AGREEMENT

         This Agreement, dated February 15, 2001, is made by and between ALLTEL
Corporation, a Delaware corporation (as hereinafter defined, the "Corporation"),
and David A. Gatewood (as hereinafter defined, the "Executive").

         WHEREAS, the Corporation recognizes that the possibility of a Change in
Control (as hereinafter defined) of the Corporation exists and that such
possibility, and the uncertainty it may cause, may result in the departure or
distraction of key management employees of the Corporation or of a Subsidiary to
the detriment of the Corporation and its stockholders; and

         WHEREAS, the Executive is a key management employee of the Corporation
or of a Subsidiary; and

         WHEREAS, the Corporation desires to encourage the continued employment
of the Executive by the Corporation or a Subsidiary and the continued dedication
of the Executive to the Executive's assigned duties without distraction as a
result of the circumstances arising from the possibility of a Change in Control;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Corporation and the Executive hereby agree as
follows:

         1.  Defined Terms.  For purposes of this Agreement, the following terms
             -------------
 shall have the meanings indicated below:

                  (A) "ALLTEL Group" shall mean, collectively, the Corporation
         and each Subsidiary of the Corporation from time to time, and a
         "member" of the ALLTEL Group shall mean the Corporation or any of such
         entities.

                  (B) "Board" shall mean the Board of Directors of the
         Corporation, as constituted from time to time.

                  (C) "Cause" for termination by the Corporation of the
         Executive's employment shall mean (i) the willful failure by the
         Executive substantially to perform the Executive's duties with the
         Corporation or a Subsidiary, other than any failure resulting from the
         Executive's incapacity due to physical or mental illness or any actual
         or anticipated failure after the issuance of a Notice of Termination
         for Good Reason by the Executive in accordance with paragraph (A) of
         Section 6, that continues for at least 30 days after the Board delivers
         to the Executive a written demand for performance that identifies
         specifically and in detail the manner in which the Board believes that
         the Executive willfully has failed substantially to perform the
         Executive's duties, or (ii) the willful engaging by the Executive in
         misconduct that is demonstrably and materially injurious to the
         Corporation or any Subsidiary, monetarily or otherwise, or (iii) a
         breach by the Executive of any of the Executive's covenants set forth
         in Section 7. For purposes of clause (i) and clause (ii) of this
         definition, no act, or failure to act, on the Executive's part shall be
         deemed "willful" unless done, or omitted to be done, by the Executive
         not in good faith and without reasonable belief that the Executive's
         act, or failure to act, was in the best interest of the Corporation and
         its Subsidiaries.
<PAGE>


                  (D) A "Change in Control" shall mean, if subsequent to the
        date of this Agreement:

                           (i) Any "person," as defined in Section 13(d) and
                  14(d) of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), other than the Corporation, any of its
                  subsidiaries, or any employee benefit plan maintained by the
                  Corporation or any of its subsidiaries, becomes the
                  "beneficial owner" (as defined in Rule l3d-3 under the
                  Exchange Act) of (A) l5% or more, but no greater than 50%, of
                  the outstanding voting capital stock of the Corporation,
                  unless prior thereto, the Continuing Directors approve the
                  transaction that results in the person becoming the beneficial
                  owner of 15% or more, but no greater than 50%, of the
                  outstanding voting capital stock of the Corporation or (B)
                  more than 50% of the outstanding voting capital stock of the
                  Corporation, regardless whether the transaction or event by
                  which the foregoing 50% level is exceeded is approved by the
                  Continuing Directors;

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

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

                           (iv) The Corporation enters into an agreement with
                  any Person, the consummation of which would result in the
                  occurrence of an event described in clause (i), (ii) or (iii)
                  above of this paragraph (D).

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

                  (F) "Continuing Directors" means directors who were directors
         of the Corporation at the beginning of the 12-month period ending on
         the date the determination is made or whose election, or nomination for
         election by the Corporation's stockholders, was approved by at least a
         majority of the directors who are in office at the time of the election
         or nomination and who either (i) were directors at the beginning of the
         period, or (ii) were elected, or nominated for election, by at least a
         majority of the directors who were in office at the time of the
         election or nomination and were directors at the beginning of the
         period.
<PAGE>


                  (G) "Corporation" shall mean ALLTEL Corporation and any
         successor to its business or assets, by operation of law or otherwise.

                  (H) "Date of Termination" shall have the meaning stated in
         paragraph (B) of Section 6 hereof.

                  (I) "Disability" shall be deemed the reason for the
         termination by the Corporation of the Executive's employment, if, as a
         result of the Executive's incapacity due to physical or mental illness,
         the Executive shall have been absent from the full-time performance of
         the Executive's duties with the Corporation or a Subsidiary for a
         period of six consecutive months, the Corporation shall have given the
         Executive a Notice of Termination for Disability, and, within 20
         business days after the Notice of Termination is given, the Executive
         shall not have returned to the full-time performance of the Executive's
         duties.

                  (J) "Executive" shall mean the individual named in the first
         paragraph of this Agreement.

