AMENDMENT NO. 6
                                    TO
                      ALLTEL CORPORATION PENSION PLAN
                        (January 1, 1994 Restatement)


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

                  WHEREAS, the Company desires further to amend the Plan;

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

                  Effective as of the close of business on December 31, 1995,
Section 10.04Q of the Plan is amended by renumbering paragraph (ii) thereof
as paragraph (iii)and adding a new paragraph (ii) to provide as follows:

        10.04Q     Deferred Vested Pension Upon Termination of Employment

              (f)  (ii)    Notwithstanding the provisions of paragraph (iii)
                           above, a former Participant eligible for a Deferred
                           Vested Benefit with respect to his SLT Benefit who
                           has not attained age 55 may elect to commence his
                           SLT Benefit as of the first day of any month
                           following his Termination of Employment as follows:

                           (1)    if he is married, in the form of Option 5 of
                                  subsection (g) of Section 11.05Q otherwise
                                  payable as of the first day of the month
                                  coincident with or next following the date
                                  the Participant would attain Normal
                                  Retirement Age (if he survived to such date)
                                  or Option 2; provided, however, that a former
                                  Participant's election of Option 5 shall be
                                  subject to the written consent of his spouse
                                  in the manner provided in subsection (b) of
                                  Section 11.04; or

                           (2)    if he is unmarried, in the form of Option 5
                                  of subsection (g) of Section 11.05Q otherwise
                                  payable as of the first day of the month
                                  coincident with or next following the date
                                  the Participant would attain Normal
                                  Retirement Age (if he survived to such date)
                                  or Option 1.

                                      24

<PAGE>

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 29th day of July 1996.


                                       ALLTEL CORPORATION


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

                                      25

<PAGE>

                                AMENDMENT NO. 7
                                     TO
                       ALLTEL CORPORATION PENSION PLAN
                          (January 1, 1994 Restatement)


                  WHEREAS, ALLTEL Corporation (the "Company") maintains the
ALLTEL Corporation Pension Plan, as amended and restated effective
January 1, 1994, and as 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, effective with respect to distributions commencing on or after
January 1, 1995, and any single sum (lump sum) payment made as of a date on or
after January 1, 1995, in the respects hereinafter set forth.

                  1.    Subsection (a) of Section 1.03 of the Plan is amended
to provide as follows:

                  (a)   Any determination of actuarial equivalence required by
                        the provisions of the Plan involving a Retirement,
                        termination or death shall be made on the basis of
                        tables prescribed from time to time by the Plan's
                        Actuary; provided, however, that:

                        (i)    With respect to a Non-Transitioned Participant
                               (as hereinafter defined):  Except as otherwise
                               provided herein, actuarial equivalence of single
                               sums and annuities shall be determined on the
                               basis of the Applicable Mortality Table and the
                               Applicable Interest Rate, except that (A)
                               actuarial equivalence of a single sum
                               distribution made as of a date prior to
                               January 1, 1997, shall be determined in
                               accordance with the Plan provisions in effect
                               on the day immediately preceding the date of
                               execution of Amendment No. 7 to ALLTEL
                               Corporation Pension Plan (January 1, 1994,
                               Restatement) if the application of this clause
                               (A) produces a larger single sum distribution;
                               and (B) a single sum distribution to a
                               Participant shall not be less than the single
                               sum distribution amount determined on the basis
                               of the GA-1951 Mortality Table projected to 1975
                               by Scale C with interest at 8% per annum based
                               on the Participant's Accrued Pension as of
                               December 31, 1996, (and based on the



                                      26

<PAGE>

                               Participant's age at the annuity starting date).

                        (ii)   With respect to a Transitioned Participant (as
                               hereinafter defined):  Except as otherwise
                               provided herein, actuarial equivalence of single
                               sums and annuities shall be determined on the
                               basis of the Applicable Mortality Table and the
                               Applicable Interest Rate, except that (A)
                               actuarial equivalence of a single sum
                               distribution made as of a date prior to the
                               first day of the first Plan Year beginning after
                               December 31, 1999, shall be determined in
                               accordance with the Plan provisions in effect on
                               the day immediately preceding the date of
                               execution of Amendment No. 7 to ALLTEL
                               Corporation Pension Plan (January 1, 1994,
                               Restatement) if the application of this clause
                               (A) produces a larger single sum distribution;
                               and (B) a single sum distribution to a
                               Participant shall not be less than the single
                               sum distribution amount determined on the basis
                               of the GA-1951 Mortality Table projected to 1975
                               by Scale C with interest at 8% per annum based
                               on the Participant's Accrued Pension as of the
                               last day of the last Plan Year ending prior to
                               January 1, 2000, (and based on the Participant's
                               age at the annuity starting date).

