<PAGE>

                                                                     EXHIBIT 4.2


            =======================================================



                               ALLTEL CORPORATION

                                       TO

                J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,

                                   AS TRUSTEE

                         ELEVENTH SUPPLEMENTAL INDENTURE

                            DATED AS OF JUNE 19, 2002

                    PROVIDING FOR ISSUANCE INITIALLY OF UP TO

                        $800,000,000 PRINCIPAL AMOUNT OF

                        7% SENIOR NOTES DUE JULY 1, 2012



            =======================================================

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                                Table of Contents
                                -----------------
<TABLE>
<CAPTION>

                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
ARTICLE ONE DEFINITIONS.................................................................   2

     Section 1.01 Definition of Terms...................................................   2

ARTICLE TWO GENERAL TERMS AND CONDITIONS OF THE NOTES...................................   3

     Section 2.01 Designation and Principal Amount......................................   3

     Section 2.02 Maturity..............................................................   4

     Section 2.03 Form, Payment and Appointment.........................................   4

     Section 2.04 Global Notes..........................................................   4

     Section 2.05 Interest..............................................................   5

ARTICLE THREE REDEMPTION OF THE NOTES...................................................   5

     Section 3.01 Optional Redemption by the Company....................................   5

     Section 3.02 Definitions...........................................................   6

     Section 3.03 No Sinking Fund.......................................................   7

ARTICLE FOUR REGISTERED GLOBAL SECURITIES...............................................   7

     Section 4.01 Definitions...........................................................   7

     Section 4.02 Execution and Authentication..........................................   7

     Section 4.03 Reserved..............................................................   8

     Section 4.04 Transfer..............................................................   8

ARTICLE FIVE NOTICE.....................................................................  10

     Section 5.01 Notice by the Company.................................................  10

ARTICLE SIX FORM OF NOTE................................................................  10

     Section 6.01 Form of Note..........................................................  10

ARTICLE SEVEN AMENDMENTS AND WAIVERS....................................................  18

     Section 7.01 Amendments and Waivers................................................  18

</TABLE>

                                       i

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<TABLE>
<S>                                                                                       <C>
 ARTICLE EIGHT MISCELLANEOUS............................................................  18

      Section 8.01 Ratification of Indenture............................................  18

      Section 8.02 Provisions of Base Indenture Incorporated............................  18

      Section 8.03 Trustee Not Responsible for Recitals.................................  18

      Section 8.04 New York Law to Govern...............................................  18

      Section 8.05 Separability.........................................................  18

      Section 8.06 Counterparts.........................................................  19

      Section 8.07 Provisions of the Indenture and Notes for the Sole Benefit of the
                   Parties and the Holders of the Notes.................................  19

      Section 8.08 Provisions Required by Trust Indenture Act of 1939 to Control........  19

      Section 8.09 Ranking..............................................................  19
</TABLE>

                                       ii

<PAGE>

          THIS ELEVENTH SUPPLEMENTAL INDENTURE (the "Eleventh Supplemental
Indenture"), dated as of June 19, 2002, made and entered into by and between
ALLTEL CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware, with its principal offices located at One Allied Drive,
Little Rock, Arkansas (hereinafter referred to as the "Company"), and J. P.
MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as successor trustee (hereinafter
referred to as the "Trustee").

          WHEREAS, the Company has duly executed and delivered to the Trustee an
Indenture dated as of January 1, 1987 (hereinafter referred to as the "Base
Indenture"), as supplemented by a First Supplemental Indenture dated as of March
1, 1987, a Second Supplemental Indenture dated as of April 1, 1989, a Third
Supplemental Indenture dated as of May 8, 1990, a Fourth Supplemental Indenture
dated as of March 1, 1991, a Fifth Supplemental Indenture dated as of October 1,
1993, a Sixth Supplemental Indenture dated as of April 1, 1994, a Seventh
Supplemental Indenture dated as of September 1, 1995, an Eighth Supplemental
Indenture dated as of March 1, 1996, a Ninth Supplemental Indenture dated as of
April 1, 1999 and a Tenth Supplemental Indenture dated as of May 6, 2002 (the
Base Indenture and all supplemental indentures thereto being hereinafter
collectively referred to as the "Indenture"), providing for the periodic
issuance of debt securities in series; and

