ALLTEL CORPORATION

                   1998 MANAGEMENT DEFERRED COMPENSATION PLAN

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                                TABLE OF CONTENTS


                                                                            PAGE

ARTICLE I         DEFINITIONS                                                  1

         1.1.     Beneficiary                                                  1
         1.2.     Board                                                        1
         1.3.     CEO                                                          1
         1.4.     Change in Control                                            1
         1.5.     Code                                                         2
         1.6.     Compensation                                                 2
         1.7.     Compensation Committee                                       2
         1.8.     Continuing Directors                                         3
         1.9.     Controlled Group                                             3
         1.10.    Corporation                                                  3
         1.11.    Deferral Year                                                3
         1.12.    Deferred Compensation Account                                3
         1.13.    Early Retirement Date                                        4
         1.14.    Eligible Employee                                            4
         1.15.    Employee                                                     4
         1.16.    ERISA                                                        4
         1.17.    Incentive Compensation                                       4
         1.18.    Interest Rate                                                4
         1.19.    Long-Term Incentive Compensation                             5
         1.20.    Normal Retirement Date                                       5
         1.21.    Participant                                                  5
         1.22.    Person                                                       5
         1.23.    Plan                                                         5
         1.24.    Retirement                                                   5
         1.25.    Salary                                                       6
         1.26.    Subsidiary                                                   6
         1.27.    Vesting Years of Service                                     6
         1.28.    Year                                                         6

ARTICLE II        DEFERRAL                                                     7

         2.1.     Eligibility                                                  7
         2.2.     Amount Deferred                                              8
         2.3.     Deferral Election                                            8
         2.4.     Deferral Period                                              9

ARTICLE III       ACCOUNTS                                                    10

         3.1.     Deferred Compensation Accounts                              10
         3.2.     Account Adjustment (Other Than For
                    Hypothetical Interest)                                    10
         3.3.     Hypothetical Interest Credits                               11

ARTICLE IV        PAYMENT                                                     12


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         4.1.     Payment of Deferred Compensation Accounts                   12
         4.2.     Retirement                                                  12
         4.3.     Termination of Employment Other Than By Retirement          12
         4.4.     Change in Control                                           13
         4.5.     Death of Participant                                        13
         4.6.     Hardship                                                    14
         4.7.     Nature of Payment Obligation                                15
         4.8.     Legal Incompetency                                          16

ARTICLE V         ADMINISTRATION                                              16

         5.1.     Plan Administration                                         16
         5.2.     Expenses                                                    17
         5.3.     Records                                                     17
         5.4.     Communications                                              17

ARTICLE VI        MISCELLANEOUS                                               18

         6.1.     Amendments                                                  18
         6.2.     No Employment or Other Rights                               19
         6.3.     Severability                                                19
         6.4.     Nonalienation                                               19
         6.5.     Limitation of Liability                                     20
         6.6.     Construction and Governing Law                              20


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                               ALLTEL CORPORATION
                   1998 MANAGEMENT DEFERRED COMPENSATION PLAN


         ALLTEL Corporation (the "Corporation"),  hereby establishes,  effective
as of June 23, 1998,  the deferred  compensation  plan set forth  herein,  which
shall be known as the ALLTEL Corporation 1998 Management  Deferred  Compensation
Plan  (the  "Plan").  The  purpose  of the Plan is to  provide  to  certain  key
management  employees who are selected to  participate in the Plan the option of
deferring a portion of their compensation to be received from the Corporation or
other member of the Controlled Group (as hereinafter defined).


                                    ARTICLE I
                                   DEFINITIONS

         For the purposes hereof, the following words and phrases shall have the
meanings indicated:

         1.1.  "Beneficiary"  shall  mean  the  beneficiary(ies)  determined  in
accordance  with the  Plan to  receive  payment  of the  Participant's  Deferred
Compensation  Account(s) in the event of the death of the  Participant  prior to
payment to him of his Deferred Compensation Account(s).

         1.2.  "Board"  shall  mean  the Board  of Directors of the Corporation.

         1.3.  "CEO" shall mean the Chief Executive Officer of the Corporation.

         1.4.  A "Change in Control" shall mean, if subsequent to June 23, 1998:

                           (a) Any  "person,"  as  defined  in Section 13(d) and
               14(d)  of  the  Securities  Exchange Act of 1934, as amended (the
               "Exchange  Act"),   other  than  the   Corporation,  any  of  its
               subsidiaries,  or   any   employee  benefit  plan  maintained  by
               the Corporation   or  any  of  its  subsidiaries,   becomes   the
               "beneficial   owner"   (as  defined  in   Rule  13d-3  under  the
               Exchange  Act)  of  (i) 15% or more,  but no greater than 50%, of
               the  outstanding   voting   capital  stock  of  the  Corporation,
               unless  prior  thereto,  the  Continuing   Directors  approve the
               transaction  that  results in  the person becoming the beneficial
               owner  of 15% or more, but no greater than  50%, of the


