AMENDMENT NO. 6
                                      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, BE IT RESOLVED, that the Company hereby amends the
Plan in the respects hereinafter set forth:

          1.  Effective as of March 1, 1996, a new Section 13.11 of the Plan is
added to the Plan to provide as follows:

13.11  Allocation of Employer Qualified Nonelective Contributions for Certain
Transfer Employees

       (a)    Each person who

              (i)    was an active employee of Five Paces, Inc. and became an
                     Employee on March 1, 1996;

              (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 1996 Plan Year; and

              (iii)  is not  otherwise  eligible for an  allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04;

              shall receive an allocation of the Employer Qualified Nonelective
              Contribution for the 1996 Plan Year, as provided in this
              subsection (a) 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 1996 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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       (b)    Each person who

              (i)    was an active employee of Rockland Trust Company and
                     became an Employee on March 1, 1996;

              (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 1996 Plan Year; and

              (iii)  is not otherwise eligible for an allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04; shall receive an allocation
                     of the Employer Qualified Nonelective Contribution for the
                     1996 Plan Year, as provided in this subsection (b) 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 1996 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.

          2.  Effective as of March 17, 1996, Section 13.11 of the Plan is
amended by adding a new subsection (c) at the end thereof to provide as
follows:

       (c)    Each person who

              (i)    was an active employee of St. Vincent Infirmary Merical
                     Center and became an Employee on March 17, 1996;

              (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 1996 Plan Year; and

              (iii)  is not otherwise eligible for an allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04;

                     shall receive an allocation of the Employer Qualified
                     Nonelective Contribution for the 1996 Plan Year, as
                     provided in this subsection (c) 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

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<PAGE>

                     employment with the Controlled Group completed by the
                     Participant in the 1996 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.

          3.  Effective as of May 17, 1996, Section 13.11 of the Plan is
amended by adding a new subsection (d) at the end thereof to provide as
follows:

       (d)    Each person who

              (i)    was an active employee of Citizens Savings Bank and became
                     an Employee on May 17, 1996;

              (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 1996 Plan Year; and

              (iii)  is not otherwise eligible for an allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04;

              shall receive an allocation of the Employer Qualified Nonelective
              Contribution for the 1996 Plan Year, as provided in this
              subsection (d) 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 1996 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 June 1, 1996, Section 13.11 of the Plan is
amended by adding a new subsection (e) at the end thereof to provide as
follows:

       (e)    Each person who

              (i)    was an active employee of Security First Nework Bank and
                     became an Employee on June 1, 1996;

              (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 1996 Plan Year; and

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              (iii)  is not otherwise eligible for an allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04;

              shall receive an allocation of the Employer Qualified Nonelective
              Contribution for the 1996 Plan Year, as provided in this
              subsection (e) 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 1996 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.

          5.  Effective as of June 23, 1996, Section 13.11 of the Plan is
amended by adding a new subsection (f) at the end thereof to provide as
follows:

       (f)    Each person who

              (i)    was an active employee of St. Elizabeth Hospital and
                     became an Employee on June 23, 1996;

              (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 1996 Plan Year; and

              (iii)  is not otherwise eligible for an allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04;

                     shall receive an allocation of the Employer Qualified
                     Nonelective Contribution for the 1996 Plan Year, as
                     provided in this subsection (f) 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 1996 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 July 1, 1996, Section 13.11 of the Plan is
amended by adding a new subsection (g) at the end thereof to provide as
follows:

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       (g)    Each person who

              (i)    was an active employee of Regional Acceptance Corporation
                     and became an Employee on July 1, 1996;

              (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 1996 Plan Year; and

              (iii)  is not otherwise eligible for an allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04;

                     shall receive an allocation of the Employer Qualified
                     Nonelective Contribution for the 1996 Plan Year, as
                     provided in this subsection (g) 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 1996 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 September 1, 1996, Section 13.11 of the Plan is
amended by adding a new subsection (h) at the end thereof to provide as
follows:

       (h)    Each person who

              (i)    was an active employee of West Jefferson Medical Center
                     and became an Employee on September 1, 1996;

              (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 1996 Plan Year; and

              (iii)  is not otherwise eligible for an allocation of the
                     Employer Qualified Nonelective Contribution for the 1996
                     Plan Year under Section 13.04;

                     shall receive an allocation of the Employer Qualified
                     Nonelective Contribution for the 1996 Plan Year, as
                     provided in this subsection (h) 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

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<PAGE>

                     with the Controlled Group completed by the Participant in
                     the 1996 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 January 1, 1996, Section 9.04 of the Plan is
amended by adding a new subsection (i) at the end thereof to provide as
follows:

              (i)    In determining Years of Eligibility Service for an
                     Employee who was an employee of Medical Data Technologies,
                     Inc.  ("Medical  Data") immediately prior to
                     December 26,  1994, and became an Employee on
                     December  26, 1994, the Employee's period or periods of
                     employment with Medical Data prior to December 26, 1994,
                     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.


          IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
caused this Amendment to be executed on this 3rd day of February, 1997.


                                             ALLTEL CORPORATION


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

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