          WHEREAS, Section 2.02(a) of the Base Indenture provides for the
issuance of any Series (as defined in the Base Indenture) of Securities (as
defined in the Base Indenture) pursuant to a Board Resolution (as defined in the
Base Indenture) or by the execution and delivery to the Trustee of an indenture
supplemental to the Indenture authorized and approved by the Board of Directors
of the Company; and

          WHEREAS, Section 2.01 of the Base Indenture provides that (i) all
Securities of a Series shall be identical in all respects, with certain
exceptions and (ii) all Series of Securities shall be equally and ratably
entitled to the benefits of the Indenture; and

          WHEREAS, the Company desires in and by this Eleventh Supplemental
Indenture to provide for the creation and issuance of an unlimited principal
amount of 7% Senior Notes due July 1, 2012 (hereinafter referred to as the
"Notes") in accordance with and under the terms and provisions of the Indenture,
provided however, that no Notes in excess of $800,000,000 aggregate principal
amount may be issued on the date hereof; and

          WHEREAS, the Board of Directors of the Company has duly authorized the
execution and delivery of this Eleventh Supplemental Indenture providing for the
issuance of the Notes as herein provided; and

          WHEREAS, the Company has requested that the Trustee execute and
deliver this Eleventh Supplemental Indenture and all requirements necessary to
make this Eleventh Supplemental Indenture a valid, binding and enforceable
instrument in accordance with its terms, and to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee, the valid, binding
and enforceable obligations of the Company, and all acts and things necessary
have been done and performed to make this Eleventh Supplemental Indenture
enforceable in accordance with its terms, and the execution and delivery of this
Eleventh Supplemental Indenture has been duly authorized in all respects.

<PAGE>

     NOW THEREFORE, in consideration of the purchase and acceptance of the Notes
by the Holders thereof, and for the purpose of setting forth, as provided in the
Base Indenture, the form and substance of the Notes and the terms, provisions
and conditions thereof, the Company covenants and agrees with the Trustee as
follows:

                                  ARTICLE ONE

                                  DEFINITIONS

          Section 1.01  Definition of Terms.
                        -------------------

          Unless the context otherwise requires:

          (a) a term defined in the Base Indenture has the same meaning when
     used in this Eleventh Supplemental Indenture;

          (b) a term defined anywhere in this Eleventh Supplemental Indenture
     has the same meaning throughout;

          (c) the singular includes the plural and vice versa;

          (d) headings are for convenience of reference only and do not affect
     interpretation;

          (e) the following terms have the meanings given to them in this
     Section 1.01(e):

               "Business Day" means, with respect to the Notes, any day other
          than a day on which federal or state banking institutions in the
          Borough of Manhattan, The City of New York, or Cleveland, Ohio, are
          authorized or obligated by law, executive order or regulation to
          close.

               "Comparable Treasury Issue" shall have the meaning specified in
          Section 3.02.

               "Comparable Treasury Price" shall have the meaning specified in
          Section 3.02.

               "Coupon Rate" shall have the meaning specified in Section 2.05.

               "Depositary" shall have the meaning set fort in Section 4.01.

               "Exchange Act" means the Securities Exchange Act of 1934 and any
          statute successor thereto, in each case as amended from time to time.

               "Global Notes" shall have the meaning specified in Section 2.04.

                                       2



<PAGE>

               "Independent Investment Banker" shall have the meaning specified
          in Section 3.02.

               "Interest Payment Date" shall have the meaning specified in
          Section 2.05.

               "Maturity Date" shall have the meaning specified in Section 2.02.

               "Notes" shall have the meaning specified in Section 2.01.

               "Place of Payment" shall have the meaning specified in Section
          2.03.

               "Primary Treasury Dealer" shall have the meaning specified in
          Section 3.02.

               "Reference Treasury Dealer" shall have the meaning specified in
          Section 3.02.

               "Reference Treasury Dealer Quotations" shall have the meaning
          specified in Section 3.02.

               "Registered Global Security" shall have the meaning specified in
          Section 4.01

               "Regular Record Date" means, with respect to any Interest Payment
          Date for the Notes, the close of business on December 15 or June 15,
          as the case may be (whether or not a Business Day), immediately
          preceding such Interest Payment Date.

          The terms "Base Indenture" and "Indenture" shall have the respective
meanings set forth in the recitals to this Eleventh Supplemental Indenture and
the paragraph preceding such recitals.