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               outstanding   voting  capital stock  of  the  Corporation or (ii)
               more  than 50% of  the  outstanding  voting capital stock of  the
               Corporation,  regardless  whether  the  transaction  or  event by
               which  the  foregoing  50% level  is exceeded is approved  by the
               Continuing Directors; or

                           (b) At  any  time  Continuing   Directors  no  longer
               constitute  a  majority of  the  directors of the Corporation; or

                           (c) A   record   date  is   fixed   for   determining
               stockholders   entitled   to   vote   upon   (i)  a   merger   or
               consolidation of  the  Corporation, statutory share  exchange, or
               other similar transaction with another corporation,  partnership,
               or other entity or enterprise in which either the Corporation  is
               not the surviving or continuing  corporation or  shares of common
               stock of the Corporation are to  be converted  into or  exchanged
               for cash, securities other than common stock of  the Corporation,
               or  other   property,  (ii)  a  sale  or disposition  of  all  or
               substantially  all of the assets of the Corporation, or (iii) the
               dissolution of the Corporation; or

                           (d) The Corporation enters into an agreement with any
                  Person,   the  consummation  of  which  would  result  in  the
                  occurrence  of an event  described in clause (a),  (b), or (c)
                  above of this Section 1.4.

         1.5.  "Code" shall  mean the  Internal Revenue Code of 1986, as amended
from time to time.

         1.6.  "Compensation"  of an  Eligible  Employee  shall  mean  Incentive
Compensation,  Long-Term  Incentive  Compensation,  and Salary that, but for the
provisions  of the  Plan,  would be paid in cash (or by  check)  to an  Eligible
Employee by the Corporation or other member of the Controlled Group,  excluding,
however, any amount that, but for the provisions of the Plan, would be paid to a
person who on the date of payment is no longer an  Employee,  except  Salary for
the pay period in which the Employee's status as an Employee terminates.

         1.7.  "Compensation  Committee"    shall    mean    the    Compensation
Committee of the Board, or if at any time there is no Compensation Committee  of
the Board, the Board.

         1.8.  "Continuing   Directors"  shall  mean  that  directors  who  were
directors of the  Corporation at the beginning of the 24-month  period ending on


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the date the determination is made or whose election, or nomination for election
by the  Corporation's  stockholders,  was approved by at least a majority of the
directors  who are in office at the time of the election or  nomination  and who
either (i) were directors at the beginning of the period,  or (ii) were elected,
or nominated for  election,  by at least a majority of the directors who were in
office at the time of the  election  or  nomination  and were  directors  at the
beginning of the period.

         1.9.  "Controlled  Group"  shall mean the  Corporation  and any and all
other corporations,  trades and/or businesses or organizations, the employees of
which  together  with the  employees  of the  Corporation  are,  pursuant to the
applicable  provisions of Section 414 of the Internal Revenue Code of 1986 as in
effect  on  January  1,  1994,  treated  as if they  were  employed  by a single
employer,  but with respect only to periods  during which the  controlled  group
status  described  in Section  414 of the  Internal  Revenue  Code of 1986 as in
effect on January 1, 1994 exists.

         1.10. "Corporation"   shall   mean  ALLTEL   Corporation,   a  Delaware
corporation, and any successor to its business or assets, by operation of law or
otherwise.

         1.11. "Deferral Year" shall mean, with respect to a Participant, a Year
in which compensation is deferred in accordance with the Plan.

         1.12. "Deferred  Compensation Account" shall mean a bookkeeping account
on which the amount of Compensation  that is deferred by a Participant under the
Plan and any adjustments  thereto in accordance with the Plan shall be recorded.
A separate Deferred  Compensation Account shall be established for each Deferral
Year.

         1.13.  "Early Retirement Date" shall mean the date on which the earlier
of the  following  has  occurred  with  respect  to  the  Participant:  (1)  the
Participant is alive,  the  Participant is an employee of the Controlled  Group,


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the Participant has 20 or more Vesting Years of Service, and the last day of the
calendar month in which the Participant's fifty-fifth (55th) birthday occurs has
ended;  or (2) the  Participant is alive,  the Participant is an employee of the
Controlled  Group, the Participant has 15 or more Vesting Years of Service,  and
the last day of the calendar month in which the  Participant's  sixtieth  (60th)
birthday occurs has ended.

         1.14. "Eligible  Employee"  shall mean  an Employee  who is an Eligible
Employee for a Year as determined in accordance with Section 2.1.

         1.15. "Employee"  shall  mean any person who is a salaried  employee of
the Corporation or other member of the Controlled Group.

         1.16. "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

         1.17. "Incentive  Compensation" shall mean  the gross amount payable in
cash  (or  by  check)  under  the  ALLTEL  Corporation   Performance   Incentive
Compensation Plan, as amended from time to time, during any Year beginning after
December  31,  1998 to a  person  who on the  date  of  payment  is an  Eligible
Employee.