                  (K) "Good Reason" for termination by the Executive of the
         Executive's employment shall mean the occurrence, without the
         Executive's express written consent, of any one of the following:

                           (i)   a substantial adverse alteration in the nature
                  or status of the Executive's responsibilities from those in
                  effect immediately prior to the Change in Control;

                           (ii)  a reduction by the Corporation in the
                  Executive's annual base salary to any amount less than the
                  Executive's annual base salary as in effect immediately prior
                  to the Change in Control;

                           (iii) the Corporation's requiring the Executive to be
                  based more than 35 miles from the location of the Executive's
                  principal office immediately prior to the Change in Control,
                  except for required business travel to an extent substantially
                  consistent with the Executive's business travel obligations
                  immediately prior to the Change in Control;

                           (iv)  if the Executive was based at the principal
                  executive offices of the Corporation or of a Subsidiary, as
                  the case may be, immediately prior to the Change in Control,
                  the Corporation's requiring the Executive to be based anywhere
                  other than the principal executive offices of the Corporation
                  or Subsidiary, as the case may be, except for required
                  business travel to an extent substantially consistent with the
                  Executive's business travel obligations immediately prior to
                  the Change in Control;
<PAGE>


                           (v)   the failure by the Corporation to pay to the
                  Executive any portion of the Executive's current compensation,
                  or to pay to the Executive any deferred compensation under any
                  deferred compensation program of the Corporation, within five
                  days after the date the compensation is due or to pay or
                  reimburse the Executive for any expenses incurred by the
                  Executive for required business travel;

                           (vi)  the failure by the Corporation to continue in
                  effect any compensation plan in which the Executive
                  participates immediately prior to the Change in Control that
                  is material to the Executive's total compensation, including
                  but not limited to, stock option, restricted stock, stock
                  appreciation right, incentive compensation, bonus, and other
                  plans, unless an equitable alternative arrangement embodied in
                  an ongoing substitute or alternative plan has been made, or
                  the failure by the Corporation to continue the Executive's
                  participation therein (or in a substitute or alternative plan)
                  on a basis not materially less favorable, both in terms of the
                  amount of compensation provided and the level of the
                  Executive's participation relative to other participants, than
                  existed immediately prior to the Change in Control;

                           (vii) the failure by the Corporation to continue to
                  provide the Executive with benefits substantially similar to
                  those enjoyed by the Executive under any of the Corporation's
                  pension, profit-sharing, life insurance, medical, health and
                  accident, disability, or other employee benefit plans in which
                  the Executive was participating immediately prior to the
                  Change in Control; the failure by the Corporation to continue
                  to provide the Executive any material fringe benefit or
                  prequisite enjoyed by the Executive immediately prior to the
                  Change in Control; or the failure by the Corporation to
                  provide the Executive with the number of paid vacation days to
                  which the Executive is entitled in accordance with the
                  Corporation's normal vacation policy in effect immediately
                  prior to the Change in Control; or

                           (viii)any purported termination by the Corporation
                  of the Executive's employment that is not effected in
                  accordance with a Notice of Termination satisfying the
                  requirements of paragraph (A) of Section 6 hereof.

                  (L) "Notice of Termination" shall have the meaning stated in
         paragraph (A) of Section 6 hereof.

                  (M) "Payment Trigger" shall mean the occurrence of a Change in
         Control during the term of this Agreement coincident with or followed
         at any time before the end of the 12th month immediately following the
         month in which the Change in Control occurred, by the termination of
         the Executive's employment with the Corporation or a Subsidiary for any
         reason other than (A) by the Executive without Good Reason, (B) by the
         Corporation as a result of the Disability of the Executive or with
         Cause, or (C) as a result of the death of the Executive.
<PAGE>


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

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

         2. Term of Agreement. This Agreement shall become effective on the date
            -----------------
hereof and, subject to the second sentence of this Section 2, shall continue in
effect until the earliest of (i) a Date of Termination in accordance with
Section 6 or the death of the Executive shall have occurred prior to a Change in
Control, (ii) if a Payment Trigger shall have occurred during the term of this
Agreement, the performance by the Corporation of all its obligations, and the
satisfaction by the Corporation of all its obligations and liabilities, under
this Agreement, (iii) any date the Corporation may, in its sole and absolute
discretion, designate which is on or after the third year anniversary of the
date on which notice in writing is given by ALLTEL to the Executive in
accordance with Section 11 that this Agreement will so terminate (hereinafter,
the "Nonrenewal Date"), if, as of the Nonrenewal Date, a Change in Control shall
not have occurred and be continuing, or (iv) in the event, as of the Nonrenewal
Date, a Change in Control shall have occurred and be continuing, either the
expiration of such period thereafter within which a Payment Trigger does not or
can not occur or the ensuing occurrence of a Payment Trigger and the performance
by the Corporation of all of its obligations and liabilities under this
Agreement. Any Change in Control during the term of this Agreement that for any
reason ceases to constitute a Change in Control or is not followed by a Payment
Trigger shall not effect a termination or lapse of this Agreement.

