<PAGE>
                                                                   EXHIBIT 10.37

Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.

                               NINTH AMENDMENT TO
                            MASTER SERVICES AGREEMENT

      This Ninth Amendment ("Amendment") is effective as of July 1, 2004 (the
"Ninth Amendment Effective Date") and amends and supplements that certain Master
Services Agreement dated as of December 9, 1999 (the "Agreement") by and between
Valor Telecommunications Enterprises, LLC (formerly known as dba Communications,
LLC), a Delaware limited liability company ("Client") and ALLTEL Communications,
Inc., an Arkansas corporation (the successor to ALLTEL Information Services,
Inc.) ("ALLTEL") (each a "Party" and collectively, the "Parties").

      NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, and other good and valuable considerations, the Parties agree
as follows:

1.    Term. The definition of "Expiration Date" as set forth in Section 1.1 (h)
of the Agreement is hereby replaced in its entirety with the following:

      "(h)  "Expiration Date" shall mean December 31, 2008."

2,    Access Line Charges. Section 2.1 of Exhibit E is hereby replaced in its
entirety with the following:

      "2.1  ACCESS LINE CHARGES.

      (a)   For each month during the Term, Client shall pay ALLTEL an amount
      (the "Access Line Charges" or "ALCs") equal to the greater of:

            (i)   the Minimum Monthly ALC (as determined in accordance with
      subsection (b) below), or

            (ii)  the actual number of Access Lines processed by ALLTEL
      multiplied by the applicable per Access Line Charge in subsection (c)
      below.

            For purposes of (ii) of this subsection (a), the actual number of
      Access Lines processed shall be determined as of the end of the month
      based on the Customer Access Line and Equipment Report generated through
      CAMS. In the event Client desires to utilize the ALLTEL System to bill its
      customers for services offered by Client without a corresponding Client
      Access Line which is billed through CAMS (e.g., out-of-territory ISP
      services, directory listings, directory advertising, etc.) (a "Non-Access
      Line Account"), Client shall so advise ALLTEL and ALLTEL will provide a
      proposal to

                                       1
<PAGE>


      Client to provide such Non-Access Line Account services, which proposal
      shall include any one-time and on-going charges of ALLTEL for such
      services. In the event Client desires to accept ALLTEL's proposal, the
      terms and conditions of such Non-Access Line Account services shall be
      reflected in an amendment to the Agreement. There shall be no additional
      Access Line Charges for services (such as ISP services, directory
      listings, directory advertising, etc.) associated with an Access Line. In
      addition, notwithstanding the foregoing, there shall be no additional
      Access Line Charges to continue utilizing the ALLTEL System to bill for
      Non-Access Line Account services that are being billed using the ALLTEL
      System as of the Ninth Amendment Effective Date; provided the number of
      Non-Access Line Accounts billed in this manner does not exceed [*****]% of
      the greater of the Minimum Number of Access Lines or the number of Access
      Lines then being processed by ALLTEL (however, if Client exceeds this
      threshold without agreeing on a rate per Non-Access Line Account for
      Non-Access Line Accounts services, Client shall pay $[*****] per
      Non-Access Line Account for such services until a revised rate is agreed
      upon).

      (b)   The "Minimum Monthly ALC" for the applicable month shall be as set
      forth in the following table:

<TABLE>
<CAPTION>
                                    MINIMUM NUMBER OF   MINIMUM MONTHLY
       APPLICABLE MONTH                ACCESS LINES          ALC
       ----------------                ------------     ---------------
<S>                                 <C>                 <C>
   June, 2004 - December, 2004          [*****]          $[*****]
January, 2005 - December, 2005          [*****]          $[*****]
January, 2006 - December, 2006          [*****]          $[*****]
January, 2007 - December, 2007          [*****]          $[*****]
January, 2008 - December, 2008          [*****]          $[*****]
</TABLE>

      (c)   The applicable Access Line Charge for purposes of item (ii) of
      subsection (a) of this Section 2.1 above shall be as follows:

            (i)   for Access Lines up to [*****] in any month, the applicable
      per Access Line Charge shall be as follows:

                  (A)   for Access Lines processed in 2004, $[*****] per Access
                        Line;

                  (B)   for Access Lines processed in 2005, $[*****] per Access
                        Line;

                  (C)   for Access Lines processed in 2006, $[*****] per Access
                        Line;

                  (D)   for Access Lines processed in 2007, $[*****] per Access
                        Line;

                  (E)   for Access Lines processed in 2008, $[*****] per Access
                        Line;

            (ii)  for Access Lines in excess of [*****] in any month during the
                  Term of this Agreement, the incremental per Access Line Charge
                  shall be $[*****] per Access Line.

            For example, if in July, 2006, ALLTEL processes [*****] Access Lines
      for Client, the monthly Access Line Charge would be the greater of (A)
      $[*****] (which is

                                       2
      *****[CONFIDENTIAL]
<PAGE>

      the Minimum Monthly ALC for July, 2006) or (B) $[*****] (which is the
      sum of (i) [*****] times $[*****] and (ii) [*****] times $[*****] for the
      [*****] Access Lines in excess of [*****]).

            (iii) The Access Line Charges shall continue to be adjusted for COLA
      pursuant to Section 8.1 of Exhibit E of the Agreement as amended by
      Section 6.1(b) of the Seventh Amendment to the Agreement.

            (iv)  All invoices issued by ALLTEL after the Ninth Amendment
      Effective Date for Services rendered prior to the Ninth Amendment
      Effective Date shall be at the charges set forth in this Section 2.

      (d)   ALLTEL shall invoice Client for Access Line Charges monthly, one
      month in arrears.

3.    Credits. ALLTEL shall provide Client with a credit of $[*****]. [*****]
Such credit shall beapplied by Client against the invoiced charges of ALLTEL in
December, 2004 (which invoice is for Services rendered by ALLTEL in
November, 2004).

4.    Conversion Matters.

      (a)   Kerrville Conversion.

            (i)   On or before March 31, 2005, Client shall Convert all of the
Client Access Lines known as the "Kerrville Access Lines" to the ALLTEL System,
and upon such Conversion, ALLTEL shall provide the Services with respect to such
Access Lines. For purposes of this Agreement, the "ALLTEL System" shall be the
ALLTEL Software and the ALLTEL-Provided Third Party Software used by ALLTEL to
provide the Managed Operations Services.

            (ii)  ALLTEL shall provide the Conversion Services with respect to
the Conversion of the Kerrville Access Lines as set forth in Part I of Schedule
A (ALLTEL Conversion Roles and Responsibilities).

            (iii) Client acknowledges a Conversion project plan must be
finalized and agreed to by the Parties on or before September 1, 2004, and that
Client must perform the tasks assigned to Client in such plan in a timely and
complete manner in order for the Conversion of the Kerrville Access Lines to the
ALLTEL System to be achieved by March 31, 2005.

            (iv)  Client shall pay ALLTEL $[*****] for each Kerrville Access
Line Converted to the ALLTEL System. Such amount shall be paid [*****].

                                       3
****[CONFIDENTIAL]
<PAGE>

In the event there are outstanding Class A Incidents relating to such
Conversion, the payment due upon completion shall be paid by Client upon
resolution of such Class A Incidents.

      (b)   Conversion of Acquired Properties. In addition to the Conversion of
the Kerrville Access Lines, ALLTEL shall provide Conversion Services requested
by Client subject to the following:

            (i)   For purposes of this Agreement, the "Conversion Services"
provided by ALLTEL shall be the services, functions and responsibilities
described in Part I of Schedule A (ALLTEL Conversion Roles and
Responsibilities). Unless otherwise agreed, Client shall retain all other
conversion responsibilities.

