ALLTEL CORPORATION

                   1998 DIRECTORS' DEFERRED COMPENSATION PLAN

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                                TABLE OF CONTENTS


                                                                            PAGE

ARTICLE I         DEFINITIONS                                                  1

         1.1.     Beneficiary                                                  1
         1.2.     Board                                                        1
         1.3.     Change in Control                                            1
         1.4.     Code                                                         2
         1.5.     Compensation                                                 2
         1.6.     Continuing Directors                                         3
         1.7.     Controlled Group                                             3
         1.8.     Corporation                                                  3
         1.9.     Deferral Year                                                3
         1.10.    Deferred Compensation Account                                3
         1.11.    Director                                                     4
         1.12.    Interest Rate                                                4
         1.13.    Participant                                                  4
         1.14.    Person                                                       4
         1.15.    Plan                                                         4
         1.16.    Subsidiary                                                   4
         1.17.    Termination of Service                                       5
         1.18.    Year                                                         5

ARTICLE II        DEFERRAL                                                     5

         2.1.     Eligibility                                                  5
         2.2.     Amount Deferred                                              5
         2.3.     Deferral Election                                            5
         2.4.     Deferral Period                                              6

ARTICLE III       ACCOUNTS                                                     7

         3.1.     Deferred Compensation Accounts                               7
         3.2.     Account Adjustment (Other Than For Hypothetical
                    Interest)                                                  7
         3.3.     Hypothetical Interest Credits                                7

ARTICLE IV        PAYMENT                                                      9

         4.1.     Payment of Deferred Compensation Accounts                    9
         4.2.     Termination of Service                                       9
         4.3.     Change in Control                                            9
         4.4.     Death of Participant                                         9
         4.5.     Hardship                                                    11
         4.6.     Nature of Payment Obligation                                11
         4.7.     Legal Incompetency                                          12


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ARTICLE V         ADMINISTRATION                                              12

         5.1.     Plan Administration                                         12
         5.2.     Expenses                                                    13
         5.3.     Records                                                     13
         5.4.     Communications                                              14

ARTICLE VI        MISCELLANEOUS                                               15

         6.1.     Amendments                                                  15
         6.2.     No Other Rights                                             15
         6.3.     Severability                                                16
         6.4.     Nonalienation                                               16
         6.5.     Limitation of Liability                                     16
         6.6.     Construction and Governing Law                              16


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                               ALLTEL CORPORATION
                   1998 DIRECTORS' DEFERRED COMPENSATION PLAN


         ALLTEL Corporation (the "Corporation"),  hereby establishes,  effective
as of June 23, 1998,  the deferred  compensation  plan set forth  herein,  which
shall be known as the ALLTEL Corporation 1998 Directors'  Deferred  Compensation
Plan  (the  "Plan").  The  purpose  of the Plan is to  provide  to  non-employee
directors  of the  Corporation  the  option  of  deferring  a  portion  of their
directors' fees to be received from the Corporation.


                                    ARTICLE I
                                   DEFINITIONS

         For the purposes hereof, the following words and phrases shall have the
meanings indicated:

         1.1.  "Beneficiary"  shall  mean  the  beneficiary(ies)  determined  in
accordance  with the  Plan to  receive  payment  of the  Participant's  Deferred
Compensation  Account(s) in the event of the death of the  Participant  prior to
payment to him of his Deferred Compensation Account(s).

         1.2.  "Board" shall mean the Board of Directors of the Corporation.

         1.3.  A "Change in Control" shall mean, if subsequent to June 23, 1998:

                           (a) Any  "person,"  as  defined  in Section 13(d) and
               14(d) of the  Securities  Exchange  Act of 1934,  as amended (the
               "Exchange  Act"),   other  than  the  Corporation,   any  of  its
               subsidiaries,  or any  employee  benefit plan  maintained  by the
               Corporation or any of its  subsidiaries,  becomes the "beneficial
               owner" (as defined in Rule 13d-3 under the  Exchange  Act) of (i)
               15% or more, but no greater than 50%, of the  outstanding  voting
               capital  stock of the  Corporation,  unless  prior  thereto,  the
               Continuing  Directors approve the transaction that results in the
               person  becoming  the  beneficial  owner of 15% or  more,  but no
               greater than 50%, of the outstanding  voting capital stock of the
               Corporation  or (ii)  more  than  50% of the  outstanding  voting
               capital  stock  of  the  Corporation,   regardless   whether  the
               transaction or event by which the foregoing 50% level is exceeded