         1.18.  "Interest Rate" shall,  except as otherwise  provided in Section
3.3, mean a percentage equal to the "Prime Rate" as published in the first issue
(in which "Prime Rate" is published) of the Wall Street Journal during each Year
beginning after December 31, 1998, plus two hundred (200) basis points.


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         1.19. "Long-Term  Incentive  Compensation" shall  mean the gross amount
payable in cash (or by check) under the ALLTEL Corporation Long-Term Performance
Incentive  Compensation  Plan,  as  amended  from time to time,  during any Year
beginning  after  December 31, 1998 to a person who on the date of payment is an
Eligible Employee.

         1.20. "Normal  Retirement  Date" means  the date on which the following
have occurred with respect to the  Participant:  the  Participant is alive,  the
Participant  is an employee  of the  Controlled  Group,  and the last day of the
calendar month in which the Participant's sixty-fifth (65th) birthday occurs has
ended.

         1.21. "Participant" shall  mean an Eligible Employee or former Eligible
Employee who has deferred  payment of any of his compensation in accordance with
the Plan and who has not received full payment of the balance(s) of his Deferred
Compensation Account(s).

         1.22. "Person"  shall have the meaning given in Section  3(a)(9) of the
Securities  Exchange Act of 1934,  as amended from time to time, as modified and
used in  Sections  13(d) and 14(d)  thereof;  except  that,  a Person  shall not
include (a) the Corporation or any Subsidiary,  (b) a trustee or other fiduciary
holding  securities  under an employee  benefit plan of the  Corporation  or any
Subsidiary,  or (c) an underwriter temporarily holding securities pursuant to an
offering of such securities.

         1.23. "Plan"  shall  mean  the  deferred  compensation  plan set  forth
herein,  together with all amendments hereto,  which shall be called the "ALLTEL
Corporation 1998 Management Deferred Compensation Plan".

         1.24. "Retirement"  shall  mean that the Participant is alive and is no
longer an employee  of any member of the  Controlled  Group on a date  occurring
after the Participant's  Normal Retirement Date or after the Participant's Early
Retirement Date.


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         1.25. "Salary" shall mean the gross base salary of an Eligible Employee
payable  in cash  (or by  check)  by the  Corporation  or  other  member  of the
Controlled Group during any Year beginning after December 31, 1998.

         1.26. "Subsidiary"  shall  mean  any  corporation  or other  entity  or
enterprise, whether incorporated or unincorporated, of which at least a majority
of the securities or other interests having by their terms ordinary voting power
to elect a  majority  of the  board  of  directors  or  others  serving  similar
functions  with respect to such  corporation  or other entity or  enterprise  is
owned by the  Corporation or other entity or enterprise of which the Corporation
directly or indirectly owns securities or other interests  having all the voting
power.

         1.27. "Vesting  Years  of  Service"  shall  mean,  with  respect  to  a
Participant,  (a) for periods  prior to January 1, 1989,  each  "Vesting Year of
Service"  with which he was  credited on December 31,  1988,  if any,  under the
ALLTEL Corporation  Pension Plan (January 1, 1985 Restatement),  as in effect on
December 31, 1988,  and (b) for periods  after  December 31, 1988,  each Year in
which the Participant completes at least 1,000 hours of service with an employer
that is a member  of the  Controlled  Group  (including  only  hours of  service
completed  while the employer  was a member of the  Controlled  Group).  For the
purpose of this  definition,  hours of service shall be determined in accordance
with   Department   of   Labor   Regulations    Sections    2530.200b-2(a)   and
2530.200b-3(e)(1)(iv) as in effect on January 1, 1994.

         1.28. "Year" shall mean the calendar year.


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                                   ARTICLE II
                                    DEFERRAL

         2.1.  Eligibility.  It  is the  intent  of the  Corporation  to  extend
eligibility  for the Plan only to those Employees who comprise a select group of
management or highly compensated employees,  such that the Plan will qualify for
treatment as "top hat" plan under ERISA.  The CEO shall be an Eligible  Employee
for each Year that begins after December 31, 1998.  Eligible  Employees for each
Year that begins after  December 31,  1998,  other than the CEO,  shall be those
Employees  designated  in writing not later than August 15th of the  immediately
preceding  Year by the CEO in his sole and absolute  discretion  but taking into
account the limitation set forth in the immediately preceding sentence. Eligible
Employees for any given Year,  other than the CEO,  shall be notified in writing
of their  eligibility  by the  Corporation  not later than  September 1st of the
immediately  preceding Year.  Notwithstanding  the foregoing,  if a person first
becomes an Employee after August 15, 1998:

         (a)   The  CEO may  in  writing  designate that Employee as an Eligible
               Employee  for  the  Year  in which he becomes an Employee  within
               thirty (30) days after he becomes an Employee;

         (b)   If  the  person  becomes an  Employee  between  August  16th  and
               December  31st  (inclusive)  of  a  Year,  the CEO may in writing
               designate   that  Employee  as  an  Eligible  Employee   for  the
               immediately   succeeding  Year  within thirty (30) days after the
               person becomes an Employee; and

         (c)   The   Corporation  shall  notify  the  Eligible  Employee of  his
               eligibility   within  ten (10) days  after his  designation as an
               Eligible Employee.