                                  ARTICLE TWO

                    GENERAL TERMS AND CONDITIONS OF THE NOTES

          Section 2.01  Designation and Principal Amount.
                        --------------------------------

     There is hereby authorized a series of Securities designated the "7% Senior
Notes due July 1, 2012" (the "Notes"), in unlimited aggregate principal amount
(except as otherwise provided in Article Two of the Base Indenture); provided
however, that no Notes in excess of $800,000,000 aggregate principal amount may
be issued on the date hereof. The Company may at any time, without consent of
the Holders, create and issue additional Notes having the same ranking and the
same interest rate, maturity and other terms as the Notes issued on the date
hereof. The Notes may be issued from time to time upon written order of the
Company for the authentication and delivery of Notes pursuant to Section 2.03 of
the Base Indenture.

                                       3

<PAGE>


          Section 2.02  Maturity.
                        --------

          The date upon which the Notes shall become due and payable at final
maturity, together with any accrued and unpaid interest, is July 1, 2012 (the
"Maturity Date").

          Section 2.03  Form, Payment and Appointment.
                        -----------------------------

          (a) Except as provided in Section 2.04, the Notes shall be issued in
fully registered, certificated form, bearing identical terms. Principal of and
premium, if any, and interest on the Notes will be payable, the transfer of such
Notes will be registrable and such Notes will be exchangeable for Notes bearing
identical terms and provisions at the office or agency of the Company maintained
for such purpose as described below; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the Holder at such
address as shall appear in the register or by wire transfer to an account
appropriately designated by the Holder entitled to payment.

          (b) The Company hereby designates the Borough of Manhattan, The City
of New York as the place of payment ("Place of Payment") for the Notes, and the
office or agency maintained by the Company in such Place of Payment for the
purposes contemplated by this Section 2.03 shall initially be located at 15th
Floor, 450 West 33rd Street, New York, New York.

          (c) The Registrar, transfer agent and Paying Agent for the Notes shall
initially be the Trustee.

          (d) The Notes shall be issuable in denominations of $1,000 and
integral multiples of $1,000.

          (e) The Notes may be issued, in whole or in part, in permanent global
form and, if issued in permanent global form, the Depositary shall be The
Depository Trust Company or such other depositary as any officer of the Company
may from time to time designate.

          Section 2.04  Global Notes.
                        ------------

          (a) The Notes will be issued initially in the form of one or more
Registered Global Securities (the "Global Notes") registered in the name of the
Depositary or its nominee. Unless and until they are exchanged for the Notes in
registered form, such Global Notes may be transferred, in whole but not in part,
only to the Depositary or a nominee of the Depositary, or to a successor
Depositary selected or approved by the Company or to a nominee of such successor
Depositary.

          (b) If at any time (i) the Depositary notifies the Company that it is
unwilling or unable to continue as a Depositary for the Global Notes and no
successor Depositary shall have been appointed within 90 days after such
notification, (ii) the Depositary ceases to be a clearing agency registered
under the Exchange Act at any time the Depositary is required to be so
registered to act as such Depositary and no successor Depositary shall have been
appointed within 90 days after the Company becoming aware of the Depositary's
ceasing to be so registered, (iii) the Company, in its sole discretion,
determines that the Global Notes shall be so exchangeable or (iv) there shall
have occurred and be continuing an Event of Default, the

                                       4

<PAGE>

Company will execute, and subject to Article Two of the Base Indenture, the
Trustee, upon written notice from the Company, will authenticate and deliver the
Notes in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Note in exchange for such Global Note.

          (c) Upon exchange of the Global Note for such Note in definitive
registered form without coupons, in authorized denominations, the Global Note
shall be cancelled by the Trustee. Such Notes in definitive registered form
issued in exchange for the Global Note shall be registered in such names and in
such authorized denominations as the Depositary or its custodian, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

          Section 2.05  Interest.
                        --------

          (a) The Notes will bear interest at the rate of 7% per year (the
"Coupon Rate") from June 19, 2002, through and including the day immediately
preceding the Maturity Date (or, in the event of an optional redemption, the day
immediately preceding the optional redemption date) and thereafter, to the
extent permitted by law, compounded semi-annually on any overdue principal and
premium, if any, and on any overdue installment of interest at the Coupon Rate.