         3.  General Provisions.
             ------------------

                  (A) The Corporation hereby represents and warrants to the
         Executive as follows: The execution and delivery of this Agreement and
         the performance by the Corporation of the actions contemplated hereby
         have been duly authorized by all necessary corporate action on the part
         of the Corporation. This Agreement is a legal, valid and legally
         binding obligation of the Corporation enforceable in accordance with
         its terms. Neither the execution or delivery of this Agreement nor the
         consummation by the Corporation of the actions contemplated hereby (i)
         will violate any provision of the certificate of incorporation or
         bylaws (or other charter documents) of the Corporation, (ii) will
         violate or be in conflict with any applicable law or any judgment,
         decree, injunction or order of any court or governmental agency or
         authority, or (iii) will violate or conflict with or constitute a
         default (or an event of which, with notice or lapse of time or both,
         would constitute a default) under or will result in the termination of,
         accelerate the performance required by, or result in the creation of
         any lien, security interest, charge or encumbrance upon any of the
         assets or properties of the Corporation under, any term or provision of
         the certificate of incorporation or bylaws (or other charter documents)
         of the Corporation or of any contract, commitment, understanding,
         arrangement, agreement or restriction of any kind or character to which
         the Corporation is a party or by which the Corporation or any of its
         properties or assets may be bound or affected. The Corporation shall
         not at any time assert that any provision of this Agreement is invalid
         or unenforceable in any respect or to any extent, irrespective of the
         outcome of any action, suit, or proceeding.
<PAGE>


                  (B) No amount or benefit shall be payable under Section 4 or
         Section 5 unless there shall have occurred a Payment Trigger during the
         term of this Agreement. In no event shall payments in accordance with
         this Agreement be made in respect of more than one Payment Trigger. Any
         transfer of the Executive's employment from the Corporation to a
         Subsidiary, from a Subsidiary to the Corporation, or from one
         Subsidiary to another Subsidiary shall not constitute a termination of
         the Executive's employment for purposes of this Agreement and shall not
         limit, reduce or terminate any of the Executive's rights or benefits
         under this Agreement.

                  (C) This Agreement shall not be construed as creating an
         express or implied contract of employment, and, except to the extent
         (if any) otherwise agreed in writing between the Executive and the
         Corporation, the Executive shall not have any right to be retained in
         the employ of the Corporation or of a Subsidiary and the Corporation
         and any Subsidiary may in its sole and absolute discretion at any time
         terminate the Executive's employment for any reason (but the
         Corporation shall be obligated, subject to the provisions of this
         Agreement, to make the payments described in Section 4 and Section 5 if
         a Payment Trigger occurred during the term of this Agreement,
         including, without limitation, a Payment Trigger that occurs as a
         result of any such termination of the Executive's employment).
         Notwithstanding the immediately preceding sentence or any other
         provision of this Agreement, no purported termination of the
         Executive's employment that is not effected in accordance with a Notice
         of Termination satisfying paragraph (A) of Section 6 shall be effective
         for purposes of this Agreement. The Executive's right, following the
         occurrence of a Change in Control, to terminate the Executive's
         employment under this Agreement for Good Reason shall not be affected
         by the Executive's Disability or incapacity. The Executive's continued
         employment shall not constitute consent to, or a waiver of rights with
         respect to, any act or failure to act constituting Good Reason under
         this Agreement.

         4.  Payments Due Upon a Payment Trigger.
             -----------------------------------

                  (A) The Corporation shall pay to the Executive the payments
         described in this Section 4 upon the occurrence of a Payment Trigger
         during the term of this Agreement.

                  (B) Upon the occurrence of a Payment Trigger during the term
         of this Agreement, the Corporation shall pay to the Executive a lump
         sum payment, in cash, equal to the product of:

                           (i)   one multiplied by

                           (ii)  the sum of --

                               (a) the higher of the Executive's annual base
                         salary in effect immediately prior to the occurrence of
                         the Change in Control or the Executive's annual base
                         salary in effect immediately prior to the Payment
                         Trigger, plus
<PAGE>


                               (b) the higher of the aggregate maximum amounts
                         payable to the Executive pursuant to all incentive
                         compensation plans for the fiscal year or other
                         measuring period commencing coincident with or most
                         recently prior to the date on which the Change in
                         Control occurs or the aggregate maximum amounts payable
                         to the Executive pursuant to all incentive compensation
                         plans for the fiscal year or other measuring period
                         commencing coincident with or most recently prior to
                         the date on which the Payment Trigger occurs, in each
                         case, assuming that the Executive were continuously
                         employed by the Corporation or a Subsidiary on the
                         terms and conditions, including, without limitation,
                         the terms of the incentive plans, in effect immediately
                         prior to the Change in Control or Payment Trigger,
                         whichever applies, until the last day of that fiscal
                         year or other measuring period.