                        (iii)  Except as otherwise provided herein, any other
                               actuarial equivalence shall be determined on
                               the basis of the 1951 Basic Annuity Table
                               projected to 1965 by Scale C with interest at
                               5% per annum.

                        (iv)   For purposes of this subsection (a), the term
                               "Transitioned Participant" shall mean a
                               Participant who, on the earlier of the day
                               immediately preceding the date of execution of
                               Amendment No. 7 to ALLTEL Corporation Pension
                               Plan (January 1, 1994, Restatement) or the last
                               date on which he was an employee of a member of
                               the Controlled Group, was covered by a
                               collective bargaining agreement that provided
                               for his participation in the Plan, and the term
                               "Non-Transitioned Participant" shall mean any

                                       2

                                      27

<PAGE>

                               Participant who is not a Transitioned
                               Participant.

                        In making a determination under paragraphs (i) and (ii)
                        above with respect to an annuity with a deferred
                        commencement date, consideration shall not be given
                        to any benefits provided under Article XII.

                  2.    A new  Section~1.04-A  is added to the Plan to provide
as follows:

          1.04-A  Applicable Interest Rate

                  The annual rate of interest on 30-year Treasury securities
                  for the second full calendar month before the first day of
                  the Plan Year in which occurs the date as of which
                  distribution is made, as specified by the Commissioner of
                  Internal Revenue for that month in revenue rulings, notices,
                  or other guidance published in the Internal Revenue Bulletin.

                  3.    A new  Section 1.04-B  is added to the Plan to provide
as follows:

          1.04-B  Applicable Mortality Table

                  The mortality table based on the prevailing commissioners'
                  standard table, described in Section 807(d)(5)(A) of the
                  Code, used to determine reserves for group annuity contracts
                  issued on the date as of which present value is being
                  determined (without regard to any other subparagraph of
                  Section 807(d)(5) of the Code), prescribed by the
                  Commissioner of Internal Revenue in revenue rulings, notices,
                  or other guidance published in the Internal Revenue Bulletin.

                  4.    Subsection (f) of Section 11.05 of the Plan is amended
by deleting the phrase "and Section 1.27" therefrom.

                  5.    Section 11.06 of the Plan is amended to provide as
follows:

          11.06   Payment of Small Pensions

                  (a)   If the Actuarial Equivalent of a Participant's vested
                        Accrued Pension does not exceed $3,500 (or such other
                        amount as is established by the Secretary of the
                        Treasury pursuant to Section 411(a)(7)(B)(i) of the
                        Code) and did not exceed $3,500 at the time of any
                        prior distribution, the Pension shall be paid as soon
                        as reasonably practicable following the Participant's

                                       3

                                      28

<PAGE>

                        Termination of Employment in a single sum that is the
                        Actuarial Equivalent of the Participant's vested
                        Accrued Pension, provided that any such single sum
                        payment may be made with respect only to a Pension the
                        payment of which has not commenced. For purposes of
                        this Section 11.06, Actuarial Equivalent shall be
                        determined without regard to clause (B) of paragraph
                        (i) of subsection (a) of Section 1.03.