            (ii)  The minimum number of Access Lines to be Converted to the
ALLTEL System in any single Conversion shall be [*****] Access Lines.

            (iii) ALLTEL shall not be required to Convert properties with more
than [*****] more than [*****] times in a twelve (12) month period.

            (iv)  Conversions must be separated by not less than [*****];
provided that, if Client desires to do a Conversion more frequently, ALLTEL
shall use its reasonable best efforts to accommodate such request and the
Parties shall, to the extent necessary, negotiate in good faith and agree upon
revised pricing for such Conversion.

            (v)   ALLTEL charges for Conversion Services shall be as follows:

                  (A)   for Conversion of properties with more than [*****]
Access Lines, but less than [*****] Access Lines, [*****] per Access Line;

                  (B)   for Conversion of properties of [*****] Access Lines,
[*****] per Access Line; and

                  (C)   notwithstanding (A) or (B) above, if the number of
Access Lines for which ALLTEL is providing Services prior to such Conversion is
less than the then Minimum Number of Access Lines as set forth in the table in
Section 2.1(b) above and the number of Access Lines after such Conversion is
less than [*****], then the charges shall be [*****] per Access Line for all
Access Lines up to the then Minimum Number of Access Lines as set forth in the
table in Section 2.1(b) above, and the charges for any Access Lines Converted to
the ALLTEL System in excess of the then Minimum Number of Access Lines as set
forth in the table in Section 2.1(b) above shall be governed by (A) or (B), as
applicable. If the number of Access Lines after the Conversion is [*****], then
this subsection (C) shall not apply to those

                                       4

****[CONFIDENTIAL]
<PAGE>

Access Lines below the then Minimum Number of Access Lines as set forth in the
table in Section 2.1(b) above, and the charges for such Conversion services
shall be governed by (A) or (B), as applicable.

            (vi)  ALLTEL's charges for conversion services shall be paid
[*****]. In the event there are outstanding Class A Incidents relating to such
Conversion, the payment due upon completion shall be paid by Client upon
resolution of such Class A Incidents.

            (vii) In the event ALLTEL Converts Access Lines to the ALLTEL System
after March 31, 2006, ALLTEL shall accrue Conversion charges equal to [*****]
per Access Line Converted less the applicable charge under subsection (v) paid
by Client (the "Accrued Conversion Charges"). The Accrued Conversion Charges
shall be [*****]. In the event this
Agreement is terminated for any reason prior to the Expiration Date, Client
shall pay the [*****].

      (c)   Deconversion. In the event Client converts access lines off of the
ALLTEL System (a "Deconversion"). ALLTEL shall provide Deconversion Services
requested by Client subject to the following:

            (i)   For purposes of this Agreement, the "Deconversion Services"
are those services, functions and responsibilities described in Part II of
Schedule A. Unless otherwise agreed, Client shall retain all other Deconversion
responsibilities.

            (ii)  In the event the Deconversion is upon expiration or
termination of this Agreement, ALLTEL's charges for such Deconversion Services
shall be [*****] if the number of Access Lines is [*****], and [*****] if the
number of Access Lines is [*****].

            (iii) In the event the Deconversion is only a reduction in the
number of Access Lines of Client to be processed by ALLTEL, ALLTEL's charges for
such Deconversion Services shall be $[*****] per Access Line deconverted, with
such charges [*****].

            (iv)  In the event the Deconversion is part of a transaction (or
series of transactions) pursuant to which Access Lines will be converted to the
ALLTEL Systems in conjunction with the Deconversion of Access Lines, ALLTEL's
charges shall be as follows:

                                       5

***** [CONFIDENTIAL]
<PAGE>

                  (A)   for Access Lines Converted to the ALLTEL System, the
applicable charges for Conversion Services set forth in Section 4(b);

                  (B)   in the event the number of Access Lines converted to the
ALLTEL System is equal to or greater than the number of Access Lines Deconverted
from the ALLTEL System, [*****]; and

                  (C)   in the event the number of Access Lines Converted to the
ALLTEL System is less than the number of Access Lines Deconverted from the
ALLTEL System, in addition to the charge for Converted Access Lines [*****].

5.    Termination Matters.

      (a)   Section 19.5 (Termination for Convenience by Client) is hereby
replaced in its entirety with the following:

      "19.5 TERMINATION FOR CONVENIENCE BY CLIENT. Provided that Client is then
            current on all payments of the Access Line Charges portion of the
            Service Fees due and owing to ALLTEL with no portion of such Access
            Line Charges in dispute or in escrow under Section 3.2(b) of the
            Agreement, Client may unilaterally elect to terminate the Agreement
            for convenience effective as of any time after September 30, 2007
            upon satisfaction of all of the following conditions:

            (a)   Client shall notify ALLTEL in writing ("Early Termination
                  Notice") of its intention to terminate the Agreement for
                  convenience at least nine (9) months prior to the proposed
                  early termination date. The date on which Client delivers the
                  Early Termination Notice shall be the "Termination Election
                  Date". Client and ALLTEL shall then begin performing their
                  respective transition obligations under Sections 19.6 and
                  19.7.

            (b)   Client shall pay to ALLTEL, in accordance with the payment
                  schedule in Section 19.5(c), the (i) unpaid portion of the
                  Service Fees constituting Access Line Charges, whether in
                  dispute or escrow or not, then due and owing to ALLTEL under
                  this Agreement, (ii) unpaid and undisputed portion of the
                  remaining Service Fees (not constituting Access Line Charges)
                  and other charges then due and owing to ALLTEL under this
                  Agreement, (iii) the unamortized Accrued Conversion Charges
                  (as defined in Section 4(b) above), if any, and, (iv) an early
                  termination fee equal to [*****].

                                       6

***** [CONFIDENTIAL]
<PAGE>

            (c)   Client shall pay to ALLTEL all of the amounts calculated under
                  subsections 19.5(b)(i) through (iv) within thirty (30) Days
                  before the Termination Completion Date. The Parties agree to
                  use commercially reasonable efforts to resolve all disputes
                  prior to the date that is thirty (30) Days before the
                  Termination Completion Date. If, however, there exists any
                  dispute involving the non-Access Line Charges portion of the
                  Service Fees that has not been resolved prior to the thirtieth
                  (30th) Day before the Termination Completion Date, or if a new
                  dispute occurs after the date that is thirty Days before the
                  Termination Completion Date, then both Parties agree to work
                  together to expeditiously resolve all such disputes in
                  accordance with Section 3.2 of the Agreement in as soon of a
                  time frame as is reasonably practicable. It is the intent of
                  the Parties that there shall exist no disputes or escrow
                  arrangements between the Parties as of the Termination
                  Completion Date.

            (d)   Notwithstanding delivery of an Early Termination Notice or
                  payment of fees due in accordance with this Section 19.5,
                  Client shall make all payments due and payable to ALLTEL for
                  Services rendered pursuant to this Agreement until the
                  Termination Completion Date."

      (b)   Section 19.9 (Termination for Change in Control) is deleted in its
      entirety.

6.    Service Level Agreements. Exhibit F (Service Level Measurements) of the
Agreement is replaced in its entirety with Schedule B of this Ninth Amendment.

7.    ALLTEL LEC Enhancements.

      (a)   ALLTEL shall make available to Client all prior and future
enhancements to the ALLTEL System for use by Client pursuant to the terms of
this Agreement. ALLTEL shall make such enhancements available to Client at no
additional cost, except as provided in this Section 7. Client shall be
responsible for the cost of implementation of such enhancements, including any
modification or retrofitting of the enhancements. At the request of Client,
ALLTEL will implement such enhancements as designated by Client using the
resources of the Variable Staff (as prioritized by Client) or at the applicable
Spot Rates for such services.