          (b) Interest is payable semi-annually in arrears on January 1 and July
1 of each year (each, an "Interest Payment Date") commencing on January 1, 2003,
to the Person in whose name such Note, or any predecessor Note, is registered at
the close of business on the Regular Record Date for such interest installment.

          (c) The amount of interest payable for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
period other than a full semi-annual period for which interest is computed will
be computed on the basis of the actual number of days elapsed in such a 180-day
period. In the event that any date on which interest is payable on the Notes is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business Day
is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.

                                 ARTICLE THREE

                             REDEMPTION OF THE NOTES

          Section 3.01  Optional Redemption by the Company.
                        ----------------------------------

          (a) The Notes will be redeemable as a whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of:


                                       5

<PAGE>
               (i) 100% of the principal amount of such Notes plus accrued and
          unpaid interest thereon to the date of redemption; and

               (ii) the sum of the remaining scheduled payments of principal and
          interest thereon (not including any portion of the payments of
          interest accrued as of the date of redemption) discounted to their
          present value on a semi-annual basis (assuming a 360-day year
          consisting of twelve 30-day months) at the Treasury Rate plus 25 basis
          points, plus accrued and unpaid interest thereon to the date of
          redemption.

          (b) The Trustee shall, in accordance with the Company's direction
given pursuant to Section 3.03 of the Base Indenture, mail notice of any
redemption, which shall set forth the proposed redemption date and the proposed
method to be used in determining the redemption price in accordance with Section
3.01(a), at least 30 days but not more than 60 days before the redemption date
to each Holder of the Notes to be redeemed.

          (c) Unless the Company defaults in payment of the redemption price, on
and after the redemption date interest will cease to accrue on the Notes or
portions thereof called for redemption and the Notes or portions thereof called
for redemption will cease to be outstanding and will only represent the right to
receive the redemption price.

          (d) If reasonably requested by the Trustee, the Company shall provide
to the Trustee such information as is required to prepare the notice referred to
in Section 3.01(b) and to enable a determination to be made of the redemption
price in accordance with Section 3.01(a). The Company shall provide notice of
the redemption price determined in accordance with Section 3.01(a) to the
Trustee and the Depositary no later than the business day immediately preceding
the redemption date.

          Section 3.02  Definitions.
                        -----------

          "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.

          "Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of three Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest of five such Reference
Treasury Dealer Quotations, (B) if the Trustee obtains four such Reference
Treasury Dealer Quotations, the average of two Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest of
four such Reference Treasury Dealer Quotations or (C) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such Reference Treasury Dealer Quotations.

          "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with, and upon direction
from, the Company.

                                       6

<PAGE>

          "Reference Treasury Dealer" means each of Banc of America Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., and Goldman, Sachs & Co., or their
respective affiliates, which are primary U.S. Government securities dealers (a
"Primary Treasury Dealer"), and their respective successors; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury Dealer, the
Company shall substitute therefor another Primary Treasury Dealer.

          "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. (New York
time) on the third business day preceding such redemption date.

          "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

          Section 3.03  No Sinking Fund.
                        ---------------

          The Notes are not entitled to the benefit of any sinking fund.

                                  ARTICLE FOUR

                          REGISTERED GLOBAL SECURITIES

          Section 4.01  Definitions.
                        -----------

          "Depositary" means, with respect to the Notes, The Depositary Trust
Company, until a successor Depositary shall have become such pursuant to the
applicable provisions of this Eleventh Supplemental Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "Depositary"
as used with respect to the Securities of any such Series shall mean the
Depositary with respect to the Registered Global Securities of that Series.

          "Registered Global Security" means a Security evidencing all or a part
of a series of Registered Securities, issued to the Depositary for such Series
or its nominee in accordance with Section 4.02 of this Eleventh Supplemental
Indenture, and bearing the legend prescribed in Section 4.02 of this Eleventh
Supplemental Indenture.