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               is approved by the Continuing Directors; or

                            (b) At  any  time  Continuing  Directors  no  longer
               constitute a majority of the directors of the Corporation; or

                            (c) A   record   date  is  fixed   for   determining
               stockholders  entitled to vote upon (i) a merger or consolidation
               of the  Corporation,  statutory share exchange,  or other similar
               transaction  with  another  corporation,  partnership,  or  other
               entity or enterprise in which either the  Corporation  is not the
               surviving or continuing  corporation or shares of common stock of
               the  Corporation  are to be converted into or exchanged for cash,
               securities other than common stock of the  Corporation,  or other
               property,  (ii) a sale or disposition of all or substantially all
               of the assets of the Corporation, or (iii) the dissolution of the
               Corporation; or

                           (d) The Corporation enters into an agreement with any
               Person,  the consummation of which would result in the occurrence
               of an event  described  in clause (a),  (b), or (c) above of this
               Section 1.3.

         1.4.  "Code" shall mean the Internal  Revenue Code of 1986,  as amended
from time to time.

         1.5.  "Compensation"  of a  Director  shall  mean the  director's  fees
payable to a Director by the  Corporation  that,  but for the  provisions of the
Plan,  would be paid in cash (or by check) to the  Director  by the  Corporation
with respect to any Year beginning after December 31, 1998, excluding,  however,
any amount that, but for the  provisions of the Plan,  would be paid to a person
who on the date of payment is no longer a  Director,  except fees for the period
in which the  Director's  Termination  of Service  occurs.  For  purposes of the
immediately  preceding  sentence,  "director's  fees" shall mean the annual base
fee,  any  fee  for  service  as  chairman  of a  Board  committee,  any fee for
attendance at a Board meeting,  and any fee for attendance at a Board  committee
meeting.

         1.6.  "Continuing   Directors"  shall  mean  that  directors  who  were
directors of the  Corporation at the beginning of the 24-month  period ending on
the date the determination is made or whose election, or nomination for election

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by the  Corporation's  stockholders,  was approved by at least a majority of the
directors  who are in office at the time of the election or  nomination  and who
either (i) were directors at the beginning of the period,  or (ii) were elected,
or nominated for  election,  by at least a majority of the directors who were in
office at the time of the  election  or  nomination  and were  directors  at the
beginning of the period.

         1.7.  "Controlled  Group"  shall mean the  Corporation  and any and all
other corporations,  trades and/or businesses or organizations, the employees of
which  together  with the  employees  of the  Corporation  are,  pursuant to the
applicable  provisions of Section 414 of the Internal Revenue Code of 1986 as in
effect  on  January  1,  1994,  treated  as if they  were  employed  by a single
employer,  but with respect only to periods  during which the  controlled  group
status  described  in Section  414 of the  Internal  Revenue  Code of 1986 as in
effect on January 1, 1994 exists.

         1.8.  "Corporation"   shall   mean  ALLTEL   Corporation,   a  Delaware
corporation, and any successor to its business or assets, by operation of law or
otherwise.

         1.9.  "Deferral Year" shall mean, with respect to a Participant, a Year
in which compensation is deferred in accordance with the Plan.

         1.10. "Deferred  Compensation Account" shall mean a bookkeeping account
on which the amount of Compensation  that is deferred by a Participant under the
Plan and any adjustments  thereto in accordance with the Plan shall be recorded.
A separate Deferred  Compensation Account shall be established for each Deferral
Year.

         1.11. "Director"  shall  mean  a  person  who  is  a  director  of  the
Corporation and who is not an employee of the Corporation or any other member of
the Controlled Group.

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         1.12. "Interest Rate" shall,  except as otherwise  provided  in Section
3.3, mean a percentage equal to the "Prime Rate" as published in the first issue
(in which "Prime Rate" is published) of the Wall Street Journal during each Year
beginning after December 31, 1998, plus two hundred (200) basis points.

         1.13. "Participant"  shall mean a Director or former  Director who  has
deferred  payment of any of his compensation in accordance with the Plan and who
has not received  full payment of the  balance(s)  of his Deferred  Compensation
Account(s).