No  Employee  shall have the right to be  designated  by the CEO as an  Eligible
Employee,  and no Employee who has been  designated as an Eligible  Employee for
any Year shall have the right to be  designated  as  Eligible  Employee  for any
future Year. An Eligible Employee for a given Year shall be entitled to elect to


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defer the payment of a portion of his  Compensation  for that Year in accordance
with Section 2.2.

         2.2.  Amount Deferred. An Eligible  Employee for a given Year may elect
to defer up to fifty percent (50%) of each of Incentive Compensation,  Long-Term
Incentive  Compensation,  and Salary for that Year in minimum  increments of one
percent (1%) thereof;  in no event,  however,  shall the amount thereof deferred
exceed the amount thereof that constitutes Compensation.

         2.3.  Deferral Election. Eligible  Employees shall make their elections
under the Plan with respect to deferral of Salary not later than  December  15th
of the Year immediately  preceding the Deferral Year.  Eligible  Employees shall
make their  elections  under the Plan with  respect  to  deferral  of  Incentive
Compensation and Long-Term Incentive  Compensation not later than September 30th
of the  Year  immediately  preceding  the  Deferral  Year.  Notwithstanding  the
foregoing:

         (a)   In  the  case  of  a  person  who first becomes an Employee after
               August 15, 1998,  and  is  designated  by  the CEO as an Eligible
               Employee for  the Year in  which  he  becomes  an Employee within
               thirty (30)  days  after  he  becomes an  Employee,  the Eligible
               Employee may make an election with respect to deferral  of Salary
               for  the  current  Year   attributable  to   services   performed
               subsequent to  his election not later than thirty (30) days after
               becoming an Eligible Employee;

         (b)   In  the  case  of  a  person who  first becomes an Employee after
               August 15,  1998,  becomes  an  Employee  between August 16th and
               December 31st (inclusive) of the Year,  and  is designated by the
               CEO as an Eligible Employee for the  immediately  succeeding Year
               within thirty (30) days after the person becomes an Employee, the
               Eligible  Employee  may make an election with respect to deferral
               of  Salary for  the  immediately  succeeding Year attributable to
               services performed subsequent to his election not later  than the
               later of thirty (30) days after becoming an  Eligible Employee or
               December  15th  of  the  Year immediately  preceding the Deferral
               Year; and


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         (c)   In  the  case of  a  person  who first  becomes an Employee after
               August 15,  1998,  becomes  an  Employee  between August 16th and
               December 31st (inclusive) of the Year, and is  designated  by the
               CEO as an Eligible Employee  for the immediately succeeding  Year
               within thirty (30) days after the person becomes an Employee, the
               Eligible Employee may make elections with respect to  deferral of
               Incentive Compensation and Long-Term Incentive Compensation   not
               later  than  the  later  of  thirty (30) days  after  becoming an
               Eligible   Employee  or  December 31st  of  the  Year immediately
               preceding the Deferral Year.

All deferral elections shall be made by the Eligible Employee  delivering to the
Corporation a properly  executed,  written "Deferral  Election Form" in the form
prescribed  from time to time by the  Corporation,  which  shall be  irrevocable
after delivery to the Corporation, and on which the following elections shall be
made:
         (a)   The percentage  of each  eligible component of Compensation to be
               deferred  for  the  Year  in  accordance  with  Section 2.2;  and

         (b)   The  deferral  period  in   the   event  of   the   Participant's
               Retirement in accordance with Section 2.4.

Each Deferral  Election Form for a Deferral Year shall require that the deferral
period in the event of the  Participant's  Retirement in accordance with Section
2.4 shall be the same with respect to each eligible component of Compensation to
be  deferred  for the  Year in  accordance  with  Section  2.2.  The  amount  of
Compensation (if any) elected to be deferred by a Participant under the Plan for
a  Deferral  Year  shall  not be  paid to or  otherwise  made  available  to the
Participant,   his  Beneficiary,  or  any  other  person  claiming  through  the
Participant other than as set forth in the Plan.