                  (b)   Notwithstanding subsection (a) of this Section 11.06,
                        with respect only to a single sum distribution made as
                        of a date prior to the first day of the first Plan Year
                        beginning after December 31, 1999, to a Transitioned
                        Participant (as defined in Section 1.03), if the
                        Actuarial Equivalent of the Participant's Vested
                        Accrued Pension determined under paragraph (ii) of
                        subsection (a) of Section 1.03 exceeds $3,500 and the
                        Actuarial Equivalent of the Participant's vested
                        Accrued Pension if determined in accordance with the
                        Plan provisions in effect on the day prior to the date
                        of execution of Amendment No. 7  to ALLTEL Corporation
                        Pension Plan (January 1, 1994 Restatement) does not
                        exceed $3,500, such Participant may elect to receive
                        such vested Accrued Pension in a single sum
                        distribution of the Actuarial Equivalent amount
                        determined under paragraph (ii) of subsection (a) of
                        Section 1.03 as soon as reasonably practicable
                        following the Transitioned Participant's Termination
                        of Employment. An election pursuant to this subsection
                        (b) shall be subject to the qualified joint and
                        survivor annuity and consent requirements applicable
                        to both married and unmarried Participants, as
                        specified in Sections 411(a)(11) and 417 of the Code
                        and the regulations thereunder, and, in the event that
                        an annuity commences in accordance with this subsection
                        (b) prior to a Transitioned Participant's Normal
                        Retirement Age, such Participant's vested Accrued
                        Pension shall be reduced for early commencement thereof
                        in accordance with Table I to Appendix S and
                        Appendix T - Early Commencement Factors for Deferred
                        Vested Pensions.

                  6.    The last sentence of subsection (g) of Section 11.05F
of Appendix F to Section 13.07 of the Plan is amended to provide as follows:

                        Actuarial equivalence for Option F shall be determined
                        by applying the definition of Actuarial Equivalent

                                       4

                                      29

<PAGE>

                        applicable under paragraph (i) of subsection (a) of
                        Section 1.03.

                  7.    Section 5 of Table A to Appendix I to Section 13.09 of
the Plan is amended to provide as follows:

                  5.    Lump Sum Restriction:

                  (a)   Except as otherwise provided in this Section 5, in
                        determining whether the lump sum Actuarial Equivalent
                        of the vested accrued portion of a Participant's
                        Retirement Benefit exceeds $3,500 as of any date, the
                        determination shall be made (1) in accordance with
                        paragraph (ii) of subsection (a) of Section 1.03 or (2)
                        on the basis of the UP-1984 Mortality Table with
                        interest at 8% per annum, whichever produces the larger
                        lump sum distribution.

                  (b)   With respect to a CPN Transitioned Participant (as
                        hereinafter defined), actuarial equivalence of a lump
                        sum distribution made as of a date prior to the first
                        day of the first Plan Year beginning after
                        December 31, 1999, shall be determined in accordance
                        with the Plan provisions in effect on the day
                        immediately preceding the date of execution of
                        Amendment No. 7 to ALLTEL Corporation Pension Plan
                        (January 1, 1994 Restatement) if the application of
                        this paragraph (b) produces a larger lump sum
                        distribution.

                  (c)   With respect only to a lump sum distribution made as
                        of a date prior to the first day of the first Plan Year
                        beginning after December 31, 1999 to a CPN Transitioned
                        Participant (as hereinafter defined), if the Actuarial
                        Equivalent of the Participant's vested Retirement
                        Benefit determined under paragraph (a) of this
                        Section 5 exceeds $3,500 and the Actuarial Equivalent
                        of the Participant's vested Retirement Benefit if
                        determined in accordance with the Plan provisions in
                        effect on the day prior to the date of execution of
                        Amendment No. 7 to ALLTEL Corporation Pension Plan
                        (January 1, 1994 Restatement) does not exceed $3,500,
                        such Participant may elect to receive such vested
                        Retirement Benefit in a lump sum distribution of the
                        Actuarial Equivalent amount determined under
                        paragraph (a) of this Section 5 as soon as reasonably
                        practicable following the CPN Transitioned
                        Participant's Termination of Employment.  An election
                                       5

                                      30

<PAGE>
                        pursuant to this subsection (b) shall be subject to the
                        qualified joint and survivor annuity and consent
                        requirements applicable to both married and unmarried
                        Participants, as specified in Sections 411(a)(11)
                        and 417 of the Code and the regulations thereunder,
                        and, in the event that an annuity commences in
                        accordance with this paragraph (b) prior to a CPN
                        Transitioned Participant's Normal Retirement Age, such
                        Participant's vested Retirement Benefit shall be
                        reduced for early commencement thereof in accordance
                        with Table I to Appendix S and Appendix T - Early
                        Commencement Factors for Deferred Vested Pensions.

                  (d)   For purposes of this Section 5, the term "CPN
                        Transitioned Participant" shall mean a Participant who
                        (i) ceased to be an employee of a member of the
                        Controlled Group prior to the date of execution of
                        Amendment No. 7 to ALLTEL Corporation Pension Plan
                        (January 1, 1994 Restatement) and (ii) on the last date
                        on which he was an employee of a member of the
                        Controlled Group was covered by a collective bargaining
                        agreement that provided for his participation in the
                        Plan under this Appendix I to Section 13.09.

