AMENDMENT NO. 4
                                     TO
                        ALLTEL CORPORATION THRIFT PLAN
                         (January 1, 1994 Restatement)


                  WHEREAS, ALLTEL Corporation (the "Company") amended and
restated the ALLTEL Corporation Thrift Plan (the "Plan"), effective January 1,
1994; and

                  WHEREAS, the Company desires further to amend the Plan;

                  NOW THEREFORE, BE IT RESOLVED, that the Company hereby amends
the Plan in the respects hereinafter set forth:

                  1.    Effective with respect to Plan Years beginning on or
after January 1, 1996, Section 1.01 of the Plan is amended to provide as
follows:


          1.01    Additional Employer Matching Contribution Contribution

                  A discretionary Employer matching contribution made pursuant
                  to Section 13.03.

                  2.    Effective with respect to Plan Years beginning on or
after January 1, 1996, the Plan is amended by adding a new Section 1.02-A
immediately following Section 1.02 to provide as follows:

Basic Employer Matching Contribution Contribution

          1.02-A  Basic Employer Matching Contribution

                  A discretionary Employer matching contribution made pursuant
                  to Section 13.02.

                  3.    Effective with respect to Plan Years beginning on or
after January 1, 1996, the Plan is amended by adding a new Section 1.10-A
immediately following Section 1.10 to provide as follows:

          1.10-A  Electing Participant

                  Any Participant on whose behalf Salary Deferral Contributions
                  are currently being made to the Plan pursuant to the
                  Participant's election under Section 12.01.

                  4.    Effective as of February 15, 1995, Section 1.13 of the
Plan is amended to provide as follows:


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          1.13    Employer

                  ALLTEL Information Services, Inc., and any other member of
the Controlled Group adopting the Plan pursuant to Section 3.01 or any
corresponding predecessor provision of the Plan.

                  5.    Effective with respect to Plan Years beginning on or
after January 1, 1996, Section 1.14 of the Plan is amended to provide as
follows:

          1.14    Employer Contribution

                  Any Employer contribution made pursuant to Article XIII.

                  6.    Effective with respect to Plan Years beginning on or
after January 1, 1996, the Plan is amended by adding a new Section 1.14-A
immediately following Section 1.14 to provide as follows:

          1.14-A  Employer Qualified Nonelective Contribution

                  An Employer contribution made pursuant to Section 13.01.

                  7.    Effective with respect to Plan Years beginning on or
after January 1, 1996, Section 1.19 of the Plan is amended to provide as
follows:

          1.19    Matched Salary Deferral Contributions

                  With respect to Basic Employer Matching Contributions, an
                  eligible Participant's Salary Deferral Contributions that
                  are not in excess of 6% of his Compensation for the Plan
                  Year.  With respect to Additional Employer Matching
                  Contributions, an eligible Participant's Salary Deferral
                  Contributions that are (i) in excess of 3% of his
                  Compensation for the Plan Year and (ii) not in excess of 6%
                  of his Compensation for the Plan Year.

                  8.    Effective with respect to Plan Years beginning on or
after January 1, 1996, the Plan is amended by adding a new Section 1.19-A
immediately following Section 1.19 to provide as follows:

          1.19-A  Matching Employer

                  With respect to Basic Matching Employer Contributions, ALLTEL
                  Information Services, Inc., each subsidiary (direct or
                  indirect) of ALLTEL Information Services, Inc. that is an
                  Employer hereunder (other than a subsidiary that has not
                  elected to make Basic Employer Matching Contributions to the
                  Plan), and each other Employer that has elected to make Basic
                  Employer Matching Contributions to the Plan.  With respect
                  to Additional Employer Matching Contributions, each Employer
                  that (i) is a Matching Employer with respect to Basic

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                  Employer Matching Contributions and (ii) has elected to make
                  Additional Employer Matching Contributions to the Plan.

                  9.   Effective with respect to Plan Years beginning on or
after January 1, 1996, Section~1.40 of the Plan is amended to provide as
follows:

          1.40    Unmatched Salary Deferral Contributions

                  With respect to Basic Employer Matching Contributions, all
                  Salary Deferral Contributions that are not Matched Salary
                  Contributions with respect to Basic Employer Contributions.
                  With respect to Additional Employer Matching Contributions,
                  all Salary Deferral Contributions that are not Matched
                  Salary Contributions with respect to Additional Employer
                  Contributions.

                  10.   Effective with respect to Plan Years beginning on or
after January 1, 1996, the Plan is amended by adding a new Section 1.42
immediately following Section 1.41 to provide as follows:

          1.42    Year of Participation

             A Plan Year beginning on or after January 1, 1996, during which
             an Employee completes at least 1,000 Hours of Service.

                  11.   Effective with respect to Plan Years beginning on or
after January 1, 1996, paragraph (c) of Section 5.02 of the Plan is amended by
adding immediately following the term "Salary  Deferral Contributions Sub-
Account" the following:

                  or any portion of the balance of his Employer Contributions
                  Sub-Account attributable to Employer Qualified Nonelective
                  Contributions

                  12.   Effective with respect to Plan Years beginning on or
after January 1, 1996, Article VII of the Plan is amended to provide as
follows:

                                  ARTICLE VII
                         LIMITATIONS ON CONTRIBUTIONS


          7.01    Definitions

                  For purposes of this Article VII, the following terms have
                  the following meanings:

                  (a)   The "actual deferral percentage" with respect to a
                        Participant for a particular Plan Year means the ratio
                        of the Salary Deferral Contributions made on his behalf
                        for the Plan Year to his test compensation for the Plan
                        Year, except that, to the extent permitted by
                        regulations issued under Section 401(k) of the Code,

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                        the Company may elect to take into account in computing
                        the numerator of each Participant's actual deferral
                        percentage the Employer Qualified Nonelective
                        Contributions made to the Plan on his behalf for the
                        Plan Year, but only if such Employer Qualified
                        Nonelective Contributions are qualified nonelective
                        contributions; provided, however, that contributions
                        made on a Participant's behalf for a Plan Year shall
                        be included in determining his actual deferral
                        percentage for such Plan Year only if the contributions
                        are made to the Plan prior to the end of the 12-month
                        period immediately following the Plan Year to which the
                        contributions relate. The determination and treatment
                        of the actual deferral percentage amounts for any
                        Participant shall satisfy such other requirements as
                        may be prescribed by the Secretary of the Treasury.