The amount determined under the foregoing provisions of this paragraph (B) shall
be reduced by any cash severance benefit otherwise paid to the Executive under
any applicable severance plan or other severance arrangement. For purposes of
this paragraph (B), amounts payable to the Executive pursuant to an incentive
compensation plan for the fiscal year or other measuring period commencing
coincident with or most recently prior to the date on which the Change of
Control or Payment Trigger, as applicable, occurs (the "applicable year/period")
shall not include amounts attributable to a fiscal year or other measuring
period that commenced prior to the applicable year/period and that become
payable during the applicable year/period. For purposes of this paragraph (B),
incentive compensation plans shall include, without limitation, the ALLTEL
Corporation Performance Incentive Compensation Plan as in effect from time to
time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan
as in effect from time to time, and any incentive bonus plan or arrangement that
provides for payment of cash compensation, and shall exclude, without
limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in
effect from time to time, any plan qualified or intended to be qualified under
Section 401(a) of the Code and any plan supplementary thereto, executive fringe
benefits, and any plan or arrangement under which stock, stock options, stock
appreciation rights, restricted stock or similar options, stock, or rights are
issued.
<PAGE>


                  (C) Notwithstanding any provision of any incentive
         compensation plan, including, without limitation, any provision of any
         incentive plan requiring continued employment after the completed
         fiscal year or other measuring period, the Corporation shall pay to the
         Executive a lump sum amount, in cash, equal to the amount of any
         incentive compensation that has been allocated or awarded to the
         Executive for a completed fiscal year or other measuring period
         preceding the occurrence of a Payment Trigger under any incentive
         compensation plan but has not yet been paid to the Executive.

                  (D) The payments provided for in paragraphs (B) and (C) of
         this Section 4 shall be made not later than the fifth day following the
         occurrence of a Payment Trigger, unless the amounts of such payments
         cannot be finally determined on or before that day, in which case, the
         Corporation shall pay to the Executive on that day an estimate, as
         reasonably determined in good faith by the Corporation, of the minimum
         amount of the payments to which the Executive is clearly entitled and
         shall pay the remainder of the payments (together with interest at the
         rate provided in Section 1274(b)(2)(B) of the Code) as soon as the
         amount thereof can be determined but in no event later than the
         thirtieth day after the occurrence of a Payment Trigger. In the event
         the amount of the estimated payments exceeds the amount subsequently
         determined to have been due, the excess shall constitute a loan by the
         Corporation to the Executive, payable on the fifth business day after
         demand by the Corporation (together with interest at the rate provided
         in Section l274(b)(2)(B) of the Code). At the time that payments are
         made under this Section 4, the Corporation shall provide the Executive
         with a written statement setting forth the manner in which the payments
         were calculated and the basis for the calculations including, without
         limitation, any opinions or other advice the Corporation has received
         from outside counsel, auditors or consultants (and any opinions or
         advice that are in writing shall be attached to the statement).

         5.  Gross-Up Payments.
             -----------------

                  (A) This Section 5 shall apply if a Payment Trigger shall have
         occurred during the term of this Agreement.

                  (B) In the event it shall be determined that any payment or
         distribution by the Corporation or other amount with respect to the
         Corporation to or for the benefit of the Executive, whether paid or
         payable or distributed or distributable pursuant to the terms of this
         Agreement or otherwise, but determined without regard to any additional
         payments required under this Section 5 (a "Payment"), is (or will be)
         subject to the excise tax imposed by Section 4999 of the Code or any
         interest or penalties are (or will be) incurred by the Executive with
         respect to the excise tax imposed by Section 4999 of the Code with
         respect to the Corporation (the excise tax, together with any interest
         and penalties, are hereinafter collectively referred to as the "Excise
         Tax"), the Executive shall be entitled to receive an additional cash
         payment (a "Gross-Up Payment") from the Corporation in an amount equal
         to the sum of the Excise Tax and an amount sufficient to pay the
         cumulative Excise Tax and all cumulative income taxes (including any
         interest and penalties imposed with respect to such taxes) relating to
         the Gross-Up Payment so that the net amount retained by the Executive
         is equal to all payments received pursuant to the terms of this
         Agreement or otherwise less income taxes (but not reduced by the Excise
         Tax).
<PAGE>


