------------------

         (e)    Minimum Disability Retirement Pension - None.
                -------------------------------------

         (f)    Minimum Deferred Vested Pension - None.
                -------------------------------

         (g)    Minimum Death Benefit - None.
                ---------------------

         (h)    Prior Plan Offset - Not Applicable.
                -----------------

         (i)    Provision Relative to Section 401(a)(12) of the Code - Not
                ----------------------------------------------------------
                Applicable.
                -----------

         (j)    Miscellaneous - See APPENDIX GG - SPECIAL PROVISIONS
                -------------
                APPLICABLE TO CERTAIN EMPLOYEES OF ALIANT COMMUNICATIONS INC.




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<PAGE>

            AND ITS SUBSIDIARIES which follows immediately hereafter.


                                   APPENDIX GG
               SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
                                       OF
                 ALIANT COMMUNICATIONS INC. AND ITS SUBSIDIARIES

Effective July 2, 1999, certain employees of Aliant Communications Inc. and its
subsidiaries became employees of the Controlled Group.

Notwithstanding any other provision of the Plan, effective July 2, 1999, the
Plan is modified as set forth below with respect to any employee who is in
employment of the Controlled Group covered under the Plan on or after July 2,
1999, and who, on or before July 1, 1999, had service credited for vesting
purposes under the Plan for Employees' Pensions of Aliant Communications Co.

A.   Section 1.07  is modified by adding to the  definition  thereof the
     following:

     1.07GG   "Basic Compensation" shall include only amounts earned (as an
              Employee of an Employer) after July 1, 1999.

B.   Section 1.14 is modified by adding to the definition thereof the
     following:

     1.14GG  "Compensation" shall include only amounts earned (as an Employee
             of an Employer) after July 1, 1999.

C.   Section 1.37(g) is modified as follows:

     1.37(g)GG            Vesting Service
                          ---------------

                 (a)  A Participant's eligibility for benefits under the
                      Plan shall be determined by his period of Vesting
                      Service, in accordance with the following:

                      (i)   Service Prior to January 1, 1999: An Employee's
                            period(s) of employment prior to January 1,
                            1999, shall be counted as Vesting Service to
                            the extent of the number of whole one-year
                            periods that are credited as of December 31,
                            1998, to such Employee under the provisions of
                            the Plan for Employees' Pensions of Aliant
                            Communications Co. as in effect from time to


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<PAGE>

                             time (the "Aliant Plan") as "Continuous
                             Service," as such term is defined in the Aliant
                             Plan.

                       (ii)  Service From January 1, 1999, to July 1, 1999:
                             For purposes of determining a Vesting Year of
                             Service for the Plan Year ending December 31,
                             1999, an Employee shall be credited for the
                             Plan Year ending December 31, 1999, with a
                             number of Hours of Service equal to the number
                             of "Hours of Service," as defined in the Plan
                             for Employees' Pensions of Aliant
                             Communications Co. as in effect on December 31,
                             1999, (the "Pre-2000 Aliant Plan"),  credited
                             to such Employee under the Pre-2000 Aliant Plan
                             for purposes of determining "Continuous
                             Service," as defined in the Pre-2000 Aliant
                             Plan, with respect to the period beginning
                             January 1, 1999, and ending July 1, 1999.

                     (iii)   Service From and After July 2, 1999: In
                             accordance with the provisions of
                             Section 1.37(g).

                      (iv)   Notwithstanding any other provision of the
                             Plan, there shall be no duplication of Vesting
                             Service (or Vesting Years of Service) by reason
                             of any restoration of, crediting of, or
                             granting of service in respect of any single
                             period or otherwise.

D.    Section 1.37(d) is modified as follows:

      1.37(d)GG            Benefit Service
                           ---------------

                 (a)  The amount of the benefit payable to or on behalf of
                      a Participant shall be determined on the basis of his
                      Benefit Service, in accordance with the following:

                       (i)   Benefit Service Prior to July 2, 1999:  None.

                      (ii)   Benefit Service From and After July 2, 1999: In
                             accordance with the provisions of
                             Section 1.37(d).


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<PAGE>


E. Section 1.37(f) is modified as follows:

   1.37(f)GG            Eligibility Year of Service
                        ---------------------------

               (a)      A Participant's Eligibility Years of Service under
                        the Plan shall be determined in accordance with the
                        following:

                        (i)   Service Prior to July 2, 1999: With respect to
                              periods of employment occurring prior to
                              July 2, 1999, an Employee shall receive credit
                              under the Plan for purposes of Eligibility
                              Service for service similarly credited for
                              purposes of eligibility to participate under
                              the Plan for Employees' Pensions of Aliant
                              Communications Co. as in effect as of the
                              relevant time (the "Aliant Plan") in the same
                              manner as provided in Section 1.37(g)GG(a)(i)
                              and (ii), modified, however, to reflect that
                              both the Plan and the Aliant Plan determined
                              eligibility service using the hours method and
                              a computation period that adjusts from the
                              first anniversary of employment to the plan
                              year.

                       (ii)   Service From and After July 2, 1999: In
                              accordance with the provisions of
                              Section 1.37(f).

                      (iii)   Notwithstanding any other provision of the
                              Plan, there shall be no duplication of
                              Eligibility Years of Service by reason of any
                              restoration of, crediting of, or granting of
                              service in respect of any single period or
                              otherwise.

      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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