         2.4.  Deferral   Period.   The  date  for   payment  of  his   Deferred
Compensation  Account for a Deferral  Year in the case of his  Retirement  to be
elected by an Eligible  Employee shall be the first business day of any calendar


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month, other than January, that begins after the calendar month that immediately
follows the calendar month in which occurs the Participant's Retirement and that
is not later than the one hundred  twentieth (120th) calendar month ending after
the calendar month in which occurs the Participant's Retirement, except that the
Eligible Employee may elect that in the event of his death after his Retirement,
the date for payment of the Deferred  Compensation  Account shall be the earlier
of either:  (a) the date on which the Deferred  Compensation  Account would have
been paid to the  Participant  but for his  death,  provided  the  Participant's
Beneficiary is not the  Participant's  estate,  or, if later,  within sixty (60)
days  following  receipt by the  Corporation  of  evidence  satisfactory  to the
Corporation of the Participant's  death and any other information  deemed by the
Corporation  necessary  or  desirable  in order  to  effectuate  payment  of the
Deferred Compensation Account to the Participant's Beneficiary; or (b) the first
business day of any calendar month, other than January, following receipt by the
Corporation of evidence  satisfactory  to the  Corporation of the  Participant's
death and any other information deemed by the Corporation necessary or desirable
in order to  effectuate  payment  of the  Deferred  Compensation  Account to the
Participant's  Beneficiary.  The date for  payment of a  Participant's  Deferred
Compensation  Account(s) in any case in which the Participant's  Retirement does
not occur shall be determined under Article IV.

                                   ARTICLE III
                                    ACCOUNTS

         3.1.  Deferred Compensation Accounts.  The Corporation shall  establish
and  maintain  for each Participant a  Deferred Compensation  Account  for  each
Deferral Year.

         3.2.  Account Adjustment  (Other Than For Hypothetical  Interest).  The
amount of Compensation  (if any) deferred by a Participant  under the Plan for a
Deferral  Year shall be credited  to the  Deferred  Compensation  Account of the
Participant  for  that  Deferral  Year on the  date  the  Compensation  deferred


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otherwise would have been paid to the  Participant.  Each Deferred  Compensation
Account  shall be debited to reflect  any  payment of all or any  portion of the
balance thereof under Article IV as of the date the payment thereof occurs.  For
such  purpose,  payment shall be deemed to occur as of the date on which payment
is transmitted to the payee in accordance with the terms of the Plan.

         3.3.  Hypothetical Interest Credits.  As  of  the close of  business on
each December  31st  occurring  prior to the full  payment thereof as  specified
by Article IV,  each  Deferred  Compensation  Account shall  be credited with an
amount equal  to the product  of: (a) the balance of  the  Deferred Compensation
Account as of the close of business on that December  31st; and (b) the Interest
Rate for the immediately succeeding Year.  As of the close  of  business  on the
day  immediately  preceding  the  date  as  of which    payment  of  a  Deferred
Compensation  Account  occurs  under  Section 4.2,  Section 4.3, Section 4.4, or
Section 4.5 (but not Section 4.6),  the Deferred  Compensation  Account shall be
credited  with  an amount  equal  to the  product  of: (a)  the  balance  of the
Deferred  Compensation Account as of  the close of business on that day; (b) the
Interest  Rate for the Year during which the payment occurs; and (c) a fraction,
the numerator of which is the number of days that have elapsed subsequent to the
immediately  preceding  December  31st  through (and  including)  the  date that
payment  occurs,  and  the  denominator  of  which  is 365.  For purposes of the
immediately preceding sentence,  payment shall be deemed to occur as of the date
on which payment is  transmitted  to the payee in  accordance  with the terms of
the Plan.   If  the  Interest  Rate  described  in  Section  1.18  is  no longer
published,  or the basis on which the Interest Rate described in Section 1.18 is
changed  significantly  as  determined by  the  Compensation  Committee  in  its
sole  and absolute  discretion, the Compensation  Committee shall timely, in its
sole and absolute discretion but in good faith,  determine  by  written action a


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<PAGE>

substitute  interest rate  reasonably comparable to the Interest Rate  described
in Section 1.18,  which  prospectively shall  be used as the "Interest Rate" for
purposes of the Plan. If any substitute  interest  rate is no longer  published,
or the  basis on which  the  substitute interest rate is  changed  significantly
as determined by the Compensation Committee in its sole and absolute discretion,
the Compensation Committee shall timely,  in  its sole and  absolute  discretion
but in good faith,  determine by written action another substitute interest rate
reasonably comparable to the substitute interest rate, which prospectively shall
be used as the "Interest Rate" for the purposes of the Plan.

                                   ARTICLE IV
                                     PAYMENT

         4.1.  Payment of Deferred  Compensation  Accounts . The balance of each
Deferred  Compensation  Account (as  determined in accordance  with Article III)
shall be paid by the Corporation in a lump sum by check drawn on the Corporation
to the Participant or the Participant's Beneficiary at the earliest time (and as
otherwise) provided in this Article IV.

         4.2.  Retirement.  Except as otherwise  provided in Section 4.5, in the
case of the Participant's Retirement,  the balance of the Participant's Deferred
Compensation  Account shall be paid to the  Participant  in accordance  with the
Participant's Deferral Election Form for that Deferred Compensation Account
under Section 2.3.

         4.3.  Termination  of Employment  Other Than By  Retirement.  Except as
otherwise  provided in Section 4.5, if Participant is no longer  employed by any
member of the Controlled Group for any reason other than Retirement, the balance
of  the  Participant's  Deferred  Compensation  Account  shall  be  paid  to the
Participant  within sixty (60) calendar days after the  Participant is no longer
employed by any member of the Controlled Group.