                  (C) Subject to the provisions of paragraph (D) of this Section
         5, all determinations required to be made under this Section 5,
         including whether and when a Gross-Up Payment is required and the
         amount of such Gross-Up Payment and the assumptions to be utilized in
         arriving at the determination, shall be made by a nationally recognized
         certified public accounting firm designated by the Executive (the
         "Accounting Firm") which shall provide detailed supporting calculations
         both to the Corporation and the Executive within 30 days after the
         receipt of notice from the Executive that there has been a Payment, or
         such earlier time as is requested by the Corporation. In the event that
         at any time relevant to this Agreement the Accounting Firm is serving
         as accountant or auditor for the individual, entity or group or Person
         effecting the Change in Control, the Executive shall appoint another
         nationally recognized certified public accounting firm to make the
         determinations required hereunder (which accounting firm shall then be
         referred to as the Accounting Firm hereunder). All fees and expenses of
         the Accounting Firm shall be borne solely by the Corporation. Any
         Gross-Up Payment, as determined in accordance with this Section 5,
         shall be paid by the Corporation to the Executive within five days
         after the receipt of the Accounting Firm's determination. If the
         Accounting Firm determines that no Excise Tax is payable by the
         Executive, it shall so indicate to the Executive in writing. Any
         determination by the Accounting Firm shall be binding upon the
         Corporation and the Executive. As a result of uncertainty in the
         application of Section 4999 of the Code at the time of the initial
         determination by the Accounting Firm, it is possible that Gross-Up
         Payments that the Corporation should have made will not have been made
         (an "Underpayment"), consistent with the calculations required to be
         made hereunder. In the event the Corporation exhausts its remedies in
         accordance with paragraph (D) of this Section 5 and the Executive
         thereafter is required to make a payment of any Excise Tax, the
         Accounting Firm shall determine the amount of Underpayment that has
         occurred and the Underpayment shall be promptly paid by the Corporation
         to or for the benefit of the Executive.

                  (D) The Executive shall notify the Corporation in writing of
         any claim by the Internal Revenue Service that, if successful, would
         require a Gross-Up Payment (that has not already been paid by the
         Corporation). The notification shall be given as soon as practicable
         but no later than ten business days after the Executive is informed in
         writing of the claim and shall apprize the Corporation of the nature of
         the claim and the date on which the claim is requested to be paid. The
         Executive shall not pay the claim prior to the expiration of the 30-day
         period following the date on which the Executive gives notice to the
         Corporation or any shorter period ending on the date that any payment
         of taxes with respect to the claim is due. If the Corporation notifies
         the Executive in writing prior to the expiration of the 30-day period
         that it desires to contest the claim, the Executive shall:

                           (i)   give the Corporation any information reasonably
                  requested by the Corporation relating to the claim;
<PAGE>


                           (ii)  take any action in connection with contesting
                  the claim as the Corporation shall reasonably request in
                  writing from time to time, including, without limitation,
                  accepting legal representation with respect to the claim by an
                  attorney reasonably selected by the Corporation;

                           (iii) cooperate with the Corporation in good faith
                  in order effectively to contest the claim; and

                           (iv)  permit the Corporation to participate in any
                  proceedings relating to the claim.

The Corporation shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with the contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
Excise Tax or income tax (including interest and penalties with respect thereto)
imposed as a result of the representation and payment of costs and expenses.
Without limitation of the foregoing provisions of this Section 5, the
Corporation shall control all proceedings taken in connection with the contest
and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings, and conferences with the taxing authority in
respect of the claim and may, at its sole option, either direct the Executive to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner, and the Executive agrees to prosecute the contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Corporation shall determine. If the
Corporation directs the Executive to pay the claim and sue for a refund, the
Corporation shall advance the amount of the payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to the advance or with
respect to any imputed income with respect to the advance; and any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which the contested amount is claimed to be due
shall be limited solely to the contested amount. The Corporation's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

                  (E) If, after the receipt by the Executive of an amount
         advanced by the Corporation pursuant to paragraph (D) of this Section
         5, the Executive becomes entitled to receive any refund with respect to
         the claim, the Executive shall, subject to the Corporation's compliance
         with the requirements of paragraph (D) of this Section 5, promptly pay
         to the Corporation the amount of the refund (together with any interest
         paid or credited thereon after taxes applicable thereto). If, after the
         receipt by the Executive of an amount advanced by the Corporation
         pursuant to paragraph (D) of this Section 5, a determination is made
         that the Executive shall not be entitled to any refund with respect to
         the claim and the Corporation does not notify the Executive in writing
         of its intent to contest the denial of refund prior to the expiration
         of 30 days after the determination, then the advance shall be forgiven
         and shall not be required to be repaid and the amount of the advance
         shall offset, to the extent thereof, the amount of Gross-Up Payment
         required to be paid.
<PAGE>


                  (F) Notwithstanding any other provision of this Section 5, to
         the extent that the Executive is entitled to a tax "gross-up" payment
         with respect to a Payment from the Corporation, any Subsidiary, or any
         affiliate of the Corporation under any other agreement, the foregoing
         provisions of this Section 5 shall not apply to that Payment.

         6.  Termination Procedures.
             ----------------------

                  (A) During the term of this Agreement, any purported
         termination of the Executive's employment (other than by reason of
         death) shall be communicated by written Notice of Termination from one
         party hereto to the other party hereto in accordance with Section 11
         hereof. For purposes of this Agreement, a "Notice of Termination" shall
         mean a written notice that indicates any provision in this Agreement
         relied upon, and, if applicable, the notice shall set forth in
         reasonable detail the facts and circumstances claimed to provide a
         basis for termination of the Executive's employment under the provision
         so indicated. Further, a Notice of Termination for Cause shall include
         a copy of a resolution duly adopted by the affirmative vote of not less
         than a majority of the entire membership of the Board at a meeting of
         the Board that was called and held for the purpose of considering the
         termination finding that, in the informed, reasonable, good faith
         judgment of the Board, the Executive was guilty of conduct set forth in
         the definition of Cause in Section 1(C), and specifying the particulars
         thereof in detail.