      (b)   Attached hereto as Schedule C is a list of System Enhancement
Requests (SERs) which have been requested and approved by Client. Such SERs
shall be completed by ALLTEL, and paid for by Client; provided that, for those
SERs on Exhibit C that are designated as a joint project with ALLTEL, Client
shall only be required to pay its portion of the development and implementation
costs for such SERs.

8.    ALLTEL Account Manager. Pursuant to Section 9.1 of the Agreement, Client
hereby approves Brian Tapp as the ALLTEL Account Manager.

9.    Meetings. Section 9.6 of the Agreement is replaced in its entirety with
the following:

                                       7
<PAGE>

      "9.6  Meetings. During the Term of this Agreement, the parties shall
conduct the meetings set forth below. The ALLTEL Account Manager, or his
designee, shall attend (whether in person or by phone) all meetings:

      (a)   Bi-weekly review meetings between ALLTEL and Client designated
representatives / teams, covering all aspects of operational and development
initiatives underway.

      (b)   Monthly review meetings between ALLTEL and Client designated
representatives, to review monthly performance against Service Levels as
detailed Exhibit F.

      (c)   Quarterly meetings at senior executive levels between ALLTEL and
Client designated representatives, to review performance, relationship, and
strategic aspects of this engagement.

      (d)   Quarterly visits by Client designated technical / business team (not
to exceed 5 people) to hosting data center or other relevant ALLTEL operations
teams for structured interactions with ALLTEL team(s). Such visits shall be at
Client's expense.

      (e)   Semi-annual review by Client / presentation by ALLTEL of product
roadmap-including functional and technical aspects of the product portfolio
supporting Client's business operations.

10.   Section 22.2 of the Agreement (Assignment) is replaced in its entirety as
      follows:

      "22.2 ASSIGNMENT.

      (a)   Except as provided in Section 22.2 (b) and (d), ALLTEL shall not
            assign, delegate, or otherwise convey or transfer (the "Assignment")
            its rights, interests or obligations under this Agreement to any
            person or entity without the prior written consent of Client, which
            Client may withhold in its sole discretion. Except as provided in
            Section 22.2(b) and (c), Client shall not assign, delegate, or
            otherwise convey or transfer (the "Assignment") its rights,
            interests or obligations under this Agreement to any person or
            entity without the prior written consent of ALLTEL.

      (b)   Either party may assign, delegate, or otherwise convey or transfer
            its rights, interests or obligations under this Agreement to an
            Affiliate which expressly assumes such party's obligations and
            responsibilities hereunder; provided, that the assigning party shall
            remain fully liable for and shall not be relieved from the full
            performance of all obligations under this Agreement. Any party
            assigning its rights or obligations to an Affiliate in accordance
            with this Agreement shall, within one (1) business Day after such
            assignment, provide written notice thereof to the other party,
            together with a copy of the assignment document.

                                       8
<PAGE>

      (c)   Client may assign its rights or obligations under this Agreement to
            a non-Affiliate entity acquiring, directly or indirectly, control of
            Client, a non-Affiliate entity into which Client is merged, or a
            non-Affiliate entity acquiring all or substantially all of Client's
            assets (a "Client Change of Control"), without the approval of
            ALLTEL, provided such acquisition or merger does not materially
            change the nature of the Services under this Agreement. If Client
            undergoes a Client Change in Control, Client shall, within one (1)
            business Day after the effective date of such change, provide
            written notice thereof to ALLTEL. The acquirer or surviving entity
            shall agree in writing to be bound by the terms and conditions of
            this Agreement.

      (d)   ALLTEL may assign its rights or obligations under this Agreement to
            a non-Affiliate entity acquiring, directly or indirectly, control
            of ALLTEL Corporation (the corporate parent of ALLTEL), a
            non-Affiliate entity into which ALLTEL Corporation is merged, or a
            non-Affiliate entity acquiring all or substantially all of the
            assets of ALLTEL Corporation (an "ALLTEL Change of Control"),
            without the approval of Client, provided such acquisition or merger
            does not materially change the nature of the Services under this
            Agreement. If ALLTEL Corporation undergoes an ALLTEL Change in
            Control, ALLTEL shall, within one (1) business Day after the
            effective date of such change, provide written notice thereof to the
            other party. The acquirer or surviving entity shall agree in writing
            to be bound by the terms and conditions of this Agreement.

      (e)   Except as provided in Section 22.2(d), ALLTEL shall not assign its
            rights or obligations under this Agreement to a non-Affiliate entity
            acquiring, directly or indirectly, control of ALLTEL or an ALLTEL
            Affiliate to which this Agreement has been assigned, a non-Affiliate
            entity into which ALLTEL or an ALLTEL Affiliate to which this
            Agreement has been assigned is merged, or a non-Affiliate entity
            acquiring all or substantially all of the assets of ALLTEL or an
            ALLTEL Affiliate to which this Agreement has been assigned, without
            the approval of Client, which Client may withhold in its sole
            discretion.

      (f)   All obligations and duties of any party under this Agreement shall
            be binding on all successors in interest and permitted assigns of
            such party.

      (g)   If the other party consents to the Assignment, the proposed assignee
            or transferee shall, upon completion of the Assignment,
            automatically succeed to the corresponding rights, interests, and
            obligations of the assigning and transferring party and shall be a
            successor of such party for purposes of this Agreement."

11.   Miscellaneous.

      (a)   Defined Terms. All capitalized terms not otherwise defined in this
Ninth Amendment shall have the same meaning set forth in the Agreement.

                                       9
<PAGE>

      (b)   Continuing Effect. Except as herein expressly amended, the Agreement
as previously amended is ratified, confirmed and remains in full force and
effect.

      (c)   Future References. All references to the Agreement shall mean as
such Agreement is amended hereby and as each may in the future be amended,
restated, supplemented or modified from time to time.

      (d)   Counterparts. This Ninth Amendment may be executed by the Parties
hereto individually or in combination, in one or more counterparts, each of
which will be an original and all of which will constitute one and the same
agreement.

      IN WITNESS WHEREOF, the Parties hereto have caused this Ninth Amendment as
of the Ninth Amendment Effective Date by their duly authorized representatives.

ALLTEL COMMUNICATIONS, INC.            VALOR TELECOMMUNICATIONS
                                       ENTERPRISES, LLC

By: /s/ Jeffrey H. Fox                 By: /s/ John J.(Jack) Mueller
    ---------------------------            --------------------------
Name: Jeffrey H. Fox                   Name: John J.(Jack) Mueller
Title: Group President                 Title: President & CEO

                                       10
<PAGE>

                                   SCHEDULE A

          ALLTEL CONVERSION AND DECONVERSION ROLES AND RESPONSIBILITIES

Part I - Conversion Roles and Responsibilities

ALLTEL roles and responsibilities with respect to any Conversion to be provided
as set forth in Section 4 of the Ninth Amendment shall be as set forth in Part I
of this Exhibit A. ALLTEL will:

(a)   Have overall Conversion project responsibility for information technology
related to the ALLTEL System, including project planning and management,
conversion program design, project support services, testing, exit planning and
implementation;

(b)   Execute unit, system and integration testing of the ALLTEL System and
interfaces;

(c)   Map, develop and test conversion programs and source / target systems
data, including writing programs to support those Conversions which are
automated. Conversion of data will be done in an automated fashion provided that
ALLTEL may, in its reasonable discretion and at no additional charge, Convert
data in a non-automated manner;

