AMENDMENT NO. 8
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)


         WHEREAS, ALLTEL Corporation (the "Company") maintains the ALLTEL
Corporation Thrift 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 August 9, 1997, Section 9.04 of the Plan is
amended by adding a new subsection (j) at the end thereof to provide as
follows:

    (j)  In determining Years of Eligibility Service for an Employee who was
         an employee of CSC Intelicom, Inc. ("CSC") immediately prior to
         August 9, 1997, and became an Employee on August 9, 1997, the
         Employee's period or periods of employment with CSC prior to
         August 9, 1997 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 January 3, 1998, Section 9.04 of the Plan is
amended by adding a new subsection (k) at the end thereof to provide as
follows:

    (k)  In determining Years of Eligibility Service for an Employee who was
         an employee of CSC Intelicom, Inc. ("CSC") immediately prior to
         January 3, 1998, and became an Employee on January 3, 1998, the
         Employee's period or periods of employment with CSC prior to
         January 3, 1998 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.

         3.  Effective as of January 19, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (i) at the end of thereof to provide as
follows:

    (i)  Each person who

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         (i)     was an active employee of OnBank & Trust Company and became an
                 Employee on January 19, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (i) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         4.  Effective as of January 31, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (j) at the end thereof to provide as
follows:

    (j)  Each person who

         (i)     was an active employee of Frontier Cellular of Alabama, Inc.
                 and became an Employee on January 31, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (j) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

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<PAGE>
         5.  Effective as of March 1, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (k) at the end thereof to provide as
follows:

    (k)  Each person who

         (i)     was an active employee of Wilmington Savings Fund Society,
                 FSB and became an Employee on March 1, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (k) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         6.  Effective as of April 1, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (l) at the end thereof to provide as
follows:

    (l)  Each person who

         (i)     was an active employee of City National Bank and became an
                 Employee on April 1, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (k) 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

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                                       36
<PAGE>
         of employment with the Controlled Group completed by the Participant
         in the 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         7.  Effective as of August 9, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (m) at the end thereof to provide as
follows:

    (m)  Each person who

         (i)     was an active employee of CSC Intelicom, Inc. and became an
                 Employee on August 9, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (l) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         8.  Effective as of September 15, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (n) at the end thereof to provide as
follows:

    (n)  Each person who

         (i)     was an active employee of Amcore Financial, Inc. and became an
                 Employee on September 15, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

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                                       37
<PAGE>

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (l) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         9.  Effective as of September 16, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (o) at the end thereof to provide as
follows:

    (o)  Each person who

         (i)     was an active employee of City National Bank and became an
                 Employee on September 16, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (l) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         10. Effective as of October 1, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (p) at the end thereof to provide as
follows:

    (p)  Each person who

         (i)     was an active employee of Eclipsys Corporation or Eclipsys
                 Solutions Corporation and became an Employee on
                 October 1, 1997;

                                        5
                                       38
<PAGE>

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (n) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         11.  Effective as of October 20, 1997, Section 13.11 of the Plan is
amended by adding a new subsection (q) at the end thereof to provide as
follows:

    (q)  Each person who

         (i)     was an active employee of Tucker Federal Bank and became an
                 Employee on October 20, 1997;

         (ii)    met the eligibility requirements to become a Participant as
                 provided in subsection (b) of Section 10.01 on or before the
                 last day of the 1997 Plan Year; and

         (iii)   is not otherwise eligible for an allocation of the Employer
                 Qualified Nonelective Contribution for the 1997 Plan Year
                 under Section 13.04;

         shall receive an allocation of the Employer Qualified Nonelective
         Contribution for the 1997 Plan Year, as provided in this
         subsection (m) 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 1997 Plan Year and the denominator of which is three hundred
         sixty-five (365).  Such a Participant shall receive an allocation
         of the Employer Qualified Nonelective Contribution as provided in
         Section 13.04, but without regard to the requirement that a
         Participant have a Year of Participation.

         IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
caused this Amendment to be executed on this 15 day of April, 1998.