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         4.4.  Change in Control . Except as otherwise  provided in Section 4.5,
the balance of the Participant's  Deferred Compensation Account shall be paid to
the  Participant,  as soon as practicable,  but not later than thirty (30) days,
following the date on which a Change in Control occurs.

         4.5.  Death of Participant . In the event of the death of a Participant
after Retirement,  any unpaid balance of the Participant's Deferred Compensation
Account shall be paid to the  Participant's  Beneficiary in accordance  with the
Participant's  Deferral  Election  Form for that Deferred  Compensation  Account
under Section 2.3. In the event of the death of a Participant before Retirement,
the balance of the Participant's  Deferred Compensation Account shall be paid to
the  Participant's  Beneficiary  within  sixty  (60)  calendar  days  after  the
Participant's  date of  death,  or if  later  as soon as  practicable  following
receipt by the  Corporation of evidence  satisfactory  to the Corporation of the
Participant's  death  and  any  other  information  deemed  by  the  Corporation
necessary  and  desirable in order to  effectuate  payment of the balance of the
Deferred Compensation Account to the Participant's Beneficiary.  In the event of
the death of a  Participant  after the  occurrence  of a Change of Control,  any
unpaid balance of the Participant's  Deferred Compensation Account shall be paid
to the  Participant's  Beneficiary  within  sixty (60)  calendar  days after the
Participant's  date of  death,  or if  later  as soon as  practicable  following
receipt by the  Corporation of evidence  satisfactory  to the Corporation of the
Participant's  death  and  any  other  information  deemed  by  the  Corporation
necessary  and  desirable in order to  effectuate  payment of the balance of the
Deferred Compensation Account to the Participant's Beneficiary. Each Participant
may  designate  a  Beneficiary,  which  designation  shall  apply  to all of the
Participant's  Deferred Compensation  Accounts. All designations shall be signed
by the Participant, and shall be in such form as prescribed from time to time by
the  Corporation.   If  so  prescribed  by  the  Corporation,   the  Beneficiary


                                      -13-
                                       42
<PAGE>

designation  form may allow the designation of multiple  beneficiaries  and/or a
successor  beneficiary or successor  beneficiaries.  Each  designation  shall be
effective  only when  properly  executed  and  delivered to the  Corporation  in
accordance with Section 5.4. A  Participant's  Beneficiary may be changed by the
Participant  without  the  consent of any other  person at any time prior to the
Participant's  death by proper  execution and delivery by the Participant to the
Corporation  in  accordance  with Section 5.4 of a new  Beneficiary  designation
form. The properly executed Beneficiary designation on file with the Corporation
at the time of the Participant's  death that bears the latest date shall govern,
and any Beneficiary  designation received thereafter shall be disregarded.  If a
Participant  does not designate a Beneficiary or for any reason such designation
is  ineffective,  or  if  no  person  designated  as  Beneficiary  survives  the
Participant,  the Participant's  Beneficiary shall be the Participant's  estate,
and the balance of the Participant's  Deferred Compensation  Account(s) shall be
paid to the Participant's  estate in a lump sum within sixty (60) days after the
appointment  of an  executor  or  administrator.  In the event of the death of a
person  designated  as a  Participant's  Beneficiary  after  the  death  of  the
Participant,  the amount that would have been paid to the  deceased  Beneficiary
shall be paid to the deceased Beneficiary's estate in a lump sum sixty (60) days
after the appointment of an executor or administrator.

         4.6.  Hardship.   The  Compensation  Committee  may,  in its  sole  and
absolute  discretion,  accelerate the payment of all or a portion of the balance
of a Participant's  Deferred Compensation Account to the Participant,  or to the
Participant's  Beneficiary if the  Participant  is deceased,  in the event of an
"unforeseeable  emergency" of the Participant or Beneficiary.  An "unforeseeable
emergency" of a Participant or Beneficiary shall mean an unanticipated emergency


                                      -14-
                                       43
<PAGE>

that is caused by an event beyond the control of the  Participant or Beneficiary
and that would result in severe financial  hardship to the individual if payment
were not  permitted.  The  amount of the  balance of any  Deferred  Compensation
Account that the  Compensation  Committee  determines to pay to a Participant or
Beneficiary  under this Section 4.6 shall be limited to the amount  necessary to
meet the "unforeseeable emergency." Payment shall be made under this Section 4.6
only upon written application by the Participant or Beneficiary therefor,  which
written  application  shall be in such form as the Compensation  Committee shall
prescribe from time to time and shall contain such  appropriate  evidence as the
Compensation  Committee shall require evidencing the "unforeseeable  emergency."
The   Compensation   Committee  shall  determine   whether  any  Participant  or
Beneficiary that makes  application under this Section 4.6 has an "unforeseeable
emergency" in its sole and absolute discretion.

