AMENDMENT NO. 11
                                       TO
                     ALLTEL CORPORATION PROFIT-SHARING PLAN
                          (January 1, 1994 Restatement)


                  WHEREAS, ALLTEL Corporation (the "Company") maintains the
ALLTEL Corporation Profit-Sharing Plan, as amended and restated effective
January 1, 1994 and subsequently further amended (the "Plan"); and

                  WHEREAS, the Company desires further to amend the Plan;

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

                  Effective with respect to periods beginning on and after
April 22, 1999, Section 11.01 of the Plan is amended to provide as follows:

         11.01    Composition of Trust Fund
                  -------------------------

                  All amounts contributed to the Plan, as increased or decreased
                  by income, expenditure, appreciation and depreciation, shall
                  constitute a single fund known as the Trust Fund. The Trust
                  Fund shall be invested in an Investment Fund A and a
                  Guaranteed Principal Investment Fund in accordance with the
                  following:

                  (a)      The assets of Investment Fund A shall be invested in
                           accordance with the provisions of the Trust
                           Agreement, except that notwithstanding the provisions
                           of the Trust Agreement:

                           (1)      20% of the annual Employer Contribution to
                                    the Plan allocable to Investment Fund A
                                    shall be invested in the ALLTEL Corporation
                                    Common Stock Fund (as described in the Trust
                                    Agreement and the Trust Agreement for ALLTEL
                                    Corporation Master Trust) (the "ALLTEL Stock
                                    Fund") if as of the end of the Plan Year
                                    immediately preceding the date on which such
                                    Employer Contribution is made the value of
                                    the assets of Investment Fund A invested in
                                    the ALLTEL Stock Fund did not exceed 35% of
                                    the total value of the assets of Investment
                                    Fund A.

                           (2)      The investment of assets of Investment Fund
                                    A in the ALLTEL Stock Fund existing as of
                                    April 22, 1999 shall not be reduced by
                                    investment allocation(s) of assets of
                                    Investment Fund A from the ALLTEL Stock Fund
                                    to any other investment fund(s) (and all
                                    dividends, distributions, and proceeds with
                                    respect to assets invested in the ALLTEL
                                    Stock Fund shall be allocated to the ALLTEL
                                    Stock Fund) or by the charging of payments
                                    and disbursements from the Trust to the


<PAGE>


                                    ALLTEL Stock Fund, except: (A) to the extent
                                    that allocation of the investment of assets
                                    of Investment Fund A from the ALLTEL Stock
                                    Fund to any other investment fund(s) or
                                    charging of payments and disbursements from
                                    the Trust to the ALLTEL Stock Fund does not
                                    reduce the amount of the assets of
                                    Investment Fund A invested in the ALLTEL
                                    Stock Fund to less than approximately 35% of
                                    the total value of the assets of Investment
                                    Fund A; (B) payment of the cost of
                                    acquisition, sale, or exchange (including
                                    brokerage costs) of any security or other
                                    property held in the ALLTEL Stock Fund shall
                                    be charged to the ALLTEL Stock Fund; (C)
                                    administrative expenses of the Plan and
                                    Trust shall be charged against the ALLTEL
                                    Stock Fund to the extent directed by the
                                    Pension Investment Committee; and (D) to the
                                    extent that the Pension Investment Committee
                                    determines that current payments and
                                    disbursements from the Trust allocable to
                                    Investment Fund A will exceed the amount of
                                    assets of Investment Fund A that are not
                                    invested in the ALLTEL Stock Fund.

                           Notwithstanding the foregoing, the investment of
                           assets in Investment Fund A shall be subject to
                           limitations under ERISA and Section 401(a) of the
                           Code and regulations issued thereunder.

                  (b)      The assets of the Guaranteed Principal Investment
                           Fund shall be invested in accordance with the Trust
                           Agreement, except that notwithstanding the
                           provisions of the Trust Agreement the assets of the
                           Guaranteed Principal Fund shall be invested
                           (directly or indirectly) in certificates of
                           deposits, time deposit accounts, money market
                           funds, guaranteed investment contracts or similar
                           investments designed to protect the principal
                           invested therein.

                  The interest of each Participant or Beneficiary under the Plan
                  in Investment Fund A or in the Guaranteed Principal Investment
                  Fund, as applicable, shall be an undivided interest.

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 23rd day of
April, 1999


                                             ALLTEL CORPORATION


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