          Section 4.02  Execution and Authentication.
                        ----------------------------

          (a) With respect to any Registered Global Security established
pursuant to Section 2.04, the Company shall execute and the Trustee shall
authenticate and deliver one or more Registered Global Securities that:

                                       7

<PAGE>
               (i) shall represent and shall be denominated in an amount equal
          to the aggregate principal amount of all of the Securities of such
          Series issued in such form and not yet canceled;

               (ii) shall be registered in the name of the Depositary for such
          Registered Global Security or Securities or the nominee of such
          Depositary;

               (iii) shall be delivered by the Trustee to such Depositary or
          pursuant to such Depositary's instructions; and

               (iv) shall bear a legend substantially to the following effect:

                    "Unless and until it is exchanged in whole or in part for
                    Securities in definitive registered form, this Security may
                    not be transferred except as a whole by the Depositary to
                    the nominee of the Depositary or by a nominee of the
                    Depositary to the Depositary or another nominee of the
                    Depositary or by the Depositary or any such nominee to a
                    successor Depositary or a nominee of such successor
                    Depositary."

          (b) Each Depositary designated pursuant to Section 4.03 of this
Eleventh Supplemental Indenture must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Exchange Act, and any other applicable statute or regulation.

          Section 4.03  Reserved.
                        --------

          Section 4.04  Transfer.
                        --------

          (a) Notwithstanding any provisions of Section 2.08 of the Base
Indenture, unless and until it is exchanged in whole or in part for Securities
in definitive registered form, a Registered Global Security representing all or
a portion of the Securities of a Series may not be transferred except as a whole
by the Depositary for such Series to a nominee of such Depositary or by a
nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary
for such Series or a nominee of such successor Depositary.

          (b) If at any time the Depositary for any Registered Global Securities
of any Series notifies the Company that it is unwilling or unable to continue as
Depositary for such Registered Global Securities or if at any time the
Depositary for such Registered Global Securities shall no longer be eligible
under Section 4.02 of this Eleventh Supplemental Indenture, the Company shall
appoint a successor Depositary eligible under Section 4.02 of this Eleventh
Supplemental Indenture with respect to such Registered Global Securities. If a
successor Depositary eligible under Section 4.02 of this Eleventh Supplemental
Indenture for such Registered Global Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of the
Company's order for the authentication and delivery of definitive Registered
Securities of such Series, will authenticate and deliver, Registered

                                       8

<PAGE>

Securities of such Series and tenor, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of such Registered
Global Securities, in exchange for such Registered Global Securities.

          (c) The Company may at any time and in its sole discretion determine
that any Registered Global Securities of any Series shall no longer be
maintained in global form. In such event the Company will execute, and the
Trustee, upon receipt of the Company's order for the authentication and delivery
of definitive Securities of such Series, will authenticate and deliver,
Securities of such Series and tenor in definitive registered from without
coupons, in any authorized denominations, in an aggregate principal amount equal
to the principal amount of such Registered Global Securities, in exchange for
such Registered Global Securities.

          (d) Any time the Registered Securities of any Series are not in the
form of Registered Global Securities pursuant to the preceding two paragraphs,
the Company agrees to supply the Trustee with a reasonable supply of
certificated Registered Securities without the legend required by Section 4.02
of this Eleventh Supplemental Indenture and the Trustee agrees to hold such
Registered Securities in safekeeping until authenticated and delivered pursuant
to the terms of this Indenture.

          (e) If established by the Company pursuant to Section 4.03 of this
Eleventh Supplemental Indenture with respect to any Registered Global Security,
the Depositary for such Registered Global Security may surrender such Registered
Global Security in exchange in whole or in part for Registered Securities of the
same Series and tenor in definitive registered form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,

               (i) to the Person specified by such Depositary new Registered
          Securities of the same Series and tenor, of any authorized
          denominations as requested by such Person, in an aggregate principal
          amount equal to and in exchange for such Person's beneficial interest
          in the Registered Global Security; and

               (ii) to such Depositary a new Registered Global Security in a
          denomination equal to the difference, if any, between the principal
          amount of the surrendered Registered Global Security and the aggregate
          principal amount of Registered Securities authenticated and delivered
          pursuant to clause (i) above.

          (f) Registered Securities issued in exchange for a Registered Global
Security pursuant to this Section 4.04 shall be registered in such names and in
such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the Trustee.
The Trustee or such agent shall deliver such Securities to or as directed by the
persons in whose names such Securities are so registered.

                                       9

<PAGE>

                                  ARTICLE FIVE

                                     NOTICE

          Section 5.01  Notice by the Company.
                        ---------------------

          The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Notes.
Notwithstanding any of the provisions of the Base Indenture and this Eleventh
Supplemental Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Trustee in respect of the Notes; provided, however, that if the
Trustee shall not have received the notice provided for in this Article Five at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Note), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within two Business Days prior to
such date.