                  (b)   The "aggregate limit" means the sum of (i) 125 percent
                        of the greater of the average contribution percentage
                        for Participants other than Highly Compensated
                        Employees or the average actual deferral percentage for
                        Participants other than Highly Compensated Employees
                        and (ii) the lesser of 200 percent or two plus the
                        lesser of such average contribution percentage or
                        average actual deferral percentage, or, if it would
                        result in a larger aggregate limit, the sum of (iii)
                        125 percent of the lesser of the average contribution
                        percentage for Participants other than Highly
                        Compensated Employees or the average actual deferral
                        percentage for Participants other than Highly
                        Compensated Employees and (iv) the lesser of 200
                        percent or two plus the greater of such average
                        contribution percentage or average actual deferral
                        percentage.

                  (c)   The "annual addition" with respect to a Participant for
                        a limitation year means the sum of the Salary Deferral
                        Contributions and Employer Contributions allocated to
                        his Separate Account for the limitation year (including
                        any amounts that are distributed pursuant to Section
                        7.05 and 7.07, the employer contributions, employee
                        contributions, and forfeitures allocated to his
                        accounts for the limitation year under any other
                        qualified defined contribution plan (whether or not
                        terminated) maintained by an Employer or any other
                        member of the Controlled Group, and amounts described
                        in Sections 415(l)(2) and 419A(d)(2) of the Code
                        allocated to his account for the limitation year.

                  (d)   The "Code Section 402(g) limit" means the dollar limit
                        imposed by Section 402(g)(1) of the Code or established
                        by the Secretary of the Treasury pursuant to Section
                        402(g)(5) of the Code in effect on January 1 of the
                        calendar year in which a Participant's taxable year
                        begins.

                  (e)   The "contribution percentage" with respect to a
                        Participant for a particular Plan Year means the ratio

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                        of the sum of the Basic Employer Matching Contributions
                        and Additional Employer Matching Contributions made to
                        the Plan on his behalf for the Plan Year to his test
                        compensation for such Plan Year, except that, to the
                        extent permitted by regulations issued under Section
                        401(m) of the Code, the Company may elect to take into
                        account in computing the numerator of each
                        Participant's contribution percentage the Salary
                        Deferral Contributions or Employer Qualified
                        Nonelective Contributions made to the Plan on his
                        behalf for the Plan Year, but only if such Employer
                        Qualified Nonelective Contributions are qualified
                        nonelective contributions; provided, however, that any
                        Salary Deferral Contributions or Employer Qualified
                        Nonelective Contributions that were taken into account
                        in computing the numerator of a Participant's actual
                        deferral percentage may not be taken into account in
                        computing the numerator of his contribution percentage;
                        and provided, further, that contributions made by or
                        on a Participant's behalf for a Plan Year shall be
                        included in determining his contribution percentage for
                        such Plan Year only if the contributions are made to
                        the Plan prior to the end of the 12-month period
                        immediately following the Plan Year to which the
                        contributions relate.  The determination and treatment
                        of the contribution percentage amounts for any
                        Participant shall satisfy such other requirements as
                        may be prescribed by the Secretary of the Treasury.

                  (f)   An "elective contribution" means any employer
                        contribution made to a plan maintained by an Employer
                        or any other member of the Controlled Group on behalf
                        of a Participant in lieu of cash compensation pursuant
                        to his written election to defer under any qualified
                        cash or deferred arrangement as described in Section
                        401(k) of the Code, any simplified employee pension
                        cash or deferred arrangement as described in Section
                        402(h)(1)(B) of the Code, any eligible deferred
                        compensation plan under Section 457 of the Code, or
                        any plan as described in Section 501(c)(18) of the
                        Code, and any contribution made on behalf of the
                        Participant by an Employer or any other member of the
                        Controlled Group for the purchase of an annuity
                        contract under Section 403(b) of the Code pursuant to
                        a salary reduction agreement.

                  (g)   An "excess deferral" with respect to a Participant
                        means that portion of a Participant's Salary Deferral
                        Contributions that, when added to amounts deferred
                        under other plans or arrangements described in
                        Sections 401(k), 408(k), or 403(b) of the Code, would
                        exceed the Code Section 402(g) limit and is includable
                        in the Participant's gross income under Section 402(g)
                        of the Code.

                  (h)   A "family member" of an Employee means the Employee's
                        spouse, his lineal ascendants, his lineal descendants,
                        and the spouses of such lineal ascendants and
                        descendants.

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                  (i)   A "limitation year" means the Plan Year or such other
                        12-month period designated as such by the Company.

                  (j)   A "matching contribution" means any employer
                        contribution allocated to a Participant's account
                        under the Plan or any other plan of an Employer or any
                        other member of the Controlled Group solely on account
                        of elective contributions made on his behalf or
                        employee contributions made by him.

                  (k)   A "qualified nonelective contribution" means any
                        employer contribution made on behalf of a Participant
                        that the Participant could not elect instead to receive
                        in cash, that is a qualified nonelective contribution
                        as defined in Section 401(k) and Section 401(m) of the
                        Code and regulations issued thereunder, is
                        nonforfeitable when made, and is distributable only as
                        permitted in regulations issued under Section 401(k)
                        of the Code.