         1.14. "Person" shall have the meaning given in Section  3(a)(9) of  the
Securities  Exchange Act of 1934,  as amended from time to time, as modified and
used in  Sections  13(d) and 14(d)  thereof;  except  that,  a Person  shall not
include (a) the Corporation or any Subsidiary,  (b) a trustee or other fiduciary
holding  securities  under an employee  benefit plan of the  Corporation  or any
Subsidiary,  or (c) an underwriter temporarily holding securities pursuant to an
offering of such securities.

         1.15. "Plan"  shall  mean the  deferred  compensation  plan  set  forth
herein,  together with all amendments hereto,  which shall be called the "ALLTEL
Corporation 1998 Directors' Deferred Compensation Plan".

         1.16. "Subsidiary"  shall  mean  any  corporation  or other  entity  or
enterprise, whether incorporated or unincorporated, of which at least a majority
of the securities or other interests having by their terms ordinary voting power
to elect a  majority  of the  board  of  directors  or  others  serving  similar
functions  with respect to such  corporation  or other entity or  enterprise  is
owned by the  Corporation or other entity or enterprise of which the Corporation
directly or indirectly owns securities or other interests  having all the voting
power.

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         1.17. "Termination  of  Service"  shall  mean  that a  person who was a
 Director is no longer a Director for any reason.

         1.18. "Year" shall mean the calendar year.


                                   ARTICLE II
                                    DEFERRAL

         2.1.  Eligibility.  Each  Director  shall be entitled to elect to defer
the payment of a portion of  his  Compensation  for a Year in  accordance  with
Section 2.2.

         2.2.  Amount Deferred.  A Director may elect to defer up to one hundred
percent  (100%) of his  Compensation  for a Year in  minimum  increments  of one
percent (1%) of Compensation.

         2.3.  Deferral  Election.  Directors'  shall make their elections under
the Plan with respect to deferral of  Compensation  not later than December 15th
of the  Year  immediately  preceding  the  Deferral  Year.  Notwithstanding  the
foregoing:

         (a)      In the case  of  a person  who first  becomes a Director after
                  December  15,  1998,  the  Director may  make an election with
                  respect  to  deferral  of  Compensation  for  the current Year
                  attributable to services performed  subsequent to his election
                  not later than thirty (30) days after becoming a Director; and

         (b)      In  the  case of  a person who first  becomes a Director after
                  December  15,  1998,  and  who  becomes  a  Director   between
                  December 16th and December 31st  (inclusive) of  the Year, the
                  Director may  make  an  election  with respect  to deferral of
                  Compensation for the immediately succeeding  Year attributable
                  to  services  performed  subsequent to  his election not later
                  than the later of thirty (30) days after becoming an Director.

All  deferral  elections  shall  be  made  by  the  Director  delivering  to the
Corporation a properly  executed,  written "Deferral  Election Form" in the form

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prescribed  from time to time by the  Corporation,  which  shall be  irrevocable
after delivery to the Corporation, and on which the following elections shall be
made:

         (a)      The percentage of Compensation to be
                  deferred for the Year in accordance
                  with Section 2.2; and

         (b)      The deferral period in accordance with 
                  Section 2.4.

The amount of  Compensation  (if any)  elected to be deferred  by a  Participant
under  the Plan for a  Deferral  Year  shall  not be paid to or  otherwise  made
available to the  Participant,  his  Beneficiary,  or any other person  claiming
through the Participant other than as set forth in the Plan.

         2.4.  Deferral   Period.   The  date  for   payment  of   his  Deferred
Compensation  Account for a Deferral  Year to be elected by a Director  shall be
the first business day of any calendar  month,  other than January,  that begins
after the calendar  month that  immediately  follows the calendar month in which
occurs the  Participant's  Termination of Service and that is not later than the
one hundred  twentieth (120th) calendar month ending after the calendar month in
which occurs the Participant's  Termination of Service, except that the Director
may elect that in the event of his death after his  Termination of Service,  the
date for payment of the Deferred  Compensation  Account  shall be the earlier of
either: (a) the date on which the Deferred  Compensation Account would have been
paid  to  the  Participant  but  for  his  death,   provided  the  Participant's
Beneficiary is not the  Participant's  estate,  or, if later, the first business
day  of any  calendar  month,  other  than  January,  following  receipt  by the
Corporation of evidence  satisfactory  to the  Corporation of the  Participant's
death and any other information deemed by the Corporation necessary or desirable
in order to  effectuate  payment  of the  Deferred  Compensation  Account to the
Participant's Beneficiary;  or (b) the first business day of any calendar month,
other  than  January,   following   receipt  by  the   Corporation  of  evidence

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satisfactory  to the  Corporation  of the  Participant's  death  and  any  other
information  deemed  by the  Corporation  necessary  or  desirable  in  order to
effectuate  payment of the Deferred  Compensation  Account to the  Participant's
Beneficiary.