                                  ARTICLE SIX

                                  FORM OF NOTE

          Section 6.01  Form of Note.
                        ------------

          The Notes and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the following forms, with such
changes therein as the officers of the Company executing the Notes (by manual or
facsimile signature) may approve, such approval to be conclusively evidenced by
their execution thereof:


                                       10


<PAGE>

                             (FORM OF FACE OF NOTE)

[If the note is to be a Global Note, insert - ] UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

CUSIP No. 020039DB6
$__________________

                               ALLTEL CORPORATION
                                 7% SENIOR NOTE
                                    DUE 2012

          ALLTEL CORPORATION, a Delaware corporation (the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of _____________________ Dollars ($_____________) on July 1,
2012 (such date is hereinafter referred to as the "Maturity Date"), and to pay
interest on said principal sum from June 19, 2002 or from the next recent date
to which interest has been paid or duly provided for, semi-annually in arrears
on January 1 and July 1 of each year (each such date, an "Interest Payment
Date"), commencing on January 1, 2003, at the rate of 7% per year through and
including the day immediately preceding the Maturity Date (or, in the event of
an optional redemption, the day immediately preceding the optional redemption
date) and thereafter, to the extent permitted by law, to pay interest,
compounded semi-annually, on any overdue principal and premium, if any, and on
any overdue installment of interest at the rate per year of 7%. The Company may
at any time, without consent of the Holder hereof, create and issue additional
Notes having the same ranking and the same interest rate, maturity and other
terms as this Note.

          The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year consisting of twelve 30-day months and,
except as provided in the Indenture (as defined below), the amount of interest
payable for any period shorter than a full semi-annual period for which interest
is computed will be computed on the basis of the actual number of days elapsed
in such 180-day period. In the event that any date on which interest is payable
on this Note is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day that is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such Interest Payment Date.

          The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more predecessor
Securities) is registered at the close of business on

                                       11

<PAGE>

December 15 or June 15, as the case may be (whether or not a Business Day),
immediately preceding such Interest Payment Date (the "Regular Record Date").
Any such interest installment not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the registered
Holders at the close of business on such Regular Record Date and may be paid to
the Person in whose name this Note (or one or more predecessor Securities) is
registered at the close of business on a special record date to be fixed by the
Company, pursuant to Section 2.14 of the Base Indenture (as defined below), for
the payment of such defaulted interest, notice whereof shall be given to the
registered Holders of the Notes not less than 15 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.

          The principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, The City of New York in any coin or
currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered Holder at such address as shall appear in the register or by wire
transfer to an account appropriately designated by the Holder entitled thereto.

          The indebtedness evidenced by this Note is, to the extent provided in
the Indenture, senior and unsecured and will rank equal in right of payment to
all other senior unsecured obligations of the Company.

          This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to or be valid or obligatory for any purpose until the
Certificate of Authentication shall have been signed by or on behalf of the
Trustee.

          The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.

                            [SIGNATURE PAGE FOLLOWS]

                                       12


<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.

Dated:  June 19, 2002


                                        ALLTEL CORPORATION,
                                        as Issuer

                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:

[CORPORATE SEAL]


Attest:


By:
   -------------------------------------
   Name:
   Title:

                                       13

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Notes of the series designated therein referred to
in the within mentioned Indenture.

Dated: June 19, 2002

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By
  -------------------------------------------------
                Authorized Signatory

                                       14

<PAGE>

                            (FORM OF REVERSE OF NOTE)