(d)   Conduct mock conversion testing;

(e)   Support Client acceptance testing;

(f)   Provide a test environment for all testing phases and provide resources to
answer questions regarding how the ALLTEL System functions;

(g)   Implement conversion data to production environment;

(h)   Communicate with Client regarding conversion process, including project
status reporting;

(i)   Participate in the development of business rules to be used for data
mapping and verifying data translations;

(j)   To the extent possible, synchronize data with data received from source
system;

(k)   Provide an hour-by-hour implementation plan for the final 24 hours of
conversion;

(1)   Perform to mutually agreed Conversion service level metrics;

                                      A-1
<PAGE>

(m)   Provide functional documentation related to ALLTEL System changes made to
support the Conversion;

(n)   Identify and reasonably assist Client-controlled configuration changes;

(o)   Cooperate with the source company on Conversion timelines and
deliverables;

(p)   Load data received from the source company. Data fallout, and supporting
information, will be provided to Client for required action;

(q)   Execute on conversion data supplied by Client;

(r)   Accommodate third-party services and interfaces that are currently
supported by ALLTEL (e.g., LIDB, CARE, etc.);

(s)   Provide modifications to support trickle feeds;

(t)   Provide bill formatting that is supported by output processing center;

(u)   Provide modifications to existing reports to support segregated and/or
combined reporting for the acquired properties/companies as defined by Client;

(v)   Provide load balancing of newly acquired lines across the existing bill
cycles;

(w)   Provide post conversion on-site support for [*****] days after each
conversion;

(x)   Participate with Valor on gap analysis between source and target systems;
provided that, for purposes of clarification, the charges described in Section
4(b) of this Ninth Amendment do not include development efforts to close the
functional gaps between the source system and the ALLTEL System;

(y)   Provide prompt post-conversion correction of errors and deficiencies; and

(z)   Provide post-conversion monitoring of the production environment.

Part II - Deconversion Roles and Responsibilities

ALLTEL roles and responsibilities with respect to any Deconversion to be
provided as set forth in Section 4 of the Ninth Amendment shall be as set forth
in Part II of this Exhibit A. ALLTEL will:

(a)   Have deconversion project responsibility for information technology
      related to the ALLTEL System, including project planning and management,
      conversion program design, project support services, testing, exit
      planning and implementation;

                                       A-2

***** [CONFIDENTIAL]
<PAGE>

(b)   Where applicable, participate in and execute the testing of areas for
      which ALLTEL has a role or responsibility;

(c)   Map, develop and test data extraction programs;

(d)   Participate in data mapping and conversion design activities with Client
      and target company;

(e)   Participate in the development and execution of mock deconversion testing;

(f)   Support Client acceptance testing in areas for which ALLTEL has a role or
      responsibility;

(g)   Provide resources to answer questions regarding the ALLTEL System
      functionality;

(h)   Deliver data extracts for production loading;

(i)   Communicate with Client regarding deconversion process, including project
      status reporting;

(j)   Participate in the development of business rules to be used for data
      mapping and verifying data translations;

(k)   Provide an hour-by-hour implementation plan for the final 24 hours of
      deconversion;

(1)   Perform Deconversion Services to mutually agreed standards for timeliness,
      accuracy and completeness;

(m)   Cooperate with the target company on deconversion timelines and
      deliverables;

(n)   Assist in resolving data fallout, and providing supporting information to
      Client for required action during the testing phase;

(o)   Provide support for [*****] days after deconversion; and

(p)   Provide prompt post-deconversion correction of ALLTEL errors.

                                       A-3

***** [CONFIDENTIAL]
<PAGE>

                                   SCHEDULE B

                           Service Level Measurements

Exhibit F (Service Level Measurements) of the Agreement is replaced in its
entirety with the following:

                                    EXHIBIT F

                           SERVICE LEVEL MEASUREMENTS

1.    GENERAL PROVISIONS.

      1.1   GENERAL. Subject to Section 1.5 below, ALLTEL will perform the
            Services in accordance with this Exhibit F. Unless otherwise agreed
            or specified, ALLTEL's performance of the Service Levels shall be
            measured and reported each month for the period beginning on the
            first calendar Day of a month and ending on the final calendar Day
            of such Month (the "Measurement Period").

      1.2   REPORTING. Unless otherwise specifically provided, no later than the
            twelfth (12th) business Day of each month during the Term, ALLTEL
            shall provide, in electronic format, results and supporting
            documentation to verify ALLTEL's actual performance ("Actual
            Performance") for each Service Level for the previous Measurement
            Period.

      1.3   DEFINITIONS.

            "ACCESS LINE CHARGES" means the total monthly Access Line Charges
            invoiced by ALLTEL in any calendar month as provided in Section 2.1
            of Exhibit C.

            "ACTUAL PERFORMANCE" shall have the meaning set forth in Section 1.2
            of this Exhibit F.

            "ACTUAL UPTIME" means, of the Critical Uptime, the aggregate number
            of minutes in any Measurement Period during which each System (and,
            if applicable, each Database for each System) is actually available
            for use by Client. A System or Database is not available for use if
            (A) (i) any major functionality of the System or Database is not
            available for use by Client or (ii) the performance of the System or
            Database is materially degraded, and (B) this has a material adverse
            impact on Client's ability to conduct its business in a commercially
            reasonable manner.

            "AT RISK AMOUNT" means [*****] of the Access Line Charges for the
            applicable month.

                                       B-1

***** [CONFIDENTIAL]
<PAGE>

            "AVAILABILITY" means Actual Uptime divided by Critical Uptime
            expressed as a percentage.

            "CREDIT PERCENTAGE" means the Service Level Credit percentage
            designated for each Service Level.

            "CRITICAL UPTIME" means the aggregate number of minutes during the
            specified period in any month during which the System or Database
            described in Section 2.1 is scheduled to be available and measured.

            "MEASUREMENT PERIOD" shall have the meaning set forth in Section 1.1
            above.

            "RESOLUTION TIME" means the elapsed time from the time a problem is
            detected by or reported to ALLTEL to the time the problem is
            Resolved, as defined in Section 2.9(c) below.

            "RESPONSE TIME" means the internal elapsed host response time in
            seconds from the entry of a System command within the host to the
            successful completion of the applicable transaction within the host.

            "ROOT CAUSE ANALYSIS" means the formal process to be used by ALLTEL
            to diagnose the underlying cause of problems so that corrective
            action can be taken that will prevent repeat failures. ALLTEL shall
            implement a Root Cause Analysis as specified in Section 1.4.

            "SERVICE LEVEL" means the level of performance set forth in Section
            2 below which a Service Level Failure shall be deemed to occur.

            "SERVICE LEVEL CHANGE PROPOSAL" shall have the meaning set forth in
            Section 1.8 of this Exhibit F.

            "SERVICE LEVEL CREDIT" shall have the meaning set forth in Section
            1.7(a) of this Exhibit F.

            "SERVICE LEVEL FAILURE(s)" means performing below the Service Level
            as defined in Section 2 below.

