AMENDMENT NO. 13
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)


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

                  WHEREAS, the Company desires further to amend the Plan;

                  NOW, THEREFORE, BE IT RESOLVED, that the Company hereby amends
the Plan, effective as of July 31, 1999, in the respects hereinafter set forth:

                  The Plan is amended by adding a new Section 20.07, to provide
as follows:

         20.07             Merger of 360 Communications Company Retirement
                           Savings Plan

                                    (a) Effective as of the beginning of
                           business on August 1, 1999, the 360 Communications
                           Company Retirement Savings Plan (the "360 Plan")
                           shall be merged into and made a part of the Plan, and
                           the trust fund maintained in connection with the 360
                           Plan shall be added to the assets of the Trust Fund
                           to be disposed of under the terms, conditions, and
                           provisions of the Plan and the Trust. On and after
                           August 1, 1999, except as otherwise expressly
                           provided in this Section 20.07, the general
                           provisions of the Plan shall govern with respect to
                           the interests under the 360 Plan of all persons, to
                           the extent not inconsistent with any provisions of
                           the 360 Plan that may not be eliminated under Section
                           411(d)(6) of the Code (and the regulations
                           thereunder).

                                    (b) As of August 1, 1999, Separate Accounts
                           shall be established in accordance with the
                           provisions of Section 11.08 in the name of each
                           person who as of the close of business on July 31,
                           1999 was a participant or beneficiary with an
                           interest under the 360 Plan. In addition to any
                           credits or debits to the Separate Account of the
                           persons described in the immediately preceding
                           sentence on or after August 1, 1999, in accordance
                           with the Plan's general provisions, as of the date
                           the assets of the trust fund of the 360 Plan are
                           received by the Trustee and deposited in the Trust
                           Fund there shall be credited to each such Separate
                           Account or Sub-Account, as applicable, the value of
                           such person's prior separate account or sub-account
                           of the corresponding type under the 360 Plan as
                           certified to the Plan Administrator by the plan
                           administrator of the 360 Plan.


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                                    (c) If a person who was a participant under
                           the 360 Plan incurred a forfeiture under Section 13.4
                           of the 360 Plan prior to September 11, 1998 and
                           resumes employment covered under the Plan such that
                           restoration of that forfeiture would be required
                           under the 360 Plan as in effect on July 31, 1999,
                           such forfeiture shall be restored under the Plan in
                           the same manner and under the same conditions as such
                           forfeiture would have been restored under the 360
                           Plan as in effect on July 31, 1999.

                                    (d) Notwithstanding any other provision of
                           the Plan to the contrary, any outstanding participant
                           loan under the 360 Plan shall be repaid under the
                           Plan and otherwise continue to be administered in
                           accordance with its terms and the applicable
                           provisions of the 360 Plan in effect at the time the
                           loan was granted.

                                    (e) Notwithstanding any other provision of
                           the Plan to the contrary, each beneficiary
                           designation under the 360 Plan prior to August 1,
                           1999 shall apply to the Separate Accounts or
                           Sub-Accounts established under Section 20.07(b) of
                           the Plan, unless or until the applicable Participant
                           designates a new beneficiary in which case Article
                           XVII of the Plan shall apply.

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed as of this 21st day of
July, 1999, to be effective as provided herein.


                                              ALLTEL CORPORATION



                                              By:/s/John L. Comparin
                                                 -------------------------------
                                                 Title: Sr. V.P. Human Resources
                                       2
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<PAGE>

                                AMENDMENT NO. 14
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)


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

                  WHEREAS, the Company desires further to amend the Plan;

                  NOW, THEREFORE, the Company hereby amends the Plan in the
respects hereinafter set forth:

                  1. Effective as of April 1, 1999, Section 9.04 of the Plan is
amended by adding a new subsection (v) at the end thereof to provide as follows:

         (v)      In determining  Years of  Eligibility  Service for an Employee
                  who was an  employee  of  Corporate  Solutions  International,
                  Inc.  ("CSI")  immediately  prior to April 1, 1999, and became
                  an  Employee  on April  1,  1999,  the  Employee's  period  or
                  periods  of  employment  with CSI  prior to April 1, 1999 that
                  would  have been  taken  into  account  under the Plan if such
                  period or periods of  employment  were  service  with a member
                  of  the  Controlled  Group,  shall  be  counted  as  Years  of
                  Eligibility  Service.  Notwithstanding  any other provision of
                  the  Plan,   there  shall  be  no   duplication  of  Years  of
                  Eligibility  Service  under the Plan by reason of service  (or
                  hours  of  service)  in  respect  of  any  single   period  or
                  otherwise.

                  2. Effective as of August 1, 1999, Section 13.11 of the Plan
is amended by adding a new subsection (bb) at the end of thereof to provide as
follows:

         (bb)     Each person who

         (i)      was an active employee

                  (i)      was an active employee of BancWest Corporation of
                           Honolulu, Hawaii and became an Employee on August 1,
                           1999;

                  (ii)     met the eligibility requirements to become a
                           Participant as provided in subsection (b) of Section
                           10.01 on or before the last day of the 1999 Plan
                           Year; and

                  (iii)    is not otherwise eligible for an allocation of the
                           Employer Qualified Nonelective Contribution for the
                           1999 Plan Year under Section 13.04;


                                       44
<PAGE>


                  shall receive an allocation of the Employer Qualified
                  Nonelective Contribution for the 1999 Plan Year, as provided
                  in this subsection (cc) 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 1999 Plan Year and the
                  denominator of which is three hundred sixty-five (365). Such a
                  Participant shall receive an allocation of the Employer
                  Qualified Nonelective Contribution as provided in Section
                  13.04, but without regard to the requirement that a
                  Participant have a Year of Participation.

                       3. Effective as of February 22, 1999, Article XXVIII
of the Plan is amended by addition a new section 28.03 at the end thereof to
provide as follows:

         29.03    Extension of Coverage to Certain Georgia Exchange Employees
                  -----------------------------------------------------------

                     Effective beginning February 22, 1999 and as more
                     specifically hereinafter provided, the proviso to paragraph
                     (1) of Section 1.11 shall not apply to and coverage under
                     the Plan shall be extended to a person who on or after
                     February 22, 1999 is an Employee and who on or before
                     February 22, 1999 was in the bargaining unit described in
                     National Labor Relations Board Case 10-RD-1320 (a
                     "Decertified Employee"): Effective for payroll periods
                     commencing after February 22, 1999, a Decertified Employee
                     who on or after February 22, 1999 would be an Eligible
                     Employee but for the proviso to paragraph (1) of Section
                     1.11 may elect to become an Electing Participant and to
                     have Salary Deferral Contributions made to the Plan on his
                     behalf by his Employer as provided under Article XII. For
                     purposes of the provisions of the Plan relating to the
                     Employer Qualified Nonelective Contribution for the Plan
                     Year ending December 31, 1999, the Compensation for the
                     Plan Year ending December 31, 1999 of a Decertified
                     Employee who would have been an Eligible Employee at
                     relevant times during the Plan Year ending December 31,
                     1999 but for paragraph (1) of Section 1.11 shall be
                     determined as though such Decertified Employee had been an
                     Eligible Employee at such relevant times during the Plan
                     Year ending December 31, 1999.


                                       2
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<PAGE>


                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 5th day of August,
1999.


                                              ALLTEL CORPORATION



                                              By:/s/John L. Comparin
                                                 -------------------------------
                                                 Title: Sr. V.P. Human Resources

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