AMENDMENT NO. 14

                                       TO

                     ALLTEL CORPORATION PROFIT-SHARING PLAN

                          (January 1, 1994 Restatement)

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

             WHEREAS, the Company desires further to amend the Plan;

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

             1.  Effective as of April 1, 2000, Section 9.04 of the Plan is
amended by adding a new subsection (ee) at the end thereof to provide as
follows:

             (ee) In determining Years of Eligibility Service for an Employee
                  who was an employee of BellSouth  Corporation - Atlanta
                  ("BSA") immediately prior to April 1, 2000, and became an
                  Employee on April 1, 2000, the Employee's  period or periods
                  of employment with BSA prior to April 1. 2000 that would have
                  been taken into account under the Plan if such period or
                  periods of employment were service with a member of the
                  Controlled Group,  shall be counted as Years of Eligibility
                  Service.  Notwithstanding any other provision of the Plan,
                  there shall be no duplication of Years of Eligibility Service
                  under the Plan by reason of service (or hours of service) in
                  respect of any single period or otherwise.

             2.   Effective as of May 15, 2000, Section 9.04 of the Plan is
                  amended by adding a new subsection (ff) at the end thereof to
                  provide as follows:

             (ff) In determining  Years of  Eligibility  Service for an Employee
                  who was an employee of Origin Technology in Business,  Inc.
                  ("Origin")  immediately  prior to May 15, 2000, and became an
                  Employee on May 15, 2000, the Employee's  period or periods of
                  employment  with Origin prior to May 15,  2000 that would have
                  been taken into  account  under the Plan if such  period or
                  periods of employment were service with a member of the
                  Controlled  Group,  shall be counted as Years of Eligibility
                  Service.  Notwithstanding any other provision of the Plan,
                  there shall  be no  duplication  of Years of  Eligibility
                  Service under the Plan by reason of service (or hours of
                  service) in respect of any single period or otherwise.
<PAGE>

             3.   Effective  as of September 1, 2000, Section 9.04 of the Plan
                  is amended  by adding a new subsection (gg) at the end thereof
                  to provide as follows:

             (gg) In determining Years of Eligibility Service for an Employee
                  who was an employee of Harris