                  (B) "Date of Termination" with respect to any purported
         termination of the Executive's employment during the term of this
         Agreement (other than by reason of death) shall mean (i) if the
         Executive's employment is terminated for Disability, 20 business days
         after Notice of Termination is given (provided that the Executive shall
         not have returned to the full-time performance of the Executive's
         duties during that 20 business day period) and (ii) if the Executive's
         employment is terminated for any other reason, the date specified in
         the Notice of Termination, which, in the case of a termination by the
         Corporation, shall not be less than ten business days except in the
         case of a termination for Cause, and, in the case of a termination by
         the Executive, shall not be less than ten business days nor more than
         20 business days, respectively, after the date such Notice of
         Termination is given.

         7.  Protective Covenants By The Executive.
             -------------------------------------

                  (A) Return of Property. Within five days after the date of
         termination of the Executive's employment with the ALLTEL Group, the
         Executive shall deliver to the Corporation all of the ALLTEL Group's
         property in the Executive's possession, custody or control, including,
         without limitation, all keys and credit cards, all computers and fax
         machines, and all files, documents, data and information in any medium
         relating in any way to the ALLTEL Group or its employees, suppliers,
         customers or business.
<PAGE>


                  (B) Non-Disclosure. The Executive acknowledges that in the
         course of the Executive's employment with the ALLTEL Group he has had
         and will have access to confidential information and trade secrets
         proprietary to ALLTEL Group, including but not limited to, information
         relating to the ALLTEL Group's products, suppliers, and customers, the
         sources, nature, processes, costs and prices of the ALLTEL Group's
         products, the names, addresses, contact persons, purchasing and sales
         histories, and preference of the ALLTEL Group's suppliers and
         customers, the ALLTEL Group's business plans and strategies, and the
         names and addresses of, amounts of compensation paid to, and the
         trading and sales performance of the ALLTEL Group's employees and
         agents (hereinafter referred to as the "Confidential Information"). The
         Executive further acknowledges that the Confidential Information is
         proprietary to the ALLTEL Group, that the unauthorized disclosure of
         any of the Confidential Information to any person or entity could
         result in immediate and irreparable competitive injury to the ALLTEL
         Group, that could not adequately be remedied by an award of monetary
         damages. Accordingly, the Executive shall not disclose at any time any
         Confidential Information to any person or entity who is not properly
         authorized by the Corporation to receive the information, without the
         prior written permission of the Corporation's Chief Executive Officer.

                  (C) Non-Interference. The Executive shall not during the
         Executive's employment with the ALLTEL Group and thereafter until the
         expiration of 12 calendar months immediately following the calendar
         month in which occurs the Executive's termination of employment with
         the ALLTEL Group knowingly employ, or knowingly assist any person or
         entity other than the ALLTEL Group in employing, any employee of any
         member of the ALLTEL Group. The Executive shall not during the term of
         the Executive's employment with the ALLTEL Group and thereafter until
         the expiration of 12 calendar months immediately following the calendar
         month in which occurs the Executive's termination of employment with
         the ALLTEL Group knowingly solicit, or knowingly assist any person or
         entity to solicit, any employee of any member of the ALLTEL Group to
         leave the ALLTEL Group's employment or to become employed by any entity
         that is not a member of the ALLTEL Group.

                  (D) Harmful Statements. The Executive shall not at any time
         knowingly disseminate any information or knowingly make any statements,
         whether written, oral or otherwise, that are negative, disparaging or
         critical of the Corporation, any other member of the ALLTEL Group, or
         any of their parents, subsidiaries, affiliates, or their respective
         officers, directors, employees, shareholders, trustees, administrators,
         or employee benefit plans, or the representatives, employees, agents,
         predecessors, successors, heirs, or assigns of any of the foregoing
         (hereinafter, the "ALLTEL Parties"), or their business or operations,
         or that place any of the ALLTEL Parties in a bad light, other than any
         such statement or information that is made or disseminated by the
         Executive in a good faith belief as to their truth or accuracy and is
         either required by law or is reasonably necessary to the enforcement by
         the Executive of any right the Executive has related to the Executive's
         employment with the ALLTEL Group
<PAGE>
 .

                  (E) Resignations. Within five days after the termination of
         the Executive's employment with the ALLTEL Group, the Executive shall
         execute and deliver to the Chief Executive Officer of the Corporation
         such resignations as a director and officer of the Corporation and any
         other members of the ALLTEL Group, in such form, as may be reasonably
         requested by the Corporation's Chief Executive Officer.

                  (F) Challenge to Validity. The Executive shall not at any time
         assert that any provision of this Agreement is invalid or unenforceable
         in any respect or to any extent, irrespective of the outcome of any
         action, suit or proceeding.

