AMENDMENT NO. 8
                                       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, the Company hereby amends the Plan in the respects
hereinafter set forth.

         1.  Effective as of August 9, 1997, Section 9.04 of the Plan is
amended by adding a new subsection (m) at the end thereof to provide as
follows:

    (m)  In determining Years of Eligibility Service for an Employee who was
         an employee of CSC Intelicom, Inc. ("CSC") immediately prior to
         August 9, 1997, and became an Employee on August 9, 1997, the
         Employee's period or periods of employment with CSC prior to
         August 9, 1997 that would have been taken into account under the Plan
         if such period or periods of employment were service with a member of
         the Controlled Group, shall be counted as Years of Eligibility
         Service.  Notwithstanding any other provision of the Plan, there shall
         be no duplication of Years of Eligibility Service under the Plan by
         reason of service (or hours of service) in respect of any single
         period or otherwise.

         2.  Effective as of January 3, 1998, Section 9.04 of the Plan is
amended by adding a new subsection (n) at the end thereof to provide as
follows:

    (n)  In determining Years of Eligibility Service for an Employee who was
         an employee of CSC Intelicom, Inc. ("CSC") immediately prior to
         January 3, 1998, and became an Employee on January 3, 1998, the
         Employee's period or periods of employment with CSC prior to
         January 3, 1998 that would have been taken into account under the
         Plan if such period or periods of employment were service with a
         member of the Controlled Group, shall be counted as Years of
         Eligibility Service.  Notwithstanding any other provision of the Plan,
         there shall be no duplication of Years of Eligibility Service under
         the Plan by reason of service (or hours of service) in respect of any
         single period or otherwise.

         3.  Effective as of August 9, 1997, Section 9.05 of the Plan is
amended by adding a new subsection (n) at the end thereof to provide as
follows:

    (n)  In determining Years of Vesting Service for an Employee who was an
         employee of CSC Intelicom, Inc. ("CSC") immediately prior to

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         August 9, 1997, and became an Employee on August 9, 1997, the
         Employee's period or periods of employment with CSC prior to
         August 9, 1997, that would have been taken into account under the Plan
         if such period or periods of employment were service with a member of
         the Controlled Group, shall be counted as Years of Vesting Service.
         Notwithstanding any other provision of the Plan, there shall be no
         duplication of Years of Vesting Service under the Plan by reason of
         service (or hours of service) in respect of any single period or
         otherwise.

         4.  Effective as of January 3, 1998, Section 9.05 of the Plan is
amended by adding a new subsection (o) at the end thereof to provide as
follows:

    (o)  In determining Years of Vesting Service for an Employee who was an
         employee of CSC Intelicom, Inc. ("CSC") immediately prior to
         January 3, 1998, and became an Employee on January 3, 1998, the
         Employee's period or periods of employment with CSC prior to
         January 3, 1998, that would have been taken into account under the
         Plan if such period or periods of employment were service with a
         member of the Controlled Group, shall be counted as Years of Vesting
         Service.  Notwithstanding any other provision of the Plan, there shall
         be no duplication of Years of Vesting Service under the Plan by
         reason of service (or hours of service) in respect of any single
         period or otherwise.

         5.  Effective as of January 19, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (q) at the end thereof to provide as
follows:

    (q)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on or
                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (q), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of

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         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (q) but for his transfer of employment prior to
         December 31, 1997, shall be deemed to be in the Region including the
         Participants eligible under this subsection (q) for the 1997 Plan
         Year.

         6.  Effective as of January 31, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (r) at the end thereof to provide as
follows:

    (r)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on
                 or before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (r), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (r) but for his transfer of employment prior
         to December 31, 1997, shall be deemed to be in the Region including
         the Participants eligible under this subsection (r) for the 1997 Plan
         Year.

         7.  Effective as of March 1, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (s) at the end thereof to provide as
follows:

    (s)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on or

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<PAGE>
                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (s), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (s) but for his transfer of employment prior to
         December 31, 1997, shall be deemed to be in the Region including the
         Participants eligible under this subsection (s) for the 1997 Plan
         Year.

         8.  Effective as of April 1, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (t) at the end thereof to provide as
follows:

    (t)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on or
                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (t), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of

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                                       29
<PAGE>
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (t) but for his transfer of employment prior
         to December 31, 1997, shall be deemed to be in the Region including
         the Participants eligible under this subsection (t) for the 1997 Plan
         Year.

         9.  Effective as of August 9, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (u) at the end thereof to provide as
follows:

    (u)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on or
                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (u), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (u) but for his transfer of employment prior
         to December 31, 1997, shall be deemed to be in the Region including
         the Participants eligible under this subsection (u) for the 1997 Plan
         Year.

         10. Effective as of September 15, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (v) at the end thereof to provide as
follows:

    (v)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on or

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<PAGE>

                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (v), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (v) but for his transfer of employment prior
         to December 31, 1997, shall be deemed to be in the Region including
         the Participants eligible under this subsection (v) for the 1997 Plan
         Year.

         11. Effective as of September 16, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (w) at the end thereof to provide as
follows:

    (w)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on or
                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (w), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but

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         without regard to the requirement that a Participant have a Year of
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (w) but for his transfer of employment prior
         to December 31, 1997, shall be deemed to be in the Region including
         the Participants eligible under this subsection (w) for the 1997 Plan
         Year.

         12. Effective as of October 1, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (x) at the end thereof to provide as
follows:

    (x)  Each person who

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

         (ii)    met the eligibility requirements to become a Participant on or
                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (x), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (x) but for his transfer of employment prior to
         December 31, 1997, shall be deemed to be in the Region including the
         Participants eligible under this subsection (x) for the 1997 Plan
         Year.

         13.  Effective as of October 20, 1997, Section 13.05 of the Plan is
amended by adding a new subsection (y) at the end thereof to provide as
follows:

    (y)  Each person who

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

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         (ii)    met the eligibility requirements to become a Participant on or
                 before the last day of the 1997 Plan Year; and

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

         shall receive an allocation of Employer Contribution for the 1997 Plan
         Year as provided in this subsection (y), if the Participant is
         credited with at least such number of Hours of Service as the number
         determined by multiplying 1,000 by a fraction the numerator of which
         is the number of days of employment with the Controlled Group
         completed by the Participant in the 1997 Plan Year and the denominator
         of which is three hundred sixty-five (365).  Subject to the last
         sentence of Section 13.01, the portion of Employer Contribution
         assigned to the Region including such Participants shall be specified
         on the Schedule for the 1997 Plan Year and shall be allocated among
         the Participants in such Region as provided in Section 13.04, but
         without regard to the requirement that a Participant have a Year of
         Participation.  Notwithstanding the provisions of Section 13.04, any
         Participant who would receive an allocation of Employer Contribution
         under this subsection (y) but for his transfer of employment prior
         to December 31, 1997, shall be deemed to be in the Region including
         the Participants eligible under this subsection (y) for the 1997 Plan
         Year.

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


                                  ALLTEL CORPORATION


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

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