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<PAGE>

                                  ALLTEL CORPORATION


                                  By:  /s/John L. Comparin
                                       John L. Comparin
                                  Title:  V.P. Human Resources & Administration

                                        7
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<PAGE>

                                 AMENDMENT NO. 9
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)


         WHEREAS, ALLTEL Corporation (the "Company") maintains the ALLTEL
Corporation Thrift 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:

         Effective as of the Transfer Date, as Transfer Date is defined in the
Qualified Plan Transfer Agreement between WSFS Financial Corporation and ALLTEL
Information Services, Inc., dated February 20, 1998, the Plan is amended by
adding immediately following Article XXVI thereof, the following new
Article XXVII:

                                 ARTICLE XXVIII
                TRANSFER OF BENEFITS TO THE PLAN WITH RESPECT TO
                           CERTAIN FORMER EMPLOYEES OF
                      WILMINGTON SAVINGS FUND SOCIETY, FSB

27.01  Definitions

       For purposes of this Article XXVII, the following definitions shall
       apply:

       (a)  The "Effective Date" shall mean the Transfer Date as defined in the
            Qualified Plan Transfer Agreement.

       (b)  The "Transfer Agreement" shall mean the Qualified Plan Transfer
            Agreement between WSFS Financial Corporation and ALLTEL Information
            Services, Inc., dated February 20, 1998.

       (c)  The "Transfer Accounts" shall mean the accounts transferred to the
            Plan from the Transfer Plan in accordance with the provisions of
            the Transfer Agreement.

       (d)  A "Transfer Employee" shall mean a person with respect to whom a
            transfer from the Transfer Plan to the Plan is to occur pursuant to
            the Transfer Agreement.

       (e)  The "Transfer Plan" shall mean the WSFS Financial Corporation
            401(k) Savings and Retirement Plan.

                                       41
<PAGE>

27.02  Transfer of Accounts

       The Company shall direct the Trustee to accept the Transfer Accounts
       from the trustee(s) of the Transfer Plan, in accordance with the
       provisions of the Transfer Agreement, to be held, administered, and
       disposed of by the Trustee, under the terms, conditions, and provisions
       of the Plan.  Except as otherwise expressly provided in this
       Article XXVII, the general provisions of the Plan shall govern with
       respect to the Transfer Accounts, to the extent not inconsistent with
       any provision of the Transfer Plan that may not be eliminated under
       Section 411(d)(6) of the Code.

27.03  Establishment of Accounts

       As of the Effective Date, Separate Accounts shall be established in
       accordance with the provisions of Section 11.04 in the name of each
       Transfer Employee.  In addition to any credits or debits to the Separate
       Account of the Transfer Employees on or after the Effective Date, in
       accordance with the Plan's general provisions, as of the date the
       Transfer Accounts are received by the Trustee and deposited in the Trust
       Fund there shall be credited to each such Separate Account or
       Sub-Account, as applicable, the value of such Transfer Employee's prior
       separate account or sub-account of the corresponding type under the
       Transfer Plan as certified to the Plan Administrator by the plan
       administrator of the Transfer Plan.

27.04  Elections, Waivers, and Beneficiary Designations

       Provided that an election, waiver, or beneficiary designation has not
       become irrevocable (by reason of death or otherwise), the provisions of
       the Plan with respect to elections, waivers, and beneficiary
       designations shall apply to the Transfer Accounts.

27.05  Outstanding Loans

       Notwithstanding any other provision of the Plan to the contrary, any
       outstanding loan of a Transfer Employee under the Transfer Plan shall be
       repaid under the Plan by payroll deduction and otherwise continue to be
       administered in accordance with its terms and the applicable provisions
       of the Transfer Plan in effect at the time the loan was granted.

27.06  Vested Interest of Transfer Employees

       Each Transfer Employee shall be 100% vested in the entire balance of his
       separate account transferred to the Plan from the Transfer Plan.

27.07  Overriding Provisions

       The provisions of this Article XXVII shall apply notwithstanding any
       other provisions of the Plan, except Section 3.07, and shall override
       any conflicting Plan provisions.

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                                       42
<PAGE>

        IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
caused this Amendment to be executed on this 26th day of February, 1998.


                                  ALLTEL CORPORATION


                                  By:  /s/John L. Comparin
                                          John L. Comparin
                                  Title:  V.P. Human Resources & Administration

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