                  8.    Section 1.03Q of Appendix Q to Section 13.17 of the
Plan is amended to provide as follows:

          1.03Q   "Actuarial Equivalent" with respect to any determination of
                  actuarial equivalence required by the provisions of the Plan
                  involving the SLT Benefit shall be made using the following
                  actuarial assumptions:

                  (1)   In General

                        Paragraph (2) of this Section 1.03Q shall apply to
                        lump sum distributions from the Plan with respect to
                        a Participant's SLT Benefit pursuant to Option 5 of
                        subsection (g) of Section 11.05Q of Appendix Q to 
                        Section 13.17. Paragraph (3) of this Section 1.03Q
                        shall apply for all other purposes with respect to a
                        Participant's SLT Benefit.

                  (2)   Determination of Single Sum Greater than $3,500

                        Actuarial equivalence for purposes of determining the
                        amount of a Participant's vested Accrued Pension with

                                       6

                                      31

<PAGE>

                        respect to his SLT Benefit in a form of payment to
                        which this paragraph (2) is applicable, shall be
                        determined based on:

                        (a)    the Applicable Interest Rate and the Applicable
                               Mortality Table, except that actuarial
                               equivalence of a lump sum distribution made as
                               of a date prior to January 1, 1997, shall be
                               determined in accordance with the Plan
                               provisions in effect on the day immediately
                               preceding the date of execution of Amendment
                               No. 7 to ALLTEL Corporation Pension Plan
                               (January 1, 1994 Restatement) if the application
                               of this exception produces a larger lump sum
                               distribution; or

                        (b)    the Unisex Pension Mortality Table (UP-1984
                               Table) and 6% interest;

                        whichever produces the larger lump sum distribution.

                  (3)   Other Purposes

                        Except as otherwise provided herein, actuarial
                        equivalence for other purposes under the Plan with
                        respect to a Participant's SLT Benefit shall be
                        determined using the Unisex Pension Mortality Table
                        (UP-1984 Table) and 6% interest.

                  9.    Each reference in section 13.19 of the Plan to Table
III to Appendix S and Appendix T - Factors for Small Pensions shall be changed
to a reference to Table III to Appendix S and Appendix T - Actuarial
Equivalence for Small Pensions.

                  10.   Each reference in section 13.19 of the Plan to Table
V - Determination of Actuarial Equivalence for Lump Sum Distributions (Other
than Small Pensions) and Lump Sum Factors shall be changed to a reference to
Table V - Determination of Actuarial Equivalence for Lump Sum Distributions
(Other than Small Pensions).

                  11.   Section 1.03S of Appendix S to Section 13.19 of the
Plan is amended to provide as follows:

          1.03S   Actuarial Equivalent.

                  (a)   Actuarial Equivalent means with respect to any
                        determination of actuarial equivalence required by the
                        provisions of the Plan involving the GTE Benefit shall
                        be made using the factors or actuarial assumptions set

                                       7

                                      32
<PAGE>
                        forth on Table I - Early Commencement Factors for
                        Deferred Vested Pensions, Table II - Joint and Survivor
                        Factors, Table III - Actuarial Equivalence for Small
                        Pensions, Table IV - Factors for Five-Year Certain and
                        Life Option, or Table V - Determination of Actuarial
                        Equivalence for Lump Sum Distributions (Other than
                        Small Pensions), as applicable, each of which Tables is
                        attached to this Appendix S to Section 13.19 and made
                        a part hereof.

                  (b)   With respect only to a lump sum distribution made as
                        of a date prior to January 1, 1997 pursuant to
                        paragraph (3) of subsection (g) of Section 11.06S
                        (as in effect on the day immediately preceding the date
                        of execution of Amendment No. 7 to ALLTEL Corporation
                        Pension Plan (January 1, 1994 Restatement)), actuarial
                        equivalence shall be determined in accordance with the
                        Plan provisions in effect on the day immediately
                        preceding the date of execution of Amendment No. 7 to
                        ALLTEL Corporation Pension Plan (January 1, 1994
                        Restatement) if the application of this subsection (b)
                        produces a larger lump sum distribution.