                  (G) Executive Assistance. If a Payment Trigger occurs during
         the term of this Agreement and if the Corporation is not in breach of
         any of the Corporation's covenants set forth in this Agreement, the
         Executive shall, until the expiration of 12 calendar months immediately
         following the calendar month in which the Payment Trigger occurred,
         provide such information and assistance as the Corporation may
         reasonably request as necessary or appropriate to assist any ALLTEL
         Group member in the arbitration or litigation or potential arbitration
         or litigation of any claim, action, suit or proceeding by any person or
         entity other than the Executive against any ALLTEL Group member arising
         from events occurring during the Executive's employment with the ALLTEL
         Group, if the Corporation pays all out-of-pocket expenses incurred by
         the Executive in complying with this paragraph (G). The Executive shall
         not, however, be required to provide assistance that would interfere
         with any activity for remuneration or profit in which the Executive is
         then actively engaged.

         8. No Mitigation. The Executive shall not be required to seek other
            -------------
employment or to attempt in any way to reduce any amounts payable to the
Executive by the Corporation pursuant to this Agreement. Further, the amount of
any payment or benefit provided for in this Agreement shall not be reduced by
any compensation earned by the Executive as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Executive to the Corporation or a Subsidiary, or otherwise.

         9.  Disputes; Remedies.
             ------------------

                  (A) If a dispute or controversy arises out of or in connection
         with this Agreement, the parties shall first attempt in good faith to
         settle the dispute or controversy by mediation under the Commercial
         Mediation Rules of the American Arbitration Association before
         resorting to arbitration or litigation. Thereafter, any remaining
         unresolved dispute or controversy arising out of or in connection with
         this Agreement shall, upon a written notice from the Executive to the
         Corporation either before suit thereupon is filed or within 20 business
         days thereafter, be settled exclusively by arbitration in accordance
         with the Commercial Arbitration Rules of the American Arbitration
         Association in a city located within the continental United States
         designated by the Executive. Judgment may be entered on the
         arbitrator's award in any court having jurisdiction. Notwithstanding
         the foregoing provisions of this paragraph (A):
<PAGE>


                           (i)   The Executive shall be entitled to seek
                  specific performance of the Corporation's obligations
                  hereunder during the pendency of any dispute or controversy
                  arising under or in connection with this Agreement; and

                           (ii)  The Corporation shall be entitled to seek the
                  injunctive relief described in paragraph (E) of this Section 9
                  during the pendency of any dispute or controversy arising
                  under or in connection with this Agreement.

                  (B) Any legal action concerning this Agreement, other than a
         mediation or an arbitration described in paragraph (A) of this Section
         9, whether instituted by the Corporation or the Executive, shall be
         brought and resolved only in a state court of competent jurisdiction
         located in the territory that encompasses the city, county, or parish
         in which the Executive's principal residence is located at the time
         such action is commenced. The Corporation hereby irrevocably consents
         and submits to and shall take any action necessary to subject itself to
         the personal jurisdiction of that court and hereby irrevocably agrees
         that all claims in respect of the action shall be instituted, heard,
         and determined in that court. The Corporation agrees that such court is
         a convenient forum, and hereby irrevocably waives, to the fullest
         extent it may effectively do so, the defense of an inconvenient forum
         to the maintenance of the action. Any final judgment in the action may
         be enforced in other jurisdictions by suit on the judgment or in any
         other manner provided by law.

                  (C) The Corporation shall pay all costs and expenses,
         including attorneys' fees and disbursements, of the Corporation and, at
         least monthly, all reasonable costs and expenses, including reasonable
         attorney's fees and disbursements, of the Executive in connection with
         any legal proceeding (including arbitration), whether or not instituted
         by the Corporation or the Executive, relating to the interpretation or
         enforcement of any provision of this Agreement. The Corporation shall
         pay prejudgment interest on any money judgment obtained by the
         Executive as a result of any such proceeding, calculated at the rate
         provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the
         foregoing provisions of this paragraph (C):

                           (i)   If the Executive instituted the legal
                  proceeding and the judge, arbitrator, or other individual
                  presiding over the proceeding affirmatively finds that the
                  Executive instituted the proceeding in bad faith, no
                  reimbursement pursuant to this paragraph (C) shall be due to
                  the Executive, the Executive shall repay the Corporation for
                  any amounts previously paid by it pursuant to this paragraph
                  (C), and the Executive shall pay all reasonable costs and
                  expenses, including reasonable attorney's fees and
                  disbursements, of the Corporation in connection with the
                  proceeding;

                           (ii)  With respect to any dispute in which the
                  Executive challenges the validity or enforceability of any
                  provision of this Agreement in any respect or to any extent,
                  no reimbursement or no further reimbursement pursuant to this
                  paragraph (C) shall be due to the Executive, and the Executive
                  shall repay the Corporation for any amounts previously paid by
                  it pursuant to this paragraph (C); and
<PAGE>


                           (iii) With respect to any dispute or controversy
                  regarding the provisions of Section 7, other than a dispute to
                  which the immediately preceding clause (ii) applies, if the
                  Executive does not prevail (after exhaustion of all available
                  remedies), no further reimbursement pursuant to this paragraph
                  (C) shall be due to the Executive, and the Executive shall
                  repay the Corporation for any amounts previously paid by it
                  pursuant to this paragraph (C) in respect of such dispute.