     This Note is one of a duly authorized series of Securities of the Company
(herein sometimes referred to as the "Notes"), issued and to be issued in one or
more series under and pursuant to an Indenture dated as of January 1, 1987 (the
"Base Indenture") duly executed and delivered between the Company and J. P.
Morgan Trust Company, National Association, as successor trustee (the "Trustee",
which term includes any successor trustee under the Indenture), as supplemented
by a First Supplemental Indenture dated as of March 1, 1987, a Second
Supplemental Indenture dated as of April 1, 1989, a Third Supplemental Indenture
dated as of May 8, 1990, a Fourth Supplemental Indenture dated as of March 1,
1991, a Fifth Supplemental Indenture dated as of October 1, 1993, a Sixth
Supplemental Indenture dated as of April 1, 1994, a Seventh Supplemental
Indenture dated as of September 1, 1995, an Eighth Supplemental Indenture dated
as of March 1, 1996, a Ninth Supplemental Indenture dated as of April 1, 1999, a
Tenth Supplemental Indenture dated as of May 6, 2002 and an Eleventh
Supplemental Indenture dated as of June 19, 2002 (the "Eleventh Supplemental
Indenture") between the Company and the Trustee (the Base Indenture as
supplemented by the supplemental indentures being collectively referred to as
the "Indenture"), to which Indenture reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes.

     By the terms of the Indenture, the Securities are issuable in series that
may vary as to amount, date of maturity, rate of interest and in other respects
as provided in the Indenture. This series of Securities is limited in aggregate
principal amount as specified in the Eleventh Supplemental Indenture dated as of
June 19, 2002 between the Company and the Trustee.

     The Notes will be redeemable as a whole or in part, at the option of the
Company at any time, at a redemption price equal to the greater of (i) 100% of
the principal amount of such Notes plus accrued interest thereon to the date of
redemption and (ii) the sum of the remaining scheduled payments of principal and
interest thereon (not including any portion of the payments of interest accrued
as of the date of redemption) discounted to their present value on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate plus 25 basis points, plus accrued and unpaid interest thereon to
the date of redemption. Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each holder of Notes to
be redeemed.

     The Notes are not entitled to the benefit of any sinking fund.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable (or, in certain
circumstances shall ipso facto become due and payable), in the manner, with the
effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting, with certain exceptions
therein provided, the Company and the Trustee, with the consent of the Holders
of a majority in aggregate principal amount of the outstanding Securities of
each series affected (with each series voting as a class) to execute
supplemental indentures for the purpose of, among other things,


                                       15

<PAGE>

adding any provisions to or changing or eliminating any of the provisions of the
Indenture or of any supplemental indenture or of modifying the rights of the
Holders of the Securities.

     The Indenture also contains provisions permitting the Holders of a majority
in aggregate principal amount of the outstanding Securities of each series
affected (with each series voting as a class), on behalf of all of the Holders
of all Securities of such series, to waive a Default or Event of Default with
respect to such series and its consequences, except a Default or Event of
Default in the payment of the principal of or premium, if any, or interest on
any of the Securities of such series or in respect of a covenant or other
provision which, under the terms of the Indenture, cannot be modified or amended
without the consent of the Holder of each outstanding Security of such series
affected. Any such consent or waiver by the registered Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
in exchange for or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable by the registered Holder hereof on the register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the registered Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and for
the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in relation thereto.

     Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any Paying Agent and the Registrar may deem and treat the
registered Holder hereof as the absolute owner hereof (whether or not this Note
shall be overdue and notwithstanding any notice of ownership or writing hereon
made by anyone other than the Registrar) for the purpose of receiving payment of
or on account of the principal hereof and premium, if any, and interest due
hereon and for all other purposes, and neither the Company nor the Trustee nor
any Paying Agent nor any Registrar shall be affected by any notice to the
contrary.

     No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
shareholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.

                                       16


<PAGE>

     The Indenture imposes certain limitations on the ability of the Company to,
among other things, merge or consolidate with any other Person, and requires
that the Company comply with certain further covenants. All such covenants and
limitations are subject to a number of important qualifications and exceptions.
The Company must report periodically to the Trustee on compliance with the
covenants in the Indenture.

     The Notes shall be issuable in denominations of $1,000 and integral
multiples of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the Holder surrendering the same.

     All terms used in this Note that are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

     If any provision of the Eleventh Supplemental Indenture, including any
definitions contained therein, is inconsistent with any other provision or
definition contained in the Indenture, the provisions of the Eleventh
Supplemental Indenture shall be controlling for the purposes of this Note.

     The Notes are subject to the covenants set forth in the Indenture.

     This Note shall be governed by and construed in accordance with the law of
the State of New York.

     This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been executed by the Trustee
referred to on the reverse hereof.