                  12.   Section 11.06S of Appendix S to Section 13.19 of the
Plan is deleted.

                  13.   Section 6 of Article VI of Appendix T to Section 13.19
of the Plan is amended to provide as follows:

                  6.    (a) The Committee shall direct a lump sum payment of
          the present value of a former Employee's Pension, provided that such
          payment does not exceed $3,500 (and did not exceed $3,500 at the
          time of any prior distribution), determined in accordance with
          Table III - Actuarial Equivalence for Small Pensions.

                        (b) Notwithstanding subsection (a), above, actuarial
          equivalence of a lump sum distribution made as of a date prior to the
          first day of the first Plan Year beginning after December 31, 1999
          shall be determined in accordance with the Plan provisions in effect
          on the day immediately preceding the date of execution of Amendment
          No. 7 to ALLTEL Corporation Pension Plan (January 1, 1994
          Restatement) if the application of this subsection (b) produces a
          larger single sum distribution.

                        (c) With respect only to a lump sum distribution made
          as of a date prior to the first day of the first Plan Year beginning
          after December 31, 1999, to a GTE Transitioned Employee (as
          hereinafter defined), if the Actuarial Equivalent of the Employee's

                                       8

                                      33

<PAGE>
          vested Pension determined under subsection (a) of this Section 6
          exceeds $3,500 and the Actuarial Equivalent of the Employee's Pension
          if determined in accordance with the Plan provisions in effect on the
          day prior to the date of execution of Amendment No. 7 to ALLTEL
          Corporation Pension Plan (January 1, 1994 Restatement) does not
          exceed $3,500, such Employee may elect to receive such vested Pension
          in a lump sum distribution of the Actuarial Equivalent amount
          determined under subsection (a) of this Section 6 as soon as
          reasonably practicable following the GTE Transitioned Employee's
          Termination of Employment.  An election pursuant to this
          subsection (c) shall be subject to the qualified joint and survivor
          annuity and consent requirements applicable to both married and
          unmarried Participants, as specified in Sections 411(a)(11) and 417
          of the Code and the regulations thereunder, and, in the event that
          an annuity commences in accordance with this subsection (b) prior
          to a GTE Transitioned Participant's Normal Retirement Age, such
          Participant's vested Pension shall be reduced for early commencement
          thereof in accordance with the appropriate factor in Table I - Early
          Commencement Factors for Deferred Vested Pensions.

                        (d) For purposes of this Section 6, the term "GTE
          Transitioned Employee" shall mean a former Employee (i) who ceased
          to be an employee of a member of the Controlled Group prior to the
          date of execution of Amendment No. 7 to ALLTEL Corporation Pension
          Plan (January 1, 1994 Restatement) and on the last date on which he
          was an employee of a member of the Controlled Group was covered by a
          collective bargaining agreement that provided for his participation
          in the Plan under this Appendix T to Section 13.19.

                        (e) Application of subsections (a), (b), and (c),
          above, shall not cause a lump sum payment to a former Employee to
          be less than the lump sum payment would have been as of
          December 31, 1986.

                  14.   Table III to Appendix S and Appendix T - Actuarial
Equivalence for Small Pensions to Section 13.19 of the Plan is amended to
provide as set forth on Schedule A hereto.

                  15.   Table V to Appendix S - Determination of Actuarial
Equivalence for Lump Sum Distributions (Other than Small Pensions) to
Section 13.19 of the Plan is amended to provide as set forth on Schedule B
hereto.

                  16.   Subsection (a) of Section 1.03W of Appendix W to
Section 13.22 of the Plan is amended to provide as follows:

                  (a)   Lump Sum Distributions Pursuant to Paragraph (8) of
                        Subsection (g) of Section 11.05W

                                       9

                                      34

<PAGE>
                        (1)    The application of

                               (A) The Applicable Mortality Table and the
                                   Applicable Interest Rate; or

                               (B) The UP-1984 Mortality Table with a 3 year
                                   setback for contingent annuitants and the
                                   Applicable Interest Rate;

                               whichever produces the larger lump sum
                               distribution.

                        (2)    Minimum Actuarial Equivalent Present Value - The
                               minimum Actuarial Equivalent present value for
                               an employee with 20 or more years of Vesting
                               Service who was a participant in the Former Plan
                               on December 31, 1983, shall be based on:

                               (A) Mortality:  1971 GAM Table for Males.