                  (l)   The "test compensation" of a Participant for a Plan
                        Year means compensation as defined in Section 414(s) of
                        the Code and regulations issued thereunder, limited,
                        however, to (1) $200,000 for Plan Years beginning on
                        or after January 1, 1989 but prior to January 1, 1994,
                        or (2) $150,000 for Plan Years beginning on or after
                        January 1, 1994 (subject to adjustment annually at the
                        same time and in the same manner as under Section
                        415(d) of the Code as modified by Section 401(a)(17)
                        of the Code; provided, however, that the dollar
                        increase in effect on January 1 of any calendar year
                        is effective for Plan Years beginning in such calendar
                        year).  If the test compensation of a Participant is
                        determined over a period of time that contains fewer
                        than 12 calendar months, then the annual compensation
                        limitation described above shall be adjusted with
                        respect to that Participant by multiplying the annual
                        compensation limitation in effect for the Plan Year by
                        a fraction the numerator of which is the number of full
                        months in the period and the denominator of which is
                        12; provided, however, that no proration is required
                        for a Participant who is covered under the Plan for
                        less than one full Plan Year if the formula for
                        allocations is based on Compensation for a period of at
                        least 12 months.  In determining the test compensation,
                        for purposes of applying the annual compensation
                        limitation described above, of a Participant who is a
                        five-percent owner or among the ten Highly Compensated
                        Employees receiving the greatest test compensation for
                        the limitation year, the test compensation of the
                        Participant's spouse and of his lineal descendants who
                        have not attained age 19 as of the close of the
                        limitation year shall be included as test compensation
                        of the Participant for the limitation year.  If as a
                        result of applying the family aggregation rule
                        described in the preceding sentence the annual
                        compensation limitation would be exceeded, the
                        limitation shall be prorated among the affected family

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                        members in proportion to each member's test
                        compensation as determined prior to application of the
                        family aggregation rules.

          7.02    Code Section 402(g) Limit

                  In no event shall the amount of the Salary Deferral
                  Contributions made on behalf of a Participant for his taxable
                  year, when aggregated with any elective contributions made on
                  behalf of the Participant under any other plan of an Employer
                  or any other member of the Controlled Group for his taxable
                  year, exceed the Code Section 402(g) limit.  In the event
                  that the Plan Administrator determines that the reduction
                  percentage elected by a Participant will result in his
                  exceeding the Code Section 402(g) limit, the Plan
                  Administrator may adjust the reduction authorization of such
                  Participant by reducing the percentage of his Salary Deferral
                  Contributions to such smaller percentage that will result in
                  the Code Section 402(g) limit not being exceeded.  If the
                  Plan Administrator determines that the Salary Deferral
                  Contributions made on behalf of a Participant would exceed
                  the Code Section 402(g) limit for his taxable year, the
                  Salary Deferral Contributions for such Participant shall be
                  automatically suspended for the remainder, if any, of such
                  taxable year.

          7.03    Distribution of Excess Deferrals

                  If an Employer notifies the Plan Administrator that the Code
                  Section 402(g) limit has been exceeded by a Participant for
                  his taxable year, the excess deferrals plus any income and
                  minus any losses attributable thereto, shall be distributed
                  to the Participant no later than the April 15 immediately
                  following such taxable year.  Any Salary Deferral
                  Contributions that are distributed to a Participant in
                  accordance with this Section 7.03 shall not be taken into
                  account in computing the Participant's actual deferral
                  percentage for the Plan Year in which the Salary Deferral
                  Contributions were made, unless the Participant is a Highly
                  Compensated Employee.  If an amount of Salary Deferral
                  Contributions is distributed to a Participant in accordance
                  with this Section 7.03, matching contributions that are
                  attributable solely to the distributed Salary Deferral
                  Contributions, plus any income and minus any losses
                  attributable thereto, shall be distributed to the Participant
                  as provided in Section 7.07.

                  Notwithstanding any other provision of the Plan to the
                  contrary, if a Participant notifies the Plan Administrator
                  in writing no later than the March 1 following the close of
                  the Participant's taxable year (1) that excess deferrals
                  have been made on his behalf under the Plan and any other
                  plan for such taxable year and (2) the amount of such excess
                  deferrals which are to be allocated to the Plan, the excess
                  deferrals, plus any income and minus any losses attributable
                  thereto, may be distributed to the Participant no later than
                  the April 15 immediately following such taxable year.  Any
                  Salary Deferral Contributions that are distributed to a
                  Participant in accordance with this Section 7.03 shall
                  nevertheless be taken into account in computing the
                  Participant's actual deferral percentage for the Plan Year

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                  in which the Salary Deferral Contributions were made.  If an
                  amount of Salary Deferral Contributions is distributed to a
                  Participant in accordance with this Section 7.03, matching
                  contributions that are attributable solely to the distributed
                  Salary Deferral Contributions, plus any income and minus any
                  losses attributable thereto, shall be distributed to the
                  Participant as provided in Section 7.07.

          7.04    Limitation on Salary Deferral Contributions of Highly
                  Compensated Employees

                  Notwithstanding any other provision of the Plan to the
                  contrary, the Salary Deferral Contributions made with respect
                  to a Plan Year on behalf of Participants who are Highly
                  Compensated Employees may not result in an average actual
                  deferral percentage for such Participants that exceeds the
                  greater of:

                  (a)   a percentage that is equal to 125 percent of the
                        average actual deferral percentage for all other
                        Participants; or

                  (b)   a percentage that is not more than 200 percent of the
                        average actual deferral percentage for all other
                        Participants and that is not more than two percentage
                        points higher than the average actual deferral
                        percentage for all other Participants.

                  In order to assure that the limitation contained herein is
                  not exceeded with respect to a Plan Year, the Plan
                  Administrator is authorized to suspend completely further
                  Salary Deferral Contributions on behalf of Highly Compensated
                  Employees for any remaining portion of a Plan Year or to
                  adjust the projected actual deferral percentages of Highly
                  Compensated Employees by reducing their percentage elections
                  with respect to Salary Deferral Contributions for any
                  remaining portion of a Plan Year to such smaller percentages
                  that will result in the limitation set forth above not being
                  exceeded.  In the event of any such suspension or reduction,
                  Highly Compensated Employees affected thereby shall be
                  notified of the reduction or suspension as soon as possible
                  and shall be given an opportunity to make a new Salary
                  Deferral Contribution election to be effective the first day
                  of the next following Plan Year.  In the absence of such an
                  election, the election in effect immediately prior to the
                  suspension or adjustment described above shall be reinstated
                  as of the first day of the next following Plan Year.

                  For purposes of applying the limitation contained in this
                  Section 7.04, the Salary Deferral Contributions and test
                  compensation of any Participant who is a family member of
                  another Participant who is a five percent owner or among the
                  ten Highly Compensated Employees receiving the greatest test
                  compensation for the Plan Year shall be aggregated with the
                  Salary Deferral Contributions and test compensation of such
                  other Participant, and such family member shall not be

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                  considered a Participant for purposes of determining the
                  average actual deferral percentage for all other
                  Participants.