      1.4   RESPONSE TO SERVICE LEVEL FAILURES. In the event of a Class A
            Incident or a Service Level Failure (unless such Service Level
            Failure is subject to an exclusion in Section 1.5), ALLTEL will
            promptly investigate and correct such Class A Incident or Service
            Level Failure by:

            (a)   promptly investigating and reporting on the causes of the
                  problem;

                                       B-2
<PAGE>

            (b)   promptly reporting problems to Client in accordance with the
                  current escalation process in place between ALLTEL and Client;

            (c)   conducting a Root Cause Analysis of such failure and reporting
                  the results of such Root Cause Analysis to Client within
                  [*****];

            (d)   correcting the problem as soon as practicable (if within
                  ALLTEL's area of responsibility under the Agreement) or
                  cooperating in the correction of the problem if ALLTEL does
                  not have responsibility for the cause of the problem or the
                  problem is outside of ALLTEL's area of responsibility under
                  the Agreement;

            (e)   advising Client of the status of remedial efforts being
                  undertaken with respect to such problem;

            (f)   demonstrating to Client's reasonable satisfaction that the
                  causes of such problem have been or will be corrected and the
                  likelihood of reoccurrence has been minimized; and

            (g)   taking all commercially reasonable action to prevent any
                  recurrence of such problem.

      1.5   EXCLUSIONS. ALLTEL may exclude from the determination of its Actual
            Performance with respect to any and all applicable Service Levels
            the period of time for which any of the conditions set forth below
            (collectively, "Exclusions") affect ALLTEL's ability to meet such
            Service Levels.

            (a)   Problems resulting from components (hardware, software,
                  network, maintenance) for which ALLTEL is not operationally
                  responsible;

            (b)   Client's reprioritization of tasks to be performed by ALLTEL
                  (provided that, if Client has given ALLTEL reasonable advance
                  notice of such reprioritization, ALLTEL has notified Client in
                  advance in writing that such reprioritization will cause
                  ALLTEL to miss such Service Level); or

            (c)   Circumstances that excuse performance in connection with a
                  Force Majeure Event as specified in the Agreement.

      1.6   MEASURING TOOLS. ALLTEL will select and use monitoring tools
            reasonably determined by ALLTEL to measure the Service Levels.
            Client may review the monitoring tools selected by ALLTEL, and may
            advise ALLTEL if Client believes the selected tool(s) is not
            sufficient to measure and report ALLTEL's performance against the
            Service Levels. If the tool(s) selected by ALLTEL is not sufficient
            to measure and report valid performance data, ALLTEL shall promptly
            correct or replace such monitoring tools at no additional cost to
            Client. If Client asks

                                      B-3

***** [CONFIDENTIAL]
<PAGE>

            ALLTEL to use a new or different monitoring tool for any other
            reason, ALLTEL will comply with Client's request so long as such
            request does not require ALLTEL to incur any out-of-pocket expense
            or to provide additional hardware, software or personnel resources
            to acquire, maintain and operate such tools. In the event ALLTEL
            will incur out-of-pocket expense or must provide additional
            hardware, software or personnel resources to acquire, maintain and
            operate such tools, ALLTEL will acquire and utilize such tools
            provided that Client agrees to reimburse ALLTEL for any
            out-of-pocket expenses incurred and to compensate ALLTEL for any
            additional hardware, software or personnel resources required, in
            each case whether incurred as a one-time expense or as an on-going
            basis, for the use and operation of such tool. ALLTEL's charges for
            acquisition and utilization of a new tool requested by Client shall
            be subject to Client's prior approval of such charges. In the event
            Client does not approve ALLTEL's charges, ALLTEL shall not be
            obligated to provide such requested tool.

      1.7   SERVICE LEVEL CREDITS.

            (a)   Service Level Credits. In the event of a Service Level
                  Failure, and such failure is not excused as provided in
                  Section 1.5, ALLTEL shall accrue a Service Level Credit to
                  Client as follows:

                  (i)   For each Service Level Failure, a Service Level Credit
                        that will be computed in accordance with the following
                        formula:

                        Service Level Credit = A x B

                        Where:

                        A = [*****]

                        B = [*****]

                  (ii)  If more than one Service Level Failure has occurred in a
                        single month the sum of the corresponding Service Level
                        Credits shall be accrued by ALLTEL.

                  (iii) ALLTEL shall notify Client in writing if Client becomes
                        entitled to a Service Level Credit, which notice shall
                        be provided monthly and shall describe the Service Level
                        Failure(s). Except as provided in Sections 2.6(c) and
                        2.10, the total Service Level Credits for Service Level
                        Failure(s) occurring each month shall appear as a credit
                        on the invoice that contains Access Line Charges for the
                        month during which the Service Level Failure(s) giving
                        rise to such Service

                                      B-4

*****[CONFIDENTIAL]
<PAGE>

                        Level Credits occurred (e.g., the amount of Service
                        Level Credits to be credited with respect to Service
                        Level Failures occurring in August shall be set forth in
                        the invoice for the August Access Line Charges issued in
                        September).

            (b)   Earnback. ALLTEL shall have the opportunity to earn back
                  Service Level Credits as described in this Section 1.7(b). If
                  ALLTEL meets or exceeds the Service Level for [*****] which
                  such Service Level Credit was assessed for such Service Level,
                  then ALLTEL may invoice Client for the amount of such Service
                  Level Credit on its next monthly invoice ("Earnback Credit").

            (c)   Single Incident/Multiple Failures. If a single incident or
                  event in any Measurement Period results in the failure of
                  ALLTEL to meet more than one Service Level, [*****]

            (d)   Remedies. Under no circumstances shall the imposition of
                  Service Level Credits be construed as Client's sole or
                  exclusive remedy for any Service Level Failure. [*****]

      1.8   CHANGE MANAGEMENT PROCESS. New Service Levels may be added or
            replaced, or existing Service Levels may be modified or deleted,
            through the process set forth in this Section 1.8, in order to
            achieve a fair, reasonable, attainable, accurate, meaningful, and
            consistent measurement of ALLTEL's performance of the Services.

            (a)   Trigger Events. Events or changes that significantly affect
                  Client requirements or ALLTEL's delivery of Services could
                  trigger the need to delete or modify existing or add new
                  Service Levels. Such events and changes include the Parties
                  planning process, changes in Client's business (e.g., business
                  requirements, acquisitions, divestitures, changes in volumes),
                  additions of new Services, elimination of Services, regulatory
                  requirements, audit requirements or emerging technology. The
                  Parties

                                      B-5
*****[CONFIDENTIAL]
<PAGE>

                  shall review Service Levels on an annual basis for currency,
                  fairness, reasonableness, attainability, accuracy and
                  completeness.

            (b)   Service Level Agreement Change Assessment. Upon identifying
                  the need to add, delete or modify a Service Level, Client or
                  ALLTEL shall prepare a written analysis that supports such
                  modification, addition or deletion (a "Service Level Change
                  Proposal") and submit it to the ALLTEL Account Manager or
                  Client Project Manager, as applicable. The Parties shall then
                  review the Service Level Change Proposal and the receiving
                  Party shall have forty-five (45) Days to respond with an
                  assessment of the ramifications of the request (i.e. cost
                  impacts, business ramifications, etc.). All Service Level
                  Change Proposals must be mutually agreed upon (and agreement
                  may not be unreasonably withheld conditioned, or delayed by
                  either Party) before any Service Levels are added, deleted or
                  modified and shall be prioritized in accordance with the
                  Change Management Process described in Section 11 of the
                  Agreement. If new Service Levels are added or existing Service
                  Levels modified, the Parties agree that [*****].

      1.9   TERMINATION RIGHTS. [*****]

                                      B-6
*****[CONFIDENTIAL]
<PAGE>

      1.10  MISCELLANEOUS.

            (a)   Times. Unless otherwise specifically provided, all references
                  to times shall mean Central Standard Time or Central Daylight
                  Time, as applicable.

            (b)   Downtime/Maintenance. During Critical Uptime, ALLTEL shall not
                  schedule or, except in the case of an emergency, shall not
                  perform maintenance on the Applications being measured.