                                   ARTICLE III
                                    ACCOUNTS

         3.1.  Deferred Compensation  Accounts.  The Corporation shall establish
and  maintain  for each  Participant  a Deferred  Compensation  Account for each
Deferral Year.

         3.2.  Account Adjustment  (Other Than For Hypothetical  Interest).  The
amount of Compensation  (if any) deferred by a Participant  under the Plan for a
Deferral  Year shall be credited  to the  Deferred  Compensation  Account of the
Participant  for  that  Deferral  Year on the  date  the  Compensation  deferred
otherwise would have been paid to the  Participant.  Each Deferred  Compensation
Account  shall be debited to reflect  any  payment of all or any  portion of the
balance thereof under Article IV as of the date the payment thereof occurs.  For
such  purpose,  payment shall be deemed to occur as of the date on which payment
is transmitted to the payee in accordance with the terms of the Plan.

         3.3.  Hypothetical  Interest  Credits.  As of  the close of business on
each December 31st  occurring  prior to the full  payment  thereof as  specified
by Article IV,  each  Deferred  Compensation Account shall  be credited  with an
amount equal to the  product of: (a) the  balance of  the Deferred  Compensation
Account as of the close of business on that December 31st;  and (b) the Interest
Rate for the  immediately  succeeding  Year.  As of the  close  of  business  on
the  day  immediately  preceding  the  date  as of  which  payment of a Deferred
Compensation  Account  occurs  under  Section 4.2,  Section 4.3,  or Section 4.4
(but not Section 4.5), the Deferred  Compensation Account shall be credited with

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an amount equal to the product of: (a) the balance of the  Deferred Compensation
Account as of the close of business  on that day; (b) the Interest  Rate for the
Year during which the payment  occurs;  and (c) a  fraction,  the  numerator  of
which is the number  of days  that  have elapsed  subsequent  to the immediately
preceding December  31st through (and  including)  the date that payment occurs,
and the denominator of which is 365.  For purposes of  the immediately preceding
sentence,  payment  shall  be deemed to occur as of the date on which payment is
transmitted  to  the  payee  in  accordance  with the terms of the Plan.  If the
Interest Rate described  in  Section  1.12 is no longer  published, or the basis
on  which the  Interest Rate described in Section 1.12 is changed  significantly
as determined by the  Board in its sole and absolute discretion, the Board shall
timely, in its sole  and  absolute  discretion  but in good faith,  determine by
written action a substitute interest rate  reasonably comparable to the Interest
Rate  described  in  Section  1.12,  which  prospectively  shall  be used as the
"Interest  Rate" for purposes of the Plan. If any substitute interest rate is no
longer published, or the basis on which the substitute interest  rate is changed
significantly as determined  by the Board in its sole and  absolute  discretion,
the Board shall timely, in its sole and  absolute  discretion but in good faith,
determine  by  written  action  another  substitute  interest   rate  reasonably
comparable to the substitute interest rate,  which  prospectively  shall be used
as the "Interest Rate" for the purposes of the Plan.


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                                   ARTICLE IV
                                     PAYMENT

         4.1.  Payment of Deferred  Compensation  Accounts.  The balance of each
Deferred  Compensation  Account (as  determined in accordance  with Article III)
shall be paid by the Corporation in a lump sum by check drawn on the Corporation
to the Participant or the Participant's Beneficiary at the earliest time (and as
otherwise) provided in this Article IV.

         4.2.  Termination of Service.  Except as otherwise  provided in Section
4.4, in the case of the Participant's Termination of Service, the balance of the
Participant's  Deferred Compensation Account shall be paid to the Participant in
accordance  with the  Participant's  Deferral  Election  Form for that  Deferred
Compensation Account under Section 2.3.

         4.3.  Change in Control.  Except as otherwise  provided in Section 4.4,
the balance of the Participant's  Deferred Compensation Account shall be paid to
the  Participant,  as soon as practicable,  but not later than thirty (30) days,
following the date on which a Change in Control occurs.