                  In determining the actual deferral percentage for any
                  Participant who is a Highly Compensated Employee for the
                  Plan Year, elective contributions made to his accounts under
                  any other plan of an Employer or any other member of the
                  Controlled Group shall be treated as if all such
                  contributions were made to the Plan; provided, however, that
                  if such a plan has a plan year different from the Plan Year,
                  any such contributions made to the Highly Compensated
                  Employee's accounts under the plan for the plan year ending
                  with or within the same calendar year as the Plan Year shall
                  be treated as if such contributions were made to the Plan.
                  Notwithstanding the foregoing, such contributions shall not
                  be treated as if they were made to the Plan if regulations
                  issued under Section 401(k) of the Code do not permit such
                  plan to be aggregated with the Plan.

                  If one or more plans of an employer or any other member of
                  the Controlled Group are aggregated with the Plan for
                  purposes of satisfying the requirements of Section 401(a)(4)
                  or 410(b) of the Code, then actual deferral percentages under
                  the Plan shall be calculated as if the Plan and such one or
                  more other plans were a single plan.  Plans may be aggregated
                  to satisfy Section 401(k) of the Code only if they have the
                  same plan year.

                  The Plan Administrator shall maintain records sufficient to
                  show that the limitation contained in this Section 7.04 was
                  not exceeded with respect to any Plan Year.

          7.05    Distribution of Excess Salary Deferral Contributions

                  Notwithstanding any other provision of the Plan to the
                  contrary, in the event that the limitation contained in
                  Section 7.04 is exceeded in any Plan Year, the Salary
                  Deferral Contributions made with respect to a Highly
                  Compensated Employee that exceed the maximum amount permitted
                  to be contributed to the Plan on his behalf under
                  Section 7.04, plus any income and minus any losses
                  attributable thereto, shall be distributed to the Highly
                  Compensated Employee prior to the end of the next succeeding
                  Plan Year.  If excess amounts are attributable to
                  Participants aggregated under the family aggregation rules
                  described in Section 7.04, the excess shall be allocated
                  among family members in proportion to the Salary Deferral
                  Contributions made with respect to each family member.  If
                  such excess amounts are distributed more than 2 1/2 months
                  after the last day of the Plan Year for which the excess
                  occurred, an excise tax may be imposed under Section 4979
                  of the Code on the Employer maintaining the Plan with respect
                  to such amounts.

                  The maximum amount permitted to be contributed to the Plan on
                  a Highly Compensated Employee's behalf under Section 7.04
                  shall be determined by reducing Salary Deferral Contributions

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                  made on behalf of Highly Compensated Employees in order of
                  their actual deferral percentages beginning with the highest
                  of such percentages.  The determination of the amount of
                  excess Salary Deferral Contributions shall be made after
                  application of Section 7.03, if applicable.

                  If an amount of Salary Deferral Contributions is distributed
                  to a Participant in accordance with this Section 7.05,
                  matching contributions that are attributable solely to the
                  distributed Salary Deferral Contributions, plus any income
                  and minus any losses attributable thereto, shall be
                  distributed to the Participant as provided in Section 7.07.

          7.06    Limitation on Matching Contributions of Highly
                  Compensated Employeested Employees

                  Notwithstanding any other provision of the Plan to the
                  contrary, the Basic Employer Matching Contributions and
                  Additional Employer Matching Contributions made with respect
                  to a Plan Year on behalf of Participants who are Highly
                  Compensated Employees may not result in an average
                  contribution percentage for such Participants that exceeds
                  the greater of:

                  (a)   a percentage that is equal to 125 percent of the
                        average contribution percentage for all other
                        Participants; or

                  (b)   a percentage that is not more than 200 percent of the
                        average contribution percentage for all other
                        Participants and that is not more than two percentage
                        points higher than the average contribution percentage
                        for all other Participants.

                  For purposes of applying the limitation contained in this
                  Section 7.06, the Basic Employer Matching Contributions,
                  Additional Employer Matching Contributions, Salary Deferral
                  Contributions, and Employer Qualified Nonelective
                  Contributions (to the extent that such Salary Deferral
                  Contributions or Employer Qualified Nonelective Contributions
                  are taken into account in computing contribution
                  percentages), and test compensation of any Participant who is
                  a family member of another Participant who is a five percent
                  owner or among the ten Highly Compensated Employees receiving
                  the greatest test compensation for the Plan Year shall be
                  aggregated with the Basic Employer Matching Contributions,
                  Additional Employer Matching Contributions, Salary Deferral
                  Contributions, Employer Qualified Nonelective Contributions,
                  and test compensation of such other Participant, and such
                  family member shall not be considered a Participant for
                  purposes of determining the average contribution percentage
                  for all other Participants.

                  In determining the contribution percentage for any
                  Participant who is a Highly Compensated Employee for the Plan
                  Year, matching contributions, employee contributions,
                  elective contributions, and qualified nonelective
                  contributions (to the extent that elective contributions and

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                  qualified nonelective contributions are taken into account in
                  computing contribution percentages) made to his accounts
                  under any other plan of an Employer or any other member of
                  the Controlled Group shall be treated as if all such
                  contributions were made to the Plan; provided, however, that
                  if such a plan has a plan year different from the Plan Year,
                  any such contributions made to the Highly Compensated
                  Employee's accounts under the plan for the plan year ending
                  with or within the same calendar year as the Plan Year shall
                  be treated as if such contributions were made to the Plan.
                  Notwithstanding the foregoing, such contributions shall not
                  be treated as if they were made to the Plan if regulations
                  issued under Section 401(m) of the Code do not permit such
                  plan to be aggregated with the Plan.

                  If one or more plans of an Employer or any other member of
                  the Controlled Group are aggregated with the Plan for
                  purposes of satisfying the requirements of Section 401(a)(4)
                  or 410(b) of the Code, the contribution percentages under the
                  Plan shall be calculated as if the Plan and such one or more
                  other plans were a single plan.  Plans may be aggregated to
                  satisfy Section 401(m) of the Code only if they have the same
                  plan year.