2.    SERVICE LEVELS. Attached hereto as Attachment A is a matrix which
identifies the Service Levels by Application. The specific Service Level
measurements are set forth in this Section 2.

      2.1   AVAILABILITY.

      (a)   General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to maintain the
aggregate and individual Availability so as to meet or exceed the Service Level
set forth in this Section 2.1.

      (b)   Critical Uptimes. Availability shall be measured during the
Measurement Period based on the Critical Uptime Periods and Maintenance Windows
for each System or associated Database set forth below. A "Database" is a
separate system database for the applicable System. As of the Ninth Amendment
Effective Date, there are [*****] Databases to be measured for Availability
purposes.

<TABLE>
<CAPTION>
SYSTEMS/
DATABASES                CRITICAL UPTIME PERIODS                     MAINTENANCE WINDOW
--------                 -----------------------                     ------------------

<S>             <C>                                                <C>
[*****]         [*****]                                            [*****]
[*****]         [*****]                                            [*****]
                [*****]

[*****]         [*****]                                            [*****]
[*****]         [*****]                                            [*****]

[*****]         [*****]                                            [*****]
[*****]         [*****]                                            [*****]
                [*****]

[*****]         [*****]                                            [*****]
[*****]         [*****]                                            [*****]
                                                                   [*****]
                                                                   [*****]

[*****]         [*****]                                            [*****]
[*****]         [*****]                                            [*****]
                [*****]                                            [*****]
                                                                   [*****]

[*****]         [*****]                                            [*****]
</TABLE>

                                      B-7
*****[CONFIDENTIAL]
<PAGE>

<TABLE>
<CAPTION>
SYSTEMS/
DATABASES                CRITICAL UPTIME PERIODS                     MAINTENANCE WINDOW
--------                 -----------------------                     ------------------
<S>             <C>                                                <C>
[*****]         [*****]                                            [*****]

[*****]         [*****]                                            [*****]
[*****]         [*****]                                            [*****]
                [*****]
</TABLE>

* Excludes a one (1) hour window nightly to reinitialize (reboot) system, if
needed.

      (c)   Measurements.

            (i)   Aggregate Availability. The Actual Performance for aggregate
      Availability for all Systems and Databases listed shall be expressed as a
      percentage and calculated in accordance with the following process:

            Aggregate Availability = ((Sigma) Actual Uptime for all Databases
            for all listed Systems during Critical Uptime / (Sigma) Critical
            Uptime for all Databases for all listed Systems) * 100

            Notwithstanding the above measurement, if the Availability for any
            single System or Database falls below [*****]% as computed above,
            this Service Level will be deemed to have been missed, even if the
            Aggregate Availability meets the Service Level.

            (ii)  Service Levels for Availability. The Service Levels and Credit
      Percentage for Availability are as follows:

<TABLE>
<CAPTION>
 SYSTEM       SERVICE LEVEL               CREDIT PERCENTAGE
 ------       -------------               -----------------
<S>           <C>                         <C>
Aggregate of     [*****]                        [*****]%
all
Databases
and all
Systems

Each             [*****]%
Database
</TABLE>
            (iii) Single Service Level Credit. Should a Service Level Failure
      occur, whether for the aggregate measurement or the measurement for any
      single Database, a Service Level Credit will be accrued for the first
      instance of a Service Level Failure and there shall be no further Service
      Level Credits for any other Service Level Failures that month for
      Availability. In the event of a Service Level Failure for any single
      System or Database, ALLTEL may not earn an Earnback Credit for that month
      even if the Service Level has been achieved on an aggregate basis.

                                      B-8
*****[CONFIDENTIAL]
<PAGE>

      2.2   CAMS SYSTEM RESPONSE TIME.

      (a)   General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to maintain the System
Response Times for CAMS so as to meet or exceed the Service Level set forth in
this Section 2.2.

            (b)   Measurement. The Actual Performance for System Response Time
      for CAMS shall be calculated in accordance with the following process:

            CAMS System Response Time = (Sigma) Response Time for internal CICS
            transactions in CAMS during Critical Uptime / total number of
            internal CICS transactions in CAMS during Critical Uptime. For
            purposes of this measurement, Critical Uptime for CAMS is as set
            forth in Section 2.1(b) above.

            (iii) Service Level for CAMS System Response Time. The Service Level
      and Credit Percentage for CAMS System Response Time are as follows:

<TABLE>
<CAPTION>
SERVICE LEVEL   CREDIT PERCENTAGE
-------------   -----------------
<S>             <C>
[*****]              [*****]%
</TABLE>

      2.3   MEDIATION SUCCESS - ON NET TIMELINESS.

      (a)   General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to perform Mediation
Success - On Net Timeliness so as to meet or exceed the Service Level set forth
in this Section 2.3.

      (b)   Measurement. The Actual Performance for Mediation Success - On Net
Timeliness shall be expressed as a percentage where the numerator is the number
of polling sites polled on the scheduled polling date and the denominator is the
number of polling sites to be polled during the Measurement Period.

      (c)   Service Levels for Mediation Success - On Net Timeliness. The
Service Level and Credit Percentage for Mediation Success - On Net Timeliness
are as follows:

<TABLE>
<CAPTION>
SERVICE LEVEL   CREDIT PERCENTAGE
-------------   -----------------
<S>             <C>
   [*****]%     [*****]%
</TABLE>

      (d)   Other. Polling shall not be scheduled during the maintenance window
for Billdats.

                                      B-9
*****[CONFIDENTIAL]
<PAGE>

      2.4   MEDIATION SUCCESS - ON NET COMPLETENESS.

      (a)   General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to perform Mediation
Success - On Net Completeness so as to meet or exceed the Service Level set
forth in this Section 2.4.

      (b)   Measurement. The Actual Performance for Mediation Success - On Net
Completeness shall be expressed as a percentage where the numerator is the
completed blocks of switch data retrieved from polling sites to the total blocks
of switch data to be retrieved for the Measurement Period and the denominator is
the total blocks of switch data to be retrieved.

      (c)   Service Levels for Mediation Success - On Net Completeness. The
Service Level and Credit Percentage for Mediation Success - On Net Completeness
are as follows:

<TABLE>
<CAPTION>
SERVICE LEVEL   CREDIT PERCENTAGE
-------------   -----------------
<S>             <C>

  [*****]%            [*****]%
</TABLE>

      (d)   Effective Date. This Mediation Success - On Net Completeness Service
Level shall become effective on the 1st day of the month which begins [*****]
after the Ninth Amendment Effective Date.

      2.5   RATING SUCCESS.

      (a)   General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to rate collected call
records so as to meet or exceed the Service Level set forth in this Section 2.5.

      (b)   Measurement. The Actual Performance for Rating Success shall be
expressed as a percentage where the numerator is the number of collected call
records processed by MPS within two (2) days after collection of such records by
Billdats during the Measurement Period and the denominator is the number of
collected call records to be processed by MPS during the Measurement Period.

      (c)   Service Levels for Rating Success. The Service Level and Credit
Percentage for Rating Success are as follows:

<TABLE>
<CAPTION>
SERVICE LEVEL   CREDIT PERCENTAGE
-------------   -----------------
<S>             <C>
   [*****]%           [*****]%
</TABLE>

      (d)   Effective Date. This Rating Success Service Level shall become
effective on the 1st day of the month which begins [*****] after the
Ninth Amendment Effective Date.