                               (B) Interest:  6%.


                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 13th day of
September, 1996.


                                     ALLTEL CORPORATION


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


                                      35
<PAGE>
                                                                  SCHEDULE A


                                   TABLE III
                                     TO
                          APPENDIX S AND APPENDIX T


                   ACTUARIAL EQUIVALENCE FOR SMALL PENSIONS


Actuarial Equivalence for small pensions shall be determined in accordance
with paragraph (i) of subsection (a) of Section 1.03 without regard to clause
(B) thereof or paragraph (ii) of subsection (a) of Section 1.03 without
regard to clause (B) thereof, as applicable.


                                      36

<PAGE>
                                                                  SCHEDULE B


                                     TABLE V
                                  TO APPENDIX S


                    DETERMINATION OF ACTUARIAL EQUIVALENCE FOR
                 LUMP SUM DISTRIBUTIONS (OTHER THAN SMALL PENSIONS)


          Actuarial equivalence of a lump sum distribution shall be determined
by the greatest of:

                        (1) for a Participant who on October 31, 1982 was a
          participant in a predecessor plan sponsored by the Company or an
          Affiliate (as defined in the Former Plan), the application of The
          Travelers Insurance Company's single premium life annuity rates, set
          forth on Travelers Insurance Company Table LHFS Department Qualified
          Individual Single Premium Immediate Annuities No Refund-Monthly
          Incomes for $1,000 for Male and Female Ages 45-70, inclusive, which
          are used to determine the cost of a single premium immediate life
          annuity during the month of the Participant's pension commencement
          date, to the Participant's portion of the GTE Benefit attributable to
          the GTE Telephone Operations Salaried Pension Plan determined as of
          October 31, 1982, assuming the Participant's age as of said date;

                        (2) the application of the 1971 Towers, Perrin, Forster
          & Crosby Forecast Mortality Table with ages set back two years and
          the six-month moving average yield of United States Treasury
          obligations with ten year maturities, as reported in the Federal
          Reserve Statistical Release or an equivalent publication of said
          Federal Reserve, with the six-month averaging period commencing 12
          months prior to the Participant's pension commencement date, to the
          Participant's GTE Benefit attributable to the GTE Telephone
          Operations Salaried Pension Plan;

                        (3) the application of the Applicable Mortality Table
          and the Applicable Interest Rate to the Participant's GTE Benefit
          attributable to the GTE Telephone Operations Salaried Pension Plan
          commencing as of the date as of which distribution is made; provided,
          however, that lump sum distributions occurring during the period
          beginning on January 1, 1995, and ending one year after the date of
          execution of Amendment No. 7 to ALLTEL Corporation Pension Plan
          (January 1, 1994 Restatement) shall be determined under this
          paragraph (3) by the application of (i) the Applicable Interest Rate
          or (ii) the annual rate of interest on 30-year Treasury securities
          in effect 90 days before the proposed distribution date, as specified
          by the Commissioner of Internal Revenue for that month in revenue
          rulings, notices, or other guidance published in the Internal Revenue
          Bulletin, whichever results in the larger distribution; or


                                      37
<PAGE>

                        (4) the application of the Applicable Mortality Table
          and the Applicable Interest Rate to the Participant's GTE Benefit
          attributable to the GTE Telephone Operations Salaried Pension Plan
          as of the date as of which distribution is made based on such benefit
          commencing as of the Participant's Normal Retirement Date; provided,
          however, that lump sum distributions occurring during the period
          beginning on January 1, 1995, and ending one year after the date of
          execution of Amendment No. 7 to ALLTEL Corporation Pension Plan
          (January 1, 1994 Restatement) shall be determined under this
          paragraph (4) by the application of (i) the Applicable Interest Rate
          or (ii) the annual rate of interest on 30-year Treasury securities in
          effect 90 days before the proposed distribution date, as specified by
          the Commissioner of Internal Revenue for that month in revenue
          rulings, notices, or other guidance published in the Internal Revenue
          Bulletin, whichever results in the larger distribution;

except that, in the event a Participant whose lump sum distribution is
determined to be greater under paragraph (1) above, fails to meet the good
health requirement established under the Former Plan, said Participant can
elect to have the good health requirement waived by electing to have his lump
sum distribution calculated under the greatest of paragraph (2), (3), or (4)
above.


                                      38