                  The Plan Administrator shall maintain records sufficient to
                  show that the limitation contained in this Section was not
                  exceeded with respect to any Plan Year and the amount of the
                  elective contributions and qualified nonelective
                  contributions taken into account in computing contribution
                  percentages for any Plan Year.

          7.07    Distribution of Excess Matching Contributions

                  Notwithstanding any other provision of the Plan to the
                  contrary, in the event that the limitation contained in
                  Section 7.06 is exceeded in any Plan Year, the matching
                  contributions made to the Plan on behalf of a Highly
                  Compensated Employee that exceed the maximum amount permitted
                  to be contributed to the Plan on behalf of such Highly
                  Compensated Employee under Section 7.06, plus any income and
                  minus any losses attributable thereto, shall be distributed
                  prior to the end of the next succeeding Plan Year as
                  hereinafter provided.  If excess amounts are attributable to
                  Participants aggregated under the family aggregation rules
                  described in Section 7.05, the excess shall be allocated
                  among family members in proportion to the matching
                  contributions made to the Plan with respect to each family
                  member.  If such excess amounts are distributed more than
                  2 1/2 months after the last day of the Plan Year for which
                  the excess occurred, an excise tax may be imposed under
                  Section 4979 of the Code on the Employer maintaining the
                  Plan with respect to such amounts.

                  The maximum amount permitted to be contributed to the Plan on
                  behalf of a Highly Compensated Employee under Section 7.06
                  shall be determined by reducing matching contributions made
                  to the Plan on behalf of Highly Compensated Employees in

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                  order of their contribution percentages beginning with the
                  highest of such percentages.

                  The determination of the amount of excess matching
                  contributions shall be made after application of Section
                  7.03, if applicable, and after application of Section 7.05,
                  if applicable.

          7.08    Multiple Use Limitation

                  Notwithstanding any other provision of the Plan to the
                  contrary, the following multiple use limitation as required
                  under Section 401(m) of the Code shall apply:  the sum of the
                  average actual deferral percentage for Eligible Employees who
                  are Highly Compensated Employees and the average contribution
                  percentage for Participants who are Highly Compensated
                  Employees may not exceed the aggregate limit.  In the event
                  that, after satisfaction of Section 7.05 and Section 7.07, it
                  is determined that contributions under the Plan fail to
                  satisfy the multiple use limitation contained herein, the
                  multiple use limitation shall be satisfied by further
                  reducing the contribution percentages of Participants who are
                  Highly Compensated Employees (beginning with the highest such
                  percentage) to the extent necessary to eliminate the excess,
                  with such further reductions to be treated as excess matching
                  contributions and disposed of as provided in Section 7.07.

          7.09    Determination of Income or Lossncome or Loss

                  The income or loss attributable to excess amounts that are
                  distributed pursuant to Section 7.05 or 7.07 shall be
                  determined for the Plan Year to which such amounts relate
                  under the method otherwise used for allocating income or loss
                  to Participants' Separate Accounts.  The income attributable
                  to excess amounts that are distributed pursuant to
                  Section 7.10 shall be determined for the Plan Year to which
                  such amounts relate and the period from the end of such Plan
                  Year to the date of distribution under the method otherwise
                  used for allocating income to Participants' Separate
                  Accounts.

          7.10    Code Section 415 Limitations on Crediting of Contributions
                  and Forfeitures

                  Notwithstanding any other provision of the Plan to the
                  contrary, the annual addition with respect to a  Participant
                  for a limitation year shall in no event exceed the lesser of
                  (i) the greater of $30,000 or 25 percent of the defined
                  benefit dollar limitation set forth in Section 415(b)(1) of
                  the Code in effect for the limitation year or (ii) 25 percent
                  of the Participant's compensation, as defined in
                  Section 415(c)(3) of the Code and regulations issued
                  thereunder.  If the annual addition to the Separate Account
                  of a Participant in any limitation year would otherwise
                  exceed the amount that may be applied for his benefit under
                  the limitation contained in this Section 7.10, the limitation

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                  shall be satisfied by reducing contributions made on behalf
                  of the Participant to the extent necessary in the following
                  order:

                  (a)   Salary Deferral Contributions made on the Participant's
                        behalf for the limitation year that have not been
                        matched, if any, shall be reduced.

                  (b)   Salary Deferral Contributions made on the Participant's
                        behalf for the limitation year that have been matched,
                        if any, and the matching contributions attributable
                        thereto shall be reduced pro rata.

                  (c)   Employer Qualified Nonelective Contributions made on
                        the Participant's behalf for the limitation year shall
                        be reduced.

                  The amount of any such reduction of Salary Deferral
                  Contributions (plus any income attributable thereto) shall be
                  returned to the Participant.  The amount of any such
                  reduction of Employer Contributions shall be deemed a
                  forfeiture for the limitation year and held unallocated in a
                  suspense account.  The suspense account shall be allocated in
                  the same manner as Employer Contributions in the next
                  limitation year, and each succeeding limitation year if
                  necessary.  If a suspense account is in existence at any time
                  during a limitation year, all amounts in the suspense account
                  must be allocated to Participants' Separate Accounts (subject
                  to the limitations contained herein) before any further
                  Salary Deferral Contributions or Employer Contributions may
                  be made to the Plan on behalf of Participants.  If a suspense
                  account is in existence at any time during a limitation year,
                  it shall not share in any increase or decrease in the net
                  worth of the Trust Fund.  For purposes of this Section 7.10,
                  excesses shall result only from the allocation of
                  forfeitures, a reasonable error in estimating a Participant's
                  annual compensation, a reasonable error in determining the
                  amount of elective deferrals that may be made with respect to
                  any Participant under the limits of Section 415 of the Code,
                  or other limited facts and circumstances that justify the
                  availability of the provisions set forth above.