         4.4.  Death of Participant. In the event of the death of a Participant,
any unpaid balance of the Participant's  Deferred  Compensation Account shall be
paid to the  Participant's  Beneficiary  in  accordance  with the  Participant's
Deferral Election Form for that Deferred Compensation Account under Section 2.3.
In the event of the death of a Participant  after the  occurrence of a Change of
Control, any unpaid balance of the Participant's  Deferred  Compensation Account
shall be paid to the Participant's  Beneficiary  within sixty (60) calendar days
after  the  Participant's  date of  death,  or if later  as soon as  practicable

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following receipt by the Corporation of evidence satisfactory to the Corporation
of the Participant's  death and any other information  deemed by the Corporation
necessary  and  desirable in order to  effectuate  payment of the balance of the
Deferred Compensation Account to the Participant's Beneficiary. Each Participant
may  designate  a  Beneficiary,  which  designation  shall  apply  to all of the
Participant's  Deferred Compensation  Accounts. All designations shall be signed
by the Participant, and shall be in such form as prescribed from time to time by
the  Corporation.   If  so  prescribed  by  the  Corporation,   the  Beneficiary
designation  form may allow the designation of multiple  beneficiaries  and/or a
successor  beneficiary or successor  beneficiaries.  Each  designation  shall be
effective  only when  properly  executed  and  delivered to the  Corporation  in
accordance with Section 5.4. A  Participant's  Beneficiary may be changed by the
Participant  without  the  consent of any other  person at any time prior to the
Participant's  death by proper  execution and delivery by the Participant to the
Corporation  in  accordance  with Section 5.4 of a new  Beneficiary  designation
form. The properly executed Beneficiary designation on file with the Corporation
at the time of the Participant's  death that bears the latest date shall govern,
and any Beneficiary  designation received thereafter shall be disregarded.  If a
Participant  does not designate a Beneficiary or for any reason such designation
is  ineffective,  or  if  no  person  designated  as  Beneficiary  survives  the
Participant,  the Participant's  Beneficiary shall be the Participant's  estate,
and the balance of the Participant's  Deferred Compensation  Account(s) shall be
paid to the Participant's  estate in a lump sum within sixty (60) days after the
appointment  of an  executor  or  administrator.  In the event of the death of a
person  designated  as a  Participant's  Beneficiary  after  the  death  of  the
Participant,  the amount that would have been paid to the  deceased  Beneficiary
shall be paid to the deceased Beneficiary's estate in a lump sum sixty (60) days
after the appointment of an executor or administrator.

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         4.5.  Hardship.  The Board may,  in its sole and  absolute  discretion,
accelerate  the  payment of all or a portion of the  balance of a  Participant's
Deferred  Compensation  Account  to the  Participant,  or to  the  Participant's
Beneficiary if the  Participant is deceased,  in the event of an  "unforeseeable
emergency" of the Participant or Beneficiary.  An "unforeseeable emergency" of a
Participant or Beneficiary shall mean an unanticipated  emergency that is caused
by an event beyond the control of the  Participant or Beneficiary and that would
result in severe  financial  hardship  to the  individual  if  payment  were not
permitted.  The amount of the balance of any Deferred  Compensation Account that
the Board  determines to pay to a Participant or Beneficiary  under this Section
4.5  shall  be  limited  to the  amount  necessary  to meet  the  "unforeseeable
emergency."  Payment  shall be made under  this  Section  4.5 only upon  written
application  by  the   Participant  or  Beneficiary   therefor,   which  written
application shall be in such form as the Board shall prescribe from time to time
and  shall  contain  such  appropriate  evidence  as  the  Board  shall  require
evidencing the "unforeseeable  emergency." The Board shall determine whether any
Participant or Beneficiary that makes  application under this Section 4.5 has an
"unforeseeable  emergency" in its sole and absolute discretion. If a Participant
who makes  application  under this  Section  4.5 is a member of the  Board,  any
action of the  Participant in his capacity as a member of the Board with respect
to his  application  under this  Section 4.5 shall not be taken into account for
purposes of this Section 4.5.