                                      B-10
***** [CONFIDENTIAL]
<PAGE>

      2.6   BILLING ACCURACY.

      (a)   General. Subject to the Exclusions set forth in Section 1.5 of this
Exhibit F, ALLTEL shall use its reasonable best efforts to maintain Billing
Accuracy as to meet or exceed the Service Level set forth in this Section 2.6.

      (b)   Measurement. The Actual Performance for Billing Accuracy shall be
calculated on a calendar month basis in accordance with the following formula
and expressed as a percentage:

            Billing Accuracy = ((Total Number of Accounts billed during a month
            - Bills in Error) / Total number of Accounts billed during a month)
            * 100.

      Client shall, as part of its bill verification process, verify at least
[*****]% of bills per cycle during each Measurement Period. Client shall perform
such bill verification in good faith and in a commercially reasonable manner.
However, if Client performs such bill verification in good faith and in a
commercially reasonable manner and Client nonetheless fails to detect an ALLTEL
Error, such failure shall not relieve ALLTEL of responsibility for such ALLTEL
Error for purposes of this Service Level, even if Client arguably should have
detected such error.

      For purposes of this Section 2.6, the termination trigger specified in
subpart (ii) of Section 1.9 shall be replaced with the following: "there are
Service Level Failures attributable to the same root cause in [*****],"

      (c)   Definitions. For purposes of this Section 2.6:

      "AGREED PARAMETERS" means taxes, ASOC and toll rating, optional calling
plans, other charges and credits, proration calculations, unreadable information
or bill truncation and subtotal and total bill amounts, and such other
parameters as may be mutually agreed upon in writing by the Parties.

      "ALLTEL ERRORS" means billing errors within the Agreed Parameters that are
identified within 30 days after the mailing of the Bills in Error, and that
directly result from the action or omission of ALLTEL. ALLTEL Errors shall not
include the following:

      (i)   errors resulting from ALLTEL complying with specifications or
            instructions received from Client;

      (ii)  errors detected by Client in bill verification process, unless
            Client informs ALLTEL of such error by promptly opening a Class A
            Incident, Client requests that it be corrected prior to the issuance
            of the bill and ALLTEL fails to correct such error prior to issuance
            of the bill;

      (iii) errors detected that were signed off by Client in quality assurance;

      (iv)  errors in data received from Client-authorized third parties, such
            as AT&T; or

      (v)   erroneous table entries made by Client;

                                      B-11
***** [CONFIDENTIAL]
<PAGE>

      (vi)  errors in data controlled by Client, such as Table Administration.

Billing Accuracy shall be reported in the Service Level report after the 30-day
period for the identification of ALLTEL Errors. Thus, for example, for bills
issued in May, ALLTEL Errors may be identified in the period ending June 30, and
Billing Accuracy will then be reported in the Service Level report delivered in
July.

      "BILLS IN ERROR" means the total number of bills issued during the
Measurement Period that contain ALLTEL Errors.

            (c)   Service Levels. The Service Level and Credit Percentage for
Billing Accuracy are as follows:

<TABLE>
<CAPTION>
SERVICE LEVEL   CREDIT PERCENTAGE
-------------   -----------------
<S>             <C>
  [*****]%          [*****]%
</TABLE>

      (d)   Effective Date. ALLTEL shall begin measuring and reporting Billing
Accuracy in accordance with this Section 2.6 on the Ninth Amendment Effective
Date. ALLTEL shall use reasonable best efforts to meet the Billing Accuracy
Service Level beginning on such date. However, ALLTEL shall not be subject to
the imposition of Service Level Credits for any failure to meet the Billing
Accuracy Service Level during the nine (9) months immediately following the
Ninth Amendment Effective Date, nor shall the provisions of Section 1.9 (as
amended in the next paragraph) apply during such nine (9) month period. During
that period, ALLTEL and Client shall work cooperatively to identify and
implement any changes required for ALLTEL to meet the Billing Accuracy Service
Level. As part of such effort, the Parties shall work cooperatively to identify
and, subject to Client's reasonable approval, implement measures to improve the
bill verification process of Client.

      If, after measuring Billing Accuracy performance for three (3) months, the
Parties conclude that ALLTEL, despite using reasonable best efforts, is unable
to meet this Service Level, the Parties shall develop and implement a corrective
action plan to (i) identify the root cause(s) of such inability to meet the
Billing Accuracy Service Level and (ii) implement any additional changes that
may be required for ALLTEL to meet the Billing Accuracy Service Level.

      2.7   BILLING TIMELINESS - END USER BILLING

            (a)   General. Subject to the Exclusions set forth in Section 1.5 of
this Exhibit F, ALLTEL shall use its reasonable best efforts to undertake
Billing Timeliness - End User Billing so as to meet or exceed the Service Level
set forth in this Section 2.7.

            (b)   Measurement. The Actual Performance for Billing Timeliness -
End User Billing shall be expressed as a percentage where the numerator is the
total number of bills released by Client by 6:00 PM on day 1 delivered to the US
Postal Service by 8:00 PM on second

                                      B-12
***** [CONFIDENTIAL]
<PAGE>

business day (Monday-Friday) after release by Client and the denominator is the
total number of Bills eligible for delivery to the US Postal Service.

            (c)   Service Levels. The Service Level and Credit Percentage for
Billing Timeliness - End User Billing are as follows:

<TABLE>
<CAPTION>
SERVICE LEVEL   CREDIT PERCENTAGE
-------------   -----------------
<S>             <C>
  [*****]%          [*****]%
</TABLE>

      2.8   BILLING TIMELINESS - ACCESS BILLING

            (a)   General. Subject to the Exclusions set forth in Section 1.5 of
this Exhibit F, ALLTEL shall use its reasonable best efforts to undertake
Billing Timeliness - Access Billing so as to meet or exceed the Service Level
set forth in this Section 2.7.

            (b)   Measurement. The Actual Performance for Billing Timeliness -
Access Billing shall be expressed as a percentage where the numerator is the
total number of Access Bills delivered to the US Postal Service within three
business days after Client approval and the denominator is the total Access
Bills approved by Client.

            (c)   Service Levels. The Service Level and Credit Percentage for
Billing Timeliness - Access Billing are as follows:

<TABLE>
<CAPTION>
SERVICE LEVEL   CREDIT PERCENTAGE
-------------   -----------------
<S>             <C>
  [*****]%          [*****]%
</TABLE>

      2.9   INCIDENT MANAGEMENT.

            (a)   General. Subject to the Exclusions set forth in Section 1.5 of
this Exhibit F, ALLTEL shall use its reasonable best efforts to undertake
Incident Management so as to meet or exceed the Service Levels set forth in this
Section 2.9.

            (b)   Classification of Incidents. All incidents shall be classified
by ALLTEL, with Client's reasonable approval, as Class-A, Class-B or Class-C in
accordance with the definitions and criteria set forth in the following table:

                                      B-13
***** [CONFIDENTIAL]
<PAGE>

<TABLE>
<CAPTION>
  CLASS             DEFINITION                                 EXAMPLE
  -----             ----------                                 -------
<S>         <C>                              <C>
Class-A     Client is unable to:                               [*****]
Incidents   -        Conduct primary
            business functions;
            -        Support customers.





Class-B     -       Significant impact                         [*****]
Incidents   on the Client's ability to
            conduct business;
            -       No immediate
            solution;
            -       Problem resolution
            is critical;
            -       No workaround.