          7.11    Coverage Under Other Qualified Defined Contribution Plan

                  If a Participant is covered by any other qualified defined
                  contribution plan (whether or not terminated) maintained by
                  an Employer or any other member of the Controlled Group, and
                  if the annual addition for the limitation year would
                  otherwise exceed the amount that may be applied for the
                  Participant's benefit under the limitation contained in
                  Section 7.10, the excess shall be eliminated by reducing
                  Salary Deferral Contributions and Employer Contributions
                  under the Plan to the extent necessary, as provided in
                  Section 7.10.  If the limitation in Section 7.10 would still
                  be exceeded after applying the provisions of Section 7.10,
                  the excess shall be reduced in the manner specified in such
                  other plan.  In the event that a Participant is covered by a
                  qualified defined benefit plan, the procedure specified in
                  Section 7.12 shall be implemented prior to effecting any

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<PAGE>

                  reduction in the benefit of the Participant under the defined
                  contribution plans.

          7.12    Coverage Under Qualified Defined Benefit Plan

                  If a Participant in the Plan is also covered by a qualified
                  defined benefit plan (whether or not terminated) maintained
                  by an Employer or any other member of the Controlled Group,
                  in no event shall the sum of the defined benefit plan
                  fraction (as defined in Section 415(e)(2) of the Code) and
                  the defined contribution plan fraction (as defined in
                  Section 415(e)(3) of the Code) exceed 1.0 in any limitation
                  year.  If, before October 3, 1973, the Participant was an
                  active participant in a qualified defined benefit plan
                  maintained by an Employer or any other member of the
                  Controlled Group and otherwise satisfies the requirements of
                  Section 2004(d)(2) of ERISA, then for purposes of applying
                  this Section 7.12, the defined benefit plan fraction shall
                  not exceed 1.0.  In the event the special limitation
                  contained in this Section 7.12 is exceeded, the benefits
                  otherwise payable to the Participant under any such qualified
                  defined benefit plan shall be reduced to the extent necessary
                  to meet such limitation.

                  If a Participant was a participant in one or more defined
                  contribution plans maintained by the employer which were in
                  existence on July 1, 1982, the numerator of the defined
                  contribution plan fraction (as defined in Section 415(e)(3)
                  of the Code) will be adjusted if the sum of this fraction
                  and the defined benefit plan fraction (as defined in Section
                  415(e)(2) of the Code) would otherwise exceed 1.0 under the
                  terms of the Plan.  Under this adjustment, an amount equal to
                  the product of (1) the excess of the sum of the fractions
                  over 1.0 times (2) the denominator of this fraction, will be
                  permanently subtracted from the numerator of the defined
                  contribution plan fraction (as defined in Section 415(e)(3)
                  of the Code).  The adjustment is calculated using the
                  fractions as they would be computed as of the later of the
                  end of the last limitation year beginning before
                  January 1, 1983, or September 30, 1983.  This adjustment also
                  will be made if at the end of the last limitation year
                  beginning before January 1, 1984, the sum of the fractions
                  exceeds 1.0 because of accruals or additions that were made
                  before the limitations of this Article VII became effective
                  as to any plans of the employer in existence on July 1, 1982.

          7.13    Scope of Limitations

                  The limitations contained in Sections 7.10, 7.11, and 7.12
                  shall be applicable only with respect to benefits provided
                  pursuant to defined contribution plans and defined benefit
                  plans described in Section 415(k) of the Code.

          7.14    Separate Testing

                  The Plan Administrator may elect for any Plan Year to apply
                  Section 410(b) of the Code separately to that portion of the
                  Plan that benefits Participants who have not both attained

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<PAGE>

                  age 21 and been credited with a year of service with the
                  Controlled Group, in accordance with the provisions of
                  Sections 1.410(b)-6(b)(3) and 1.410(b)-7(b)(3) of the
                  Treasury Regulations.  In which case, the requirements of
                  Sections 401(a)(4), 401(k)(3), 401(m)(2), and 401(m)(9) of
                  the Code shall be applied separately with respect to such
                  portion of the Plan.

                  13.   Effective with respect to Plan Years beginning on or
after January 1, 1996, Article IX of the Plan is amended to provide as follows:

                                  ARTICLE IX
                                   SERVICE


          9.01    Crediting of Hours of Service

                  (a)   An Employee shall be credited with an Hour of Service
                        for:

                        (1)    Each hour for which the Employee is directly or
                               indirectly compensated or entitled to
                               compensation by the Employer or any other member
                               of the Controlled Group for the performance of
                               duties during the applicable Computation Period;

                        (2)    Subject to the provisions of Section 9.02, each
                               hour for which the Employee is directly or
                               indirectly compensated or entitled to
                               compensation by the Employer or any other member
                               of the Controlled Group (irrespective of whether
                               the employment relationship has terminated) for
                               reasons other than the performance of duties
                               (such as vacation, holidays, sickness, jury
                               duty, disability, lay-off, military duty or
                               leave of absence) during the applicable
                               Computation Period; and

                        (3)    Each hour for which back pay is awarded or
                               agreed to by the Employer or any other member of
                               the Controlled Group without regard to
                               mitigation of damages (provided that the same
                               Hours of Service shall not be credited under
                               both this paragraph (3) and paragraph (1) or
                               (2) above).

                  (b)   If an Employee has been granted an Authorized Leave of
                        Absence, he shall be credited with Hours of Service as
                        if he had been compensated by the Employer for what
                        would have been his regularly scheduled hours of work
                        during the period of such Authorized Leave of Absence.
                        An Employee for whom records of his actual numbers of
                        Hours of Service are not normally maintained shall be
                        credited with 10 Hours of Service for each day of his
                        Authorized Leave of Absence.

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                                      55

<PAGE>

                  (c)   Notwithstanding the provisions of subsection (a) above,
                        an Employee for whom records of his actual number of
                        Hours of Service are not normally  maintained shall be
                        credited with 10 Hours of Service for each day he would
                        be required to be credited with at least one Hour of
                        Service.

          9.02    Limitations on Crediting of Hours of Service

                  In the application of the provisions of paragraph (2) of
                  subsection (a) of Section 9.01, the following shall apply:

                  (a)   No more than 501 Hours of Service are required to be
                        credited to an Employee on account of any single
                        continuous period during which the Employee performs no
                        duties (whether or not such period occurs in a single
                        Plan Year);

                  (b)   An hour for which an Employee is directly or indirectly
                        paid, or entitled to payment, on account of a period
                        during which no duties are performed, is not required
                        to be credited to the Employee if such payment is made
                        or due under a plan maintained solely for the purpose
                        of complying with applicable worker's compensation,
                        unemployment compensation or disability insurance laws;
                        and

                  (c)   Hours of Service are not required to be credited for a
                        payment which solely reimburses an Employee for medical
                        or medically related expenses incurred by the Employee.

