AMENDMENT NO. 12
                                       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 April 1, 1999, Section 9.04 of the
Plan is amended by adding a new subsection (y) at the end thereof to provide as
follows:

             (y)       In determining Years of Eligibility Service for an
                       Employee who was an employee of Corporate Solutions
                       International, Inc. ("CSI") immediately prior to April
                       1, 1999, and became an Employee on April 1, 1999, the
                       Employee's period or periods of employment with CSI
                       prior to April 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.

                       2. Effective as of April 1, 1999, Section 9.05 of the
Plan is amended by adding a new subsection (y) at the end thereof to provide as
follows:

             (y)       In determining Years of Vesting Service for an Employee
                       who was an employee of Corporate Solutions International,
                       Inc. ("CSI") immediately prior to April 1, 1999, and
                       became an Employee on April 1, 1999, the Employee's
                       period or periods of employment with CSI prior to
                       April 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.


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

             (jj)      Each person who

                        (i)       was an active employee of BancWest Corporation
                                  of Honolulu, Hawaii and became an Employee on
                                  August 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 (jj),
                       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 (jj) 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 (jj) for the 1999 Plan
                       Year.

                       4. Effective as of February 22, 1999, Article XXIII of
the Plan is amended by adding a new section 23.03 at the end thereof to
provide as follows:

         23.03    Extension of Coverage to Certain Georgia Exchange Employees
                  -----------------------------------------------------------

                     Effective beginning February 22, 1999, and as more
                     specifically hereinafter provided, the proviso to paragraph
                     (a)(1) of Section 1.12 shall not apply to and coverage
                     under the Plan shall be extended to a person who on or
                     after February 22, 1999 is an Employee and who on or before
                     February 22, 1999 was in the bargaining unit described in
                     National Labor Relations Board Case 10-RD-1320 (a
                     "Decertified Employee"): For purposes of Sections 13.01,
                     13.02, 13.03, 13.04, and 13.06, for the Plan Year ending
                     December 31, 1999, a Decertified Employee who would have
                     been an Eligible Employee at relevant times during the Plan

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                     Year ending December 31, 1999 but for paragraph (a)(1) of
                     Section 1.12 shall be treated as an Eligible Employee at
                     such relevant times during the Plan Year ending December
                     31, 1999.


                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 5th day of August,
1999.


                                              ALLTEL CORPORATION



                                              By:/s/John L. Comparin
                                                 -------------------------------
                                                 Title: Sr. V.P. Human Resources





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