         4.6.  Nature  of  Payment  Obligation.  The Plan  shall  create  only a
contractual  obligation on the part of the Corporation to make payments (subject
to tax and other  withholding  required by law) when due in accordance  with the
Plan out of the general assets of the Corporation. No Participant,  Beneficiary,
or other party  claiming  under the Plan shall have any interest in any specific


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<PAGE>

asset of the  Corporation.  To the extent that any party  acquires  the right to
receive  payments  under the Plan,  such right shall be equivalent to that of an
unsecured  general creditor of the  Corporation.  The Corporation may, but shall
not be  obligated  to,  maintain one or more trusts for the purpose of providing
for  payments  under the Plan.  Any such  trust or trusts  may be  revocable  or
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Corporation's  general  creditors.  To the extent that any amounts payable under
the Plan are actually paid from any such trust,  the  Corporation  shall have no
further  obligation  with respect  thereto,  but to the extent not so paid, such
amounts shall remain the obligation of, and shall be paid by, the Corporation.

         4.7.  Legal Incompetency.  Notwithstanding  any  other provision of the
Plan, the Corporation  may, in its discretion,  make or cause to be made payment
either  directly  to  an  incompetent or  disabled  person  to whom  any payment
is owed under  the Plan,  or to the  guardian of such  person,  or to the person
having custody of such person,  without further liability for the amount of such
payment  on the part of the  Corporation  or any other  person to the  person on
whose account such payment is made.

                                    ARTICLE V
                                 ADMINISTRATION

         5.1.  Plan Administration. The Corporation shall be responsible for the
general  administration of the Plan and for carrying out the provisions  hereof.
The Corporation  shall have all such powers as may be necessary to carry out the
provisions of the Plan,  including the power to determine all questions relating
to eligibility for and the amount in each Deferred  Compensation Account and all
questions  pertaining to claims for benefits and procedures for claim review; to


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<PAGE>

resolve all other questions  arising under the Plan,  including any questions of
construction and any factual determinations;  and to take such further action as
the  Corporation  shall deem  advisable in the  administration  of the Plan. The
Corporation  shall have full and  complete  discretion  in the  exercise  of its
powers of  administration  of the Plan,  and the actions taken and the decisions
made by the  Corporation  under  the Plan  shall be final and  binding  upon all
interested  parties.  The  Corporation  shall  provide a procedure  for handling
claims under the Plan.  Such  procedure  shall provide  adequate  written notice
within a  reasonable  period of time with  respect to the denial of any claim as
well as a reasonable  opportunity  for a full and fair review by the Corporation
of any such denial.  The  Corporation  shall prepare and hand deliver or mail by
first class mail to each Participant by March 1 of each Year, a statement of his
Deferred   Compensation   Account(s).   The  Corporation  may  retain  auditors,
accountants,  legal  counsel and  actuarial  counsel  selected by it. Any person
authorized to act on behalf of the Corporation may act in any such capacity, and
any such  auditors,  accountants,  legal  counsel and  actuarial  counsel may be
persons  acting in a similar  capacity for one or more members of the Controlled
Group and may be employees of one or more members of the Controlled  Group.  The
opinion of any such  auditor,  accountant,  legal  counsel or actuarial  counsel
shall be full and complete  authority  and  protection  in respect to any action
taken,  suffered  or omitted by any  person  authorized  to act on behalf of the
Corporation in good faith and in accordance with such opinion.

         5.2.  Expenses.  The Corporation  shall pay all expenses incurred by it
in the administration of the Plan.

         5.3.  Records.  The  Corporation  shall  keep such  records as shall be
proper,  necessary  or  desirable  to  effectuate  the  purposes  of  the  Plan,


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<PAGE>

including,  without in any manner  limiting  the  generality  of the  foregoing,
records and information  with respect to  Participants,  dates of employment and
determinations made hereunder.

         5.4.  Communications.   Any  notice,  filing  or  other   communication
required or permitted  to be  given to the  Corporation  under  the  Plan  shall
be hand delivered, or sent by registered or certified mail to Corporation at the
address  set forth below  or to such other address as the  Corporation  may have
furnished to a Director,  Participant,  or Beneficiary  in writing in accordance
with the Plan:

                  ALLTEL Corporation
                  One Allied Drive
                  Little Rock, Arkansas 72202
                  Attention: Chief Executive Officer

Except as  provided  in Section  5.1 with  respect to  account  statements,  any
notice, filing, other communication or payment required or permitted to be given
or made to a Director,  Participant, or Beneficiary under the Plan shall be hand
delivered, or sent by registered or certified mail to the Director, Participant,
or  Beneficiary.  A  notice,  filing,  communication,  or  payment  mailed  to a
Director,  Participant,  or Beneficiary  shall be to such address as is given in
the  records  of the  Corporation  or to such  other  address  as the  Director,
Participant,  or Beneficiary may have furnished to the Corporation in writing in
accordance with the Plan. Notices to the Corporation shall be deemed given as of
the date of hand  delivery  or,  if  properly  mailed,  as of the date of actual
receipt.  Notices to a Director,  Participant,  or  Beneficiary  shall be deemed
given as of the date of hand  delivery  or, if properly  mailed,  as of the date
shown on the postmark on the receipt for registration or  certification,  except
that  notice of  change  of address shall be effective only upon actual receipt.