                  (d)   A payment shall be deemed to be made by or due from the
                        Employer or any other member of the Controlled Group
                        regardless of whether such payment is made by or due
                        from the Employer or any other member of the Controlled
                        Group directly or indirectly through, among others, a
                        trust fund, or insurer, to which the Employer or other
                        member of the Controlled Group contributes or pays
                        premiums and regardless of whether contributions made
                        or due to the trust fund, insurer, or other entity are
                        for the benefit of particular Employees or are on
                        behalf of a group of Employees in the aggregate.

          9.03    Department of Labor Rules

                  The provisions of Department of Labor Regulations Sections
                  2530.200b-2(b) and (c) are incorporated herein by reference.

                  14.   Effective for periods beginning on or after
September 1, 1996, Article X of the Plan is amended to provide as follows:

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<PAGE>

                                   ARTICLE X
                         ELIGIBILITY AND PARTICIPATION


          10.01   Eligibility and Participation

                  Each Eligible Employee shall become a Participant on the date
                  on which he becomes an Eligible Employee.  Each Participant
                  may elect to become an Electing Participant in accordance
                  with Section 12.01.

          10.02   Termination and Rehiring

                  A Participant whose service terminates and who is
                  subsequently rehired by an Employer shall be eligible to
                  participate in the plan on his Reemployment Commencement
                  Date.

                  An Eligible Employee whose service terminates and who is
                  subsequently rehired by a member of the Controlled Group in a
                  capacity other than as an Eligible Employee shall be eligible
                  to participate in the Plan on the date he again becomes an
                  Eligible Employee.

          10.03   Duration of Participation

                  Once an Eligible Employee becomes a Participant, he shall
                  remain a Participant (1) while he is an Employee, for so long
                  as a portion of the Trust is credited to his Separate Account
                  whether or not he continues to be an Eligible Employee, or
                  (2) while he is not an Employee, for so long as a portion of
                  the Trust is credited to his Separate Account or, if earlier,
                  until his death.  If a Participant ceases to be an Eligible
                  Employee, no further Salary Deferral Contributions may be
                  made on his behalf and no further Employer Contributions
                  shall be allocated to his Separate Account, except as
                  provided in clause (2) or (3) of the first paragraph of
                  Section 13.07.  A Participant who is on an Authorized Leave
                  of Absence shall continue as a Participant but no Salary
                  Deferral Contributions or Employer Contributions shall be
                  made to his Separate Account for any Plan Year during which
                  he does not receive Compensation from an Employer.

                  15.   Effective with respect to Plan Years beginning on or
                        after January 1, 1996, the Plan is amended by deleting
                        the term "Active Participant" therefrom and
                        substituting the term "Electing Participant" therefor,
                        by deleting the term "Active Participants" therefrom
                        and substituting the term "Electing Participants"
                        therefor, and by deleting the term "Active
                        Participant's" therefrom and substituting the term
                        "Electing Participant's" therefor, in each place such
                        terms appear.

                  16.   Effective for periods on or after September 1, 1996,
Section 12.08 of the Plan is amended by deleting the second paragraph
therefrom.
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<PAGE>

                  17.   Effective with respect to Plan Years beginning on or
after January 1, 1996, Article XIII of the Plan is amended to provide as
follows:



                                 ARTICLE XIII

                   EMPLOYER CONTRIBUTIONS AND ALLOCATIONS


          13.01   Employer Qualified Nonelective Contributions

                  For each Plan Year, each Employer shall make an Employer
                  Qualified Nonelective Contribution under the Plan in an
                  amount equal to one percent of the Compensation of persons
                  eligible to share in the allocation of Employer Qualified
                  Nonelective Contributions in accordance with Section 13.07.

          13.02   Basic Employer Matching Contributions

                  For each Plan Year, a Matching Employer may, in its sole
                  discretion, make a Basic Matching Contribution or more than
                  one Basic Employer Matching Contribution under the Plan in an
                  amount or amounts, if any, that the Company, in its sole
                  discretion, shall determine.

          13.03   Additional Employer Matching Contributions

                  For each Plan Year, a Matching Employer may, in its sole
                  discretion, make an Additional Matching Contribution or more
                  than one Additional Employer Matching Contribution under the
                  Plan in an amount or amounts, if any, that the Company, in
                  its sole discretion, shall determine.

          13.04   Allocation of Employer Qualified Nonelective Contributions

                  As of the last Valuation Date of each Plan Year, after making
                  the credits or debits to Participants' Separate Accounts
                  required by Section 11.07, an amount equal to the Employer
                  Qualified Nonelective Contribution for the Plan Year shall be
                  allocated and credited to the Employer Contribution Account
                  of each Participant in the Plan who is eligible (in
                  accordance with Section 13.07) to share in the allocation of
                  the Employer Qualified Nonelective Contribution for the Plan
                  Year in an amount equal to one percent of his Compensation
                  for the Plan Year.

          13.05   Allocation of Basic Employer Matching Contributions

                  As of the last Valuation Date of each Plan Year, after making
                  the credits or debits to Participants' Separate Accounts
                  required by Section 11.07, an amount equal to the Basic
                  Employer Matching Contribution(s) for the Plan Year shall be
                  allocated and credited to the Employer Contribution Accounts
                  of those Participants in the Plan who are eligible (in
                  accordance with Section 13.07) to share in the allocation of

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<PAGE>

                  the Basic Employer Matching Contribution(s) for the Plan Year
                  and who during such Plan Year were Eligible Employees of a
                  Matching Employer that made a Basic Matching Contribution to
                  the Plan for such Plan Year.  The allocation of the Basic
                  Employer Matching Contribution(s) for a Plan Year shall be in
                  the proportion which the Matched Salary Deferral
                  Contributions for the Plan Year made on behalf of a
                  Participant eligible (in accordance with Section 13.07) to
                  share in the allocation of the Basic Employer Matching
                  Contribution(s) for the Plan Year bear to the aggregate
                  Matched Salary Deferral Contributions made during the Plan
                  Year for all Participants who are eligible (in accordance
                  with Section 13.07) to share in the allocation of the Basic
                  Employer Matching Contribution(s) for the Plan Year.