         4.7.  Nature  of  Payment  Obligation.  The Plan  shall  create  only a
contractual  obligation on the part of the Corporation to make payments (subject
to tax and other  withholding  required by law) when due in accordance  with the
Plan out of the general assets of the Corporation. No Participant,  Beneficiary,
or other party  claiming  under the Plan shall have any interest in any specific
asset of the  Corporation.  To the extent that any party  acquires  the right to
receive  payments  under the Plan,  such right shall be equivalent to that of an
unsecured  general creditor of the  Corporation.  The Corporation may, but shall
not be  obligated  to,  maintain one or more trusts for the purpose of providing
for  payments  under the Plan.  Any such  trust or trusts  may be  revocable  or
irrevocable,  but the  assets  thereof  shall be  subject  to the  claims of the
Corporation's  general  creditors.  To the extent that any amounts payable under
the Plan are actually paid from any such trust,  the  Corporation  shall have no
further  obligation  with respect  thereto,  but to the extent not so paid, such
amounts shall remain the obligation of, and shall be paid by, the Corporation.


                                      -15-
                                       44

<PAGE>

         4.8.  Legal  Incompetency.  Notwithstanding  any other provision of the
Plan, the Corporation  may, in its discretion,  make or cause to be made payment
either directly to an incompetent or disabled person to whom any payment is owed
under the Plan,  or to the  guardian  of such  person,  or to the person  having
custody of such person, without further liability for the amount of such payment
on the part of the  Corporation  or any  other  person  to the  person  on whose
account such payment is made.

                                    ARTICLE V
                                 ADMINISTRATION

         5.1.  Plan Administration. The Corporation shall be responsible for the
general  administration  of the Plan and for carrying out the provisions  hereof
and shall be the "plan  administrator"  for purposes of ERISA.  The  Corporation
shall have all such powers as may be  necessary to carry out the  provisions  of
the Plan, including the power to determine all questions relating to eligibility
for and the  amount in each  Deferred  Compensation  Account  and all  questions
pertaining to claims for benefits and  procedures  for claim review;  to resolve
all  other  questions  arising  under  the  Plan,  including  any  questions  of
construction and any factual determinations;  and to take such further action as
the  Corporation  shall deem  advisable in the  administration  of the Plan. The
Corporation  shall have full and  complete  discretion  in the  exercise  of its
powers of  administration  of the Plan,  and the actions taken and the decisions
made by the  Corporation  under  the Plan  shall be final and  binding  upon all
interested  parties.  In accordance with the provisions of Section 503 of ERISA,
the  Corporation  shall provide a procedure for handling  claims under the Plan.
Such procedure shall be in accordance with  regulations  issued by the Secretary
of Labor and shall provide adequate written notice within a reasonable period of
time with respect to the denial of any claim as well as a reasonable opportunity


                                      -16-
                                       45
<PAGE>

for a  full  and  fair  review  by  the  Corporation  of any  such  denial.  The
Corporation  shall  prepare and hand deliver or mail by first class mail to each
Participant  by March 1 of each Year, a statement  of his Deferred  Compensation
Account(s). The Corporation may retain auditors,  accountants, legal counsel and
actuarial  counsel selected by it. Any person authorized to act on behalf of the
Corporation  may act in any such capacity,  and any such auditors,  accountants,
legal counsel and actuarial  counsel may be persons acting in a similar capacity
for one or more members of the  Controlled  Group and may be employees of one or
more  members  of  the  Controlled  Group.  The  opinion  of any  such  auditor,
accountant,  legal  counsel  or  actuarial  counsel  shall be full and  complete
authority and protection in respect to any action taken,  suffered or omitted by
any person  authorized to act on behalf of the  Corporation in good faith and in
accordance with such opinion.

         5.2.  Expenses.  The Corporation  shall pay all expenses incurred by it
in the administration of the Plan.

         5.3.  Records.  The  Corporation  shall  keep such  records as shall be
proper,  necessary  or  desirable  to  effectuate  the  purposes  of  the  Plan,
including,  without in any manner  limiting  the  generality  of the  foregoing,
records and information  with respect to  Participants,  dates of employment and
determinations made hereunder.