                                      -14-
                                       66

<PAGE>

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1.  Amendments.  The Board from time to time may amend,  suspend,  or
terminate,  in whole  or in  part,  any or all of the  provisions  of the  Plan,
effective as of any date  specified  in the action by the Board,  except that no
such action that  adversely  affects any benefit  under the Plan  applicable  to
Compensation  deferred  prior  to the  date of such  amendment,  suspension,  or
termination   shall  be  effective  with  respect  to  a  Participant,   or  the
Participant's  Beneficiary if the  Participant is deceased,  unless the affected
Participant or Beneficiary  consents in writing thereto. Any action of the Board
amending,  suspending,  or terminating  the Plan shall be set forth in a written
resolution  of the Board.  The  Corporation  shall furnish a copy of the written
resolution  to  each  Participant,  or  the  Participant's  Beneficiary  if  the
Participant  is  deceased,  affected  thereby as soon as  practicable  after the
adoption of the resolution.

         6.2.  No Other Rights.  Neither the establishment or maintenance of the
Plan nor the  status of a person as  Director  or a  Participant  shall give any
person  any  right to be  retained  as a  director  of the  Corporation;  and no
Participant,  Beneficiary,  or person  claiming  under or through a  Participant
shall have any right or interest in any benefit  under the Plan unless and until
the terms, conditions and provisions of the Plan affecting the Participant shall
been satisfied.  The provisions of the Plan shall not be construed as giving any
person, firm or entity any legal or equitable right as against any member of the
Controlled  Group,  their  officers,  employees,  or directors,  except any such
rights as are specifically  provided for in the Plan or are hereafter created in
accordance with the terms and provisions of the Plan.


                                      -15-
                                       67

<PAGE>

         6.3.  Severability.   The  invalidity  and   unenforceability   of  any
particular  provision of the Plan shall not affect any other  provision  hereof,
and  the  Plan  shall  be  construed  in all  respects  as if  such  invalid  or
unenforceable provision were omitted herefrom.

         6.4.  Nonalienation. The right of any Participant,  Beneficiary, or any
person  claiming  under or through a  Participant  to any benefit or any payment
under the Plan shall not be subject in any manner to  attachment  or other legal
process for the debts of the Participant,  Beneficiary, or other person; and the
same  shall  not  be  subject  to  anticipation,   alienation,  sale,  transfer,
assignment or encumbrance.

         6.5.  Limitation  of Liability.  No member of the Board and no officer,
employee,  ory director of any member of the Controlled Group shall be liable to
any person for any action  taken or  omitted in  connection  with the Plan,  nor
shall any member of the Controlled Group other than the Corporation be liable to
any  person  for any such  action or  omission,  and the sole  liability  of the
Corporation  under the Plan shall be to make the payments provided for under the
Plan when due.  No person  shall,  because of the Plan,  acquire any right to an
accounting  or to examine  the books or the  affairs of the  Corporation  or any
other member of the Controlled Group.  Nothing in the Plan shall be construed to
create any trust or fiduciary relationship.

         6.6.  Construction  and  Governing Law.   Words  used  herein   in  the
masculine  gender  shall  be construed  to  include  the  feminine  gender where
appropriate  and  the  words  used  herein in  the  singular or plural  shall be
construed  as being in  the plural or singular  where  appropriate.  Article and
Section titles are for convenience of reference only and shall not be considered
in construing the provisions of the Plan. The Plan shall be construed, enforced,
and administered and the validity  thereof determined in accordance with the law


                                      -16-
                                       68

<PAGE>

of  the  State of Delaware,  to  the extent that applicable federal law does not
apply to the Plan.

         IN WITNESS  WHEREOF,  ALLTEL  CORPORATION  has  caused  this Plan to be

executed this  24  day of June, 1998.
              ---- 
                                                      ALLTEL CORPORATION


                                                      By:  /s/ Scott Ford
                                                         -----------------------

                                                      Title: President & COO
                                                            --------------------


                                      -17-
                                       69