          13.06   Allocation of Additional Employer Matching Contributions

                  As of the last Valuation Date of each Plan Year, after making
                  the credits or debits to Participants' Separate Accounts
                  required by Section 11.07, an amount equal to the Additional
                  Employer Matching Contribution(s) for the Plan Year shall be
                  allocated and credited to the Employer Contribution Accounts
                  of those Participants in the Plan who are eligible (in
                  accordance with Section 13.07) to share in the allocation of
                  the Additional Employer Matching Contribution(s) for the Plan
                  Year and who during such Plan Year were Eligible Employees of
                  a Matching Employer that made an Additional Matching
                  Contribution to the Plan for such Plan Year.  The allocation
                  of the Additional Employer Matching Contribution(s) for a
                  Plan Year shall be in the proportion which the Matched Salary
                  Deferral Contributions for the Plan Year that are in excess
                  of three percent of his Compensation for the Plan Year but
                  not in excess of six percent of his Compensation for the Plan
                  Year made on behalf of a Participant eligible (in  accordance
                  with Section 13.07) to share in the allocation of the
                  Additional Employer Matching Contribution(s) for the Plan
                  Year bear to the aggregate Matched Salary Deferral
                  Contributions that are in excess of three percent of a
                  Participant's Compensation for the Plan Year but not in
                  excess of six percent of a Participant's Compensation for the
                  Plan Year made during the Plan Year for all Participants who
                  are eligible (in accordance with Section 13.07) to share in
                  the allocation of the Additional Employer Matching
                  Contribution(s) for the Plan Year.

          13.07   Eligibility to Share in Allocation of Employer Contributions

                  A person shall be eligible to share in the allocation of
                  Employer Contributions, if any, for a Plan Year only if he:

                  (1)   is in the active service of the Employer as an Eligible
                        Employee on the last Valuation Date of the Plan Year
                        (i.e., whose service has not terminated prior to the
                        last business day of the Plan Year),

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<PAGE>

                  (2)   is not in active service because of termination of
                        service during the Plan Year after attaining age 65,
                        because of Total and Permanent Disability, or death,
                        or, for Plan Years beginning on or after January 1,
                        1996, because of termination of service after meeting
                        the age and service requirements for early retirement
                        under the ALLTEL Corporation Pension Plan or the ALLTEL
                        Corporation Profit-Sharing Plan (if he had been a
                        participant thereunder), or

                  (3)   became ineligible by reason of transfer of employment
                        to a Controlled Group Member that is not an Employer
                        and who would be an Eligible Employee after such
                        transfer of employment but for the fact that his
                        employer is not an Employer (provided that he remains
                        an Eligible Employee but for the fact that his employer
                        is not an Employer or would otherwise be eligible for
                        an allocation of any Employer Contribution as a former
                        Eligible Employee by reason of termination of service
                        on or after the age of 65 years, Total and Permanent
                        Disability, death, or, for Plan Years beginning on or
                        after January 1, 1996, meeting the age and service
                        requirements for early retirement under the ALLTEL
                        Corporation Pension Plan or the ALLTEL Corporation
                        Profit-Sharing Plan (if he had been a participant
                        thereunder),

                  and, with respect only to Employer Qualified Nonelective
                  Contributions, he has a Year of Participation for the Plan
                  Year, and with respect only to Basic Employer Matching
                  Contributions and Additional Employer Matching Contributions,
                  he is an Electing Participant in the Plan at any time during
                  the Plan Year.

                  A Participant described in clause (3) above shall be
                  ineligible to share in further allocations of Employer
                  Contributions after the Plan Year in which his transfer of
                  employment occurs unless he again becomes an Eligible
                  Employee and, with respect to Basic Employer Matching
                  Contributions or Additional Employer Matching Contributions,
                  he again becomes an Electing Participant.

                  For a Plan Year in which a Participant's employment transfers
                  to or from a Matching Employer who made a Basic Employer
                  Matching Contribution or an Additional Employer Matching
                  Contribution on behalf of its eligible Participants for the
                  Plan Year, the Participant's  Salary Deferral Contributions
                  for such Plan Year shall be deemed to be Matched Salary
                  Deferral Contributions or Unmatched Salary Deferral
                  Contributions as if his employment had been with such
                  Matching Employer for the entire Plan Year.

                  A Participant who is on an Authorized Leave of Absence on the
                  last Valuation Date of a Plan Year or a Participant who is
                  employed by a member of the Controlled Group who is not an
                  Employer on the last Valuation Date of the Plan Year in which
                  his employment transferred to such other member of the

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<PAGE>

                  Controlled Group shall be deemed to be actively employed by
                  an Employer on the last Valuation Date of such Plan Year
                  for purposes of this Section 13.07.

          13.08   Timing of Employer Contributions

                  The Employer Contributions which are to be made for a Plan
                  Year shall be paid to the Trust from time to time as deemed
                  advisable by the Employer but in no event later than the
                  earlier of (i) the time prescribed by law for filing the
                  Employer's Federal income tax return for its applicable
                  taxable year, including extensions thereof, or (ii) such time
                  as is required by regulations under Section 401(k) and/or
                  Section 401(m) of the Code, as applicable.  In no event shall
                  the total amount of Employer Contributions under this
                  Article XIII exceed the maximum amount deductible in such
                  year, under the provisions of the Code and applicable
                  Treasury Regulations thereunder.

          13.09   Suspense Account Reduction

                  Employer Contributions shall be reduced, if necessary, by any
                  amount held in a suspense account pursuant to Section 7.10.

          13.10   Limitations on Employer Contributions

                  Employer Contributions are subject to all applicable
                  limitations contained in Article VII.

                  18.   Effective with respect to Plan Years beginning on or
after January 1, 1996, Section 15.04 is amended by deleting the reference to
"Section 13.03" therefrom and substituting a reference to "Section 13.07"
therefor.

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 29th day of
July, 1996.


                                     ALLTEL CORPORATION


                                     By:   /S/ John L. Compain
                                           Title:  V.P. Human Resources and
                                                   Administration

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