         5.4.  Communications.   Any   notice,  filing  or  other  communication
required or permitted to be given to the Corporation  under  the  Plan  shall be
hand delivered, or  sent by  registered  or certified mail to Corporation at the
address set forth below  or to  such other address as the  Corporation  may have


                                      -17-
                                       46
<PAGE>

furnished  to an Eligible  Employee,  Participant,  or Beneficiary in writing in
accordance with the Plan:

                  ALLTEL Corporation
                  One Allied Drive
                  Little Rock, Arkansas 72202
                  Attention: Chief Executive Officer

Except as  provided  in Section  5.1 with  respect to  account  statements,  any
notice, filing, other communication or payment required or permitted to be given
or made to an Eligible  Employee,  Participant,  or  Beneficiary  under the Plan
shall be hand delivered, or sent by registered or certified mail to the Eligible
Employee,  Participant,  or Beneficiary.  A notice,  filing,  communication,  or
payment mailed to an Eligible Employee,  Participant, or Beneficiary shall be to
such  address  as is given in the  records of the  Corporation  or to such other
address as the Eligible Employee, Participant, or Beneficiary may have furnished
to the  Corporation  in  writing  in  accordance  with the Plan.  Notices to the
Corporation  shall  be  deemed  given  as of the date of hand  delivery  or,  if
properly  mailed,  as of the date of  actual  receipt.  Notices  to an  Eligible
Employee,  Participant,  or Beneficiary  shall be deemed given as of the date of
hand  delivery or, if properly  mailed,  as of the date shown on the postmark on
the receipt for registration or  certification,  except that notice of change of
address shall be effective only upon actual receipt.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1.  Amendments.  The Board from time to time may amend,  suspend,  or
terminate,  in whole  or in  part,  any or all of the  provisions  of the  Plan,
effective as of any date  specified  in the action by the Board,  except that no
such action that  adversely  affects any benefit  under the Plan  applicable  to
Compensation  deferred  prior  to the  date of such  amendment,  suspension,  or


                                      -18-
                                       47
<PAGE>

termination   shall  be  effective  with  respect  to  a  Participant,   or  the
Participant's  Beneficiary if the  Participant is deceased,  unless the affected
Participant or Beneficiary  consents in writing thereto. Any action of the Board
amending,  suspending,  or terminating  the Plan shall be set forth in a written
resolution  of the Board.  The  Corporation  shall furnish a copy of the written
resolution  to  each  Participant,  or  the  Participant's  Beneficiary  if  the
Participant  is  deceased,  affected  thereby as soon as  practicable  after the
adoption of the resolution.

         6.2.  No  Employment  or Other  Rights.  Neither the  establishment  or
maintenance  of the Plan nor the  status of a person as an  employee,  Employee,
Eligible  Employee,  or a  Participant  shall  give any  person  any right to be
retained  in  the  employ  of  any  member  of  the  Controlled  Group;  and  no
Participant,  Beneficiary,  or person  claiming  under or through a  Participant
shall have any right or interest in any benefit  under the Plan unless and until
the terms, conditions and provisions of the Plan affecting the Participant shall
been satisfied.  The provisions of the Plan shall not be construed as giving any
person, firm or entity any legal or equitable right as against any member of the
Controlled  Group,  their  officers,  employees,  or directors,  except any such
rights as are specifically  provided for in the Plan or are hereafter created in
accordance with the terms and provisions of the Plan.

         6.3.  Severability.    The  invalidity  and   unenforceability  of  any
particular  provision of the Plan shall not affect any other  provision  hereof,
and  the  Plan  shall  be  construed  in all  respects  as if  such  invalid  or
unenforceable provision were omitted herefrom.

         6.4. Nonalienation . The right of any Participant,  Beneficiary, or any
person  claiming  under or through a  Participant  to any benefit or any payment
under the Plan shall not be subject in any manner to  attachment  or other legal
process for the debts of the Participant,  Beneficiary, or other person; and the


                                      -19-
                                       48
<PAGE>

same  shall  not  be  subject  to  anticipation,   alienation,  sale,  transfer,
assignment or encumbrance.

         6.5.  Limitation of Liability.  No member of the Board or  Compensation
Committee and no officer,  employee, or director of any member of the Controlled
Group  shall  be  liable  to any  person  for any  action  taken or  omitted  in
connection  with the Plan,  nor shall any member of the  Controlled  Group other
than the  Corporation  be liable to any person for any such action or  omission,
and the sole  liability of the  Corporation  under the Plan shall be to make the
payments  provided for under the Plan when due. No person shall,  because of the
Plan,  acquire any right to an accounting or to examine the books or the affairs
of the Corporation or any other member of the Controlled  Group.  Nothing in the
Plan shall be construed to create any trust or fiduciary relationship.

         6.6.  Construction  and  Governing  Law.   Words  used  herein  in  the
masculine  gender  shall  be  construed  to  include  the feminine  gender where
appropriate  and  the words  used  herein  in  the  singular or plural  shall be
construed as being  in  the plural or singular  where  appropriate.  Article and
Section titles are for convenience of reference only and shall not be considered
in construing the provisions of the Plan. The Plan shall be construed, enforced,
and administered and the validity  thereof determined in accordance with the law
of  the  State of Delaware, to  the  extent that applicable federal law does not
apply to the Plan.

         IN WITNESS  WHEREOF,  ALLTEL  CORPORATION  has  caused  this Plan to be
executed this 24 day of June, 1998.
              --
                                              ALLTEL CORPORATION


                                              By:    /s/ Scott Ford
                                                 -------------------------------

                                              Title:  President and COO
                                                    ----------------------------


                                      -20-
                                       49