Class-C     -       Incident other than a                      [*****]
Incidents   Class-A or a Class-B
            Incident


</TABLE>

            (c)   Measurements. Incident Management shall be measured for each
Measurement Period as follows:

                  (1)   Resolve or Resolution. The time to resolve an incident
shall be calculated as the time between when the incident is detected by ALLTEL
or reported by Client to ALLTEL and when the incident is "Resolved". An incident
shall be deemed to have been Resolved when service is restored in all material
respects and the Client is able to again perform its business functions in a
commercially reasonable manner. A Resolution can be accomplished with a
reasonable workaround. For purposes of this provision, a Class-A Incident is
Resolved when a workaround is in place to make it a Class-B Incident; provided
that the time to resolve

                                      B-14
***** [CONFIDENTIAL]
<PAGE>

such Class-B Incident shall include the time during which the Incident was a
Class-A. The same shall be true for the Resolution of a Class-B Incident by
moving such Incident into a Class-C Incident.

                  (2)   The Average Resolution Time for Class-A Incidents shall
be calculated in days for each Measurement Period as follows:

            Class-A Incident Average Resolution Time = (Sigma) Time period to
            Resolve each Class-A Incident / Total number of Class-A Incidents
            Resolved during the Measurement Period.

                  In the event there are zero (0) Class-A Incidents reported in
a Measurement Period, then a Service Level Credit shall not be accrued by
ALLTEL.

                  (3)   The Average Resolution Time (ART) for Class-B Incidents
calculated in days for each Measurement Period as follows:

            Class-B Incident Average Resolution Time (ART) = (Sigma) Time
            period to Resolve each Class-B Incident / Total number of Class-B
            Incidents Resolved

                  In the event there are zero (0) Class-B Incidents reported in
a Measurement Period, then a Service Level Credit shall not be accrued by
ALLTEL.

            (d)   Service Levels. The Service Level and Credit Percentage for
Incident Management are as follows:

<TABLE>
<CAPTION>
                                                  CREDIT
                              SERVICE LEVEL     PERCENTAGE
                              -------------     ----------
<S>                           <C>               <C>
Class-A Incident Average         [*****]         [*****]%
Resolution Time

Class-B Incident Average         [*****]         [*****]%
Resolution Time
</TABLE>

      2.10  APPLICATION SUPPORT SERVICES

            (a)   General. Subject to the exclusions set forth in Section 1.5 of
this EXHIBIT F, ALLTEL shall use its reasonable best efforts to provide
Applications project support as to meet or exceed the Service Levels set forth
in this Section 2.10.

            (b)   Measurements. Application project support shall be measured as
follows:

                  (i)   The Measurement Period shall be semi-annual.

                                      B-15
***** [CONFIDENTIAL]
<PAGE>
 (ii)  Project Timeliness - the percentage of all Application support projects
completed by ALLTEL in no greater than [*****]% of the time deadlines identified
at the completion of the analysis and design phase for the deliverable in
question. In the event the scope of the project is modified by the Parties, the
time deadline for purposes of this measurement shall be modified to reflect such
scope change. A project shall be complete when implemented into production.
Projects measured are those completed during the Measurement Period.

                  (iii) Project Budget - the percentage of Application support
projects undertaken by ALLTEL that are completed within [*****]% of the budgeted
hours identified at the completion of the analysis and design phase for the
deliverable in question. In the event the scope of the project is modified by
the Parties, the budgeted hours for purposes of this measurement shall be
modified to reflect such scope change. A project shall be complete when
implemented into production. Projects measured are those completed during the
Measurement Period.

            (c)   Service Levels. The Service Level and Credit Percentage for
Application support projects are as follows:

<TABLE>
<CAPTION>
                                                  CREDIT
                           SERVICE LEVEL        PERCENTAGE
                           -------------        ----------
<S>                        <C>                  <C>
Project Timeliness            [*****]%           [*****]%
Project Budget                [*****]%           [*****]%
</TABLE>

3.    ADDITIONAL SERVICES LEVEL MATTERS.

      3.1   CCS SYSTEM RESPONSE TIME. Within sixty (60) days after the Ninth
Amendment Effective Date, the Parties agreed to establish a Service Level to
measure System Response Time for CCS as follows:

      (i)   ALLTEL shall use Concord AR as the measuring tool for this Service
            Level.

      (ii)  The Credit Percentage shall be [*****]%.

      (iii) The Parties shall define the CCS transactions to be measured (the
"Measured Transactions").

      (iv)  The Service Level measurement shall be:

                                     [*****]


                                      B-16

***** {CONFIDENTIAL]

<PAGE>

      (v)   The Parties shall mutually agree on the Service Level.

      3.2   TARP SYSTEM RESPONSE TIME. ALLTEL acknowledges that Client desires
to measure the internal response time of TARP. Client acknowledges that ALLTEL
does not currently measure the internal response time of TARP and does not have
a measuring tool for that purpose. The Parties agree to work in good faith to
establish a TARP System Response Time Service Level, subject to the following:

      (i)   ALLTEL shall determine the measuring tool to be used, with the
acquisition(or, if applicable, development) and use of such tool being subject
to Section 1.6 above.

      (ii)  The Credit Percentage shall not exceed [*****]%.

      (iii) The Parties shall define the TARP transactions to be measured (the
"TARP Measured Transactions").

      (iv)  The Service Level measurement shall be:

      [*****]

      (v)   The Parties shall mutually agree on the Service Level.

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                                      B-17

***** {CONFIDENTIAL]
<PAGE>

                           Attachment A to Exhibit F

                      Service Level Matrix by Application

<TABLE>
<CAPTION>
             On Line       System Response       Polling         Polling
           Availability         Time            Timeliness      Completeness   Rating    Billing Accuracy
           ------------         ----            ----------      ------------   ------    ----------------
<S>        <C>             <C>                  <C>             <C>            <C>       <C>
CCS             X                X
CAMS/MPS        X                X                                               X             X
CABS            X                                                                              X
TBS             X
MIROR           X
TARP            X                X
WFM             X
BILLDATS                                            X                X
</TABLE>

<TABLE>
<CAPTION>

            Billing        Class A       Class B
           Timeliness     Resolution    Resolution  Project Timeliness      Project Budget
           ----------     ----------    ----------  ------------------      --------------
<S>        <C>            <C>           <C>         <C>                     <C>
CCS                           X             X              X                      X
CAMS/MPS        X             X             X              X                      X
CABS            X             X             X              X                      X
TBS                           X             X              X                      X
MIROR                         X             X              X                      X
TARP                          X             X              X                      X
WFM                           X             X              X                      X
BILLDATS                      X             X              X                      X
</TABLE>

                                      B-18
<PAGE>

                                   SCHEDULE C

                              Client Approved SERs

SER#        SER Topic
E30114 -    Road America Data Transfer
E30154 -    Set-up Carriers to Receive Toll Termination
E30202 -    LICT Breakage Report
E30256 -    Reference Data and ICP Enhancement
E30272 -    Assign CIC Code Based on OCN
E30285 -    PUC Reports Enhancement
E30314 -    Fault Placement for 120/121 Reports
E30324 -    Reduce Steps Non Pub/Listed Data
E30327 -    Digiserv MIROR Extract Change
E30413 -    Product Recommender Data Feed
E30452 -    Create Cellular Type 1 LSPID
E30466 -    IVR Interface to TARP - Phase I
E39466 -    IVR Interface to TARP - Phase 2
E40001 -    EchoStar (Satco) Dish Network Billing - Joint Project with ALLTEL
E40013 -    Change Primary Listing Window
E40021 -    Valornet Pop-up Window
E40022 -    Wireline to Wireless Number Portability
E40046 -    Solution for Ported Usage
E40051 -    Directory Modify Class Heading Edits
E40052 -    Limit Access to CLEC Accounts
E40054 -    Cost Recovery Charge Change

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                                       C-1