                  (D) The Executive acknowledges and agrees that the Executive's
         sole and exclusive remedy with respect to any and all claims arising
         under this Agreement or for breach hereof by the Corporation shall be
         the right to receive such amounts as are provided for under Section 4,
         Section 5, and paragraph (C) of this Section 9, to which the Executive
         is otherwise entitled pursuant to the terms and conditions of this
         Agreement.

                  (E) The Executive acknowledges and agrees that each and every
         covenant contained in Section 7 (hereinafter, the "Protective Covenants
         ") is reasonable and is necessary to protect the trade secrets,
         confidential information, and other business interests of the ALLTEL
         Group and that the Executive's compliance with each of the Protective
         Covenants is necessary to protect the ALLTEL Group from unfair injury.
         The Executive acknowledges that the Protective Covenants are a
         principal inducement for the willingness of the Corporation to enter
         into this Agreement and make the payments and provide the benefits to
         the Executive under this Agreement and that the Corporation and the
         Executive intend the Protective Covenants to be binding upon and
         enforceable against the Executive in accordance with their terms,
         notwithstanding any common or statutory law to the contrary.
         Notwithstanding any other provision of this Agreement, the obligations
         of the Corporation under this Agreement are conditioned upon compliance
         by the Executive with each of the Protective Covenants, and failure by
         the Executive to comply, in all material respects, with the Protective
         Covenants shall entitle the Corporation to all rights and remedies
         available at law or in equity. The Executive acknowledges that a
         breach, in any material respect, of the Protective Covenants could
         result in irreparable and continuing harm and damage to the ALLTEL
         Group for which there may be no adequate remedy at law. In the event of
         a breach, in any material respects, of any of the Protective Covenants,
         each and every member of the ALLTEL

         Group shall be entitled to injunctive relief in addition to any other
         remedy or relief to which any of them may be entitled.
<PAGE>


         10.  Successors; Binding Agreement
              -----------------------------
                  (A) In addition to any obligations imposed by law upon any
         successor to the Corporation, the Corporation shall require any
         successor (whether direct or indirect, by purchase, merger,
         consolidation, or otherwise) to all or substantially all of the
         business or assets of the Corporation expressly to assume and agree to
         perform this Agreement in the same manner and to the same extent that
         the Corporation would be required to perform it if no such succession
         had taken place. Failure of the Corporation to obtain the assumption
         and agreement prior to the effectiveness of any succession shall be a
         breach of this Agreement and shall entitle the Executive to
         compensation from the Corporation in the same amount and on the same
         terms as the Executive would be entitled to hereunder if the Executive
         were to terminate the Executive's employment for Good Reason
         immediately after a Change in Control and during the term of this
         Agreement, except that, for purposes of implementing the foregoing, the
         date on which any succession becomes effective shall be deemed the
         Payment Trigger occasioned by the foregoing deemed termination of
         employment for Good Reason immediately following a Change in Control.
         The provisions of this Section 10 shall continue to apply to each
         subsequent employer of the Executive bound by this Agreement in the
         event of any merger, consolidation, or transfer of all or substantially
         all of the business or assets of that subsequent employer.

                  (B) This Agreement shall inure to the benefit of and be
         enforceable by the Executive's personal or legal representatives,
         executors, administrators, successors, heirs, distributees, devisees,
         and legatees. If the Executive shall die while any amount would be
         payable to the Executive hereunder if the Executive had continued to
         live, the amount, unless otherwise provided herein, shall be paid in
         accordance with the terms of this Agreement to the executors, personal
         representatives, or administrators of the Executive's estate.

         11. Notices. For the purpose of this Agreement, notices and all other
             -------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon actual receipt:

                           To the Corporation:

                           ALLTEL Corporation
                           One Allied Drive
                           Little Rock, Arkansas  72202

                           Attention:  Chairman of the Board

                           To the Executive:

                           David A. Gatewood
                           4 Marans Drive
                           Little Rock, AR 72211
<PAGE>


         12. Miscellaneous. No provision of this Agreement may be modified,
             -------------
waived, or discharged unless such waiver, modification, or discharge is agreed
to in writing and signed by the Executive and an officer of the Corporation
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction, and performance of this
Agreement shall be governed by the laws of the State of Delaware. All references
to sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state, or
local law and any additional withholding to which the Executive has agreed.

         13.  Validity.  The invalidity or unenforceability of any provision of
              --------
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         14.  Counterparts.  This Agreement may be executed in several
              ------------
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date set forth above.

                                          ALLTEL CORPORATION


Attest:
  /s/ Francis X. Frantz                  /s/ Joe T. Ford
____________________________         By:__________________________________
Name:  Francis X. Frantz                Name:  Joe. T. Ford
Title: Secretary                        Title:

Witness:
                                         /s/ David A. Gatewood
----------------------------            -----------------------------------
                                        David A. Gatewood