                                       17

<PAGE>

                                 ARTICLE SEVEN

                             AMENDMENTS AND WAIVERS

     Section 7.01 Amendments and Waivers.
                  ----------------------

     Without the consent of each Holder of Notes affected, no amendment to or
waiver of a right under, the Base Indenture or this Eleventh Supplemental
Indenture shall change or alter the right of the Holders of Notes set out in
Section 9.02(a) of the Base Indenture.

                                  ARTICLE EIGHT

                                  MISCELLANEOUS

     Section 8.01 Ratification of Indenture.
                  -------------------------

     The Indenture as supplemented by this Eleventh Supplemental Indenture, is
in all respects ratified and confirmed, and this Eleventh Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.

     Section 8.02 Provisions of Base Indenture Incorporated.
                  -----------------------------------------

     Except insofar as herein otherwise expressly provided, all of the
provisions, terms and conditions of the Indenture shall be deemed to be
incorporated in, and made a part of, this Eleventh Supplemental Indenture.

     Section 8.03 Trustee Not Responsible for Recitals.
                  ------------------------------------

     The recitals herein contained are made by the Company and not by the
Trustee, and the Trustee assumes no responsibility for the correctness thereof.
The Trustee makes no representation as to the validity or sufficiency of this
Eleventh Supplemental Indenture.

     Section 8.04 New York Law to Govern.
                  ----------------------

     THIS ELEVENTH SUPPLEMENTAL INDENTURE AND THE PROVISIONS OF THE BASE
INDENTURE TO THE EXTENT THEY APPLY TO EACH NOTE ISSUED PURSUANT TO THIS ELEVENTH
SUPPLEMENTAL INDENTURE, EACH NOTE AND EACH COUPON SHALL BE DEEMED TO BE NEW YORK
CONTRACTS, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF SAID STATE (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).

     Section 8.05 Separability.
                  ------------

     In case any one or more of the provisions contained in this Eleventh
Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in

                                       18

<PAGE>
any respect, then, to the extent permitted by law, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Eleventh
Supplemental Indenture or of the Notes, but this Eleventh Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

     Section 8.06 Counterparts.
                  ------------

     This Eleventh Supplemental Indenture may be executed in any number of
counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

     Section 8.07 Provisions of the Indenture and Notes for the Sole Benefit of
                  -------------------------------------------------------------
the Parties and the Holders of the Notes.
----------------------------------------

     Nothing in this Eleventh Supplemental Indenture is intended, or shall be
construed, to give to any person or corporation, other than the parties hereto
and the Holders of the Notes issued under the Indenture and this Eleventh
Supplemental Indenture, any legal or equitable right, remedy or claim under or
in respect of this Eleventh Supplemental Indenture, or under any covenant,
condition or provision herein contained, all the covenants, conditions and
provisions of this Eleventh Supplemental Indenture being intended to be, and
being, for the sole and exclusive benefit of the parties hereto and of the
Holders of the Notes issued and to be issued under the Indenture and this
Eleventh Supplemental Indenture, and secured thereby. All covenants, promises
and agreements in this Eleventh Supplemental Indenture contained by or on behalf
of the Company shall bind its successors and assigns, whether so expressed or
not.

     Section 8.08 Provisions Required by Trust Indenture Act of 1939 to Control.
                  -------------------------------------------------------------

     If any provision of this Eleventh Supplemental Indenture limits, qualifies
or conflicts with a provision which is required to be included in this Eleventh
Supplemental Indenture by the Trust Indenture Act of 1939, the required
provision shall control.

     Section 8.09 Ranking.
                  -------

     The Notes constitute senior indebtedness of the Company superior in right
of payment to the Company's subordinated indebtedness.

                                       19

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Eleventh
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized, on the date or dates indicated in the acknowledgments
and as of the day and year first above written.

                                    ALLTEL CORPORATION,
                                    as Issuer


                                    By:  /s/ Scott T. Ford
                                        ----------------------------------------
                                        Name: Scott T. Ford
                                        Title: President and Chief Operating
                                                Officer

Attest:


By:  /s/ Francis X. Frantz
    -----------------------------
    Name: Francis X. Frantz
    Title: Secretary


                                   J. P. MORGAN TRUST COMPANY,
                                   NATIONAL ASSOCIATION,
                                   as Trustee


                                   By:  /s/ R. Barker
                                       -----------------------------------------
                                       Name: R. Barker
                                       Title: Vice President





ALLTEL - Eleventh Supplemental Indenture