AMENDMENT NO. 6
                                       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.

          1.  Effective as of March 1, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (i) at the end thereof to provide as
follows:

              (i)  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 on or before the last day of the 1996
                          Plan Year; and

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

                   shall receive an allocation of Employer Contribution for
                   the 1996 Plan Year as provided in this subsection (i), 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).  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 1996
                   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
                   (i) but for his transfer of employment prior to
                   December 31, 1996, shall be deemed to be in the Region
                   including the Participants eligible under this
                   subsection (i) for the 1996 Plan Year.


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          2.  Effective as of March 1, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (j) at the end thereof to provide as
follows:

              (j)  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 on or before the last day of the 1996
                          Plan Year; and

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

                   shall receive an allocation of Employer Contribution for the
                   1996 Plan Year as provided in this subsection (j), 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).  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 1996
                   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 (j) but for his transfer of employment prior to
                   December 31, 1996, shall be deemed  to be in the Region
                   including the Participants eligible under this
                   subsection (j) for the 1996 Plan Year.

          3.  Effective as of March 17, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (k) at the end thereof to provide as
follows:

              (k)  Each person who

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

                   (ii)   met the eligibility requirements to become a
                          Participant on or before the last day of the 1996
                          Plan Year; and

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

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<PAGE>

                   shall receive an allocation of Employer Contribution for
                   the 1996 Plan Year as provided in this subsection (k), 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).  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 1996
                   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 (k) but for his
                   transfer of employment prior to December 31, 1996, shall be
                   deemed to be in the Region including the Participants
                   eligible under this subsection (k) for the 1996 Plan Year.

          4.  Effective as of May 17, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (l) at the end thereof to provide as
follows:

              (l)  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 on or before the last day of the 1996
                          Plan Year; and

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

                   shall receive an allocation of Employer Contribution for
                   the 1996 Plan Year as provided in this subsection (l), 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).  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 1996
                   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 (l) but for his
                   transfer of employment prior to December 31, 1996, shall be

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<PAGE>

                   deemed to be in the Region including the Participants
                   eligible under this subsection (l) for the 1996 Plan Year.

          5.  Effective as of June 1, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (m) at the end thereof to provide as
follows:

              (m)  Each person who

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

                   (ii)   met the eligibility requirements to become a
                          Participant on or before the last day of the 1996
                          Plan Year; and

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

                   shall receive an allocation of Employer Contribution for the
                   1996 Plan Year as provided in this subsection (m), 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).  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 1996
                   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 (m) but for his
                   transfer of employment prior to December 31, 1996, shall be
                   deemed to be in the Region including the Participants
                   eligible under this subsection (m) for the 1996 Plan Year.

          6.  Effective as of June 23, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (n) at the end thereof to provide as
follows:

              (n)  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 on or before the last day of the 1996
                          Plan Year; and

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<PAGE>

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

                   shall receive an allocation of Employer Contribution for the
                   1996 Plan Year as provided in this subsection (n), 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).  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 1996
                   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 (n) but for his
                   transfer of employment prior to December 31, 1996, shall be
                   deemed to be in the Region including the Participants
                   eligible under this subsection (n) for the 1996 Plan Year.
          7.  Effective as of July 1, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (o) at the end thereof to provide as
follows:

              (o)  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 on or before the last day of the 1996
                          Plan Year; and

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

                   shall receive an allocation of Employer Contribution for the
                   1996 Plan Year as provided in this subsection (o), 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).  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 1996
                   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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<PAGE>

                   Participation.  Notwithstanding the provisions of Section
                   13.04, any Participant who would receive an allocation of
                   Employer Contribution under this subsection (o) but for his
                   transfer of employment prior to December 31, 1996, shall be
                   deemed to be in the Region including the Participants
                   eligible under this subsection (o) for the 1996 Plan Year.

          8.  Effective as of September 1, 1996, Section 13.05 of the Plan is
amended by adding a new subsection (p) at the end thereof to provide as
follows:

              (p)  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 on or before the last day of the 1996
                          Plan Year; and

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

                   shall receive an allocation of Employer Contribution for the
                   1996 Plan Year as provided in this subsection (p), 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).  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 1996
                   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 (p) but for his
                   transfer of employment prior to December 31, 1996, shall be
                   deemed to be in the Region including the Participants
                   eligible under this subsection (p) for the 1996 Plan Year.

          9.  Effective as of the date of execution hereof, the phrase
"paragraph (b), (c), (d), (e), (f), or (g)" in subsection (a) of Section 9.04
of the Plan is deleted therefrom and the phrase "the succeeding subsections" is
substituted therefor.

         10.  Effective as of December 26, 1994, Section 9.04 of the Plan is
amended by adding a new subsection (h) at the end thereof to provide as
follows:

              (h)  In determining Years of Eligibility Service for an Employee
                   who was an employee of Medical Data Technologies, Inc.

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<PAGE>

                   ("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.

         11.  Effective as of the date of execution hereof, the phrase
"paragraph (b), (c), (d), (e), (f), (g), or (h)" in subsection (a) of Section 
9.05 of the Plan is deleted therefrom and the phrase "the succeeding
subsections" is substituted therefor.

         12.  Effective as of December 26, 1994, Section 9.05 of the Plan is
amended by adding a new subsection (i) at the end thereof to provide as
follows:

              (i)  In determining Years of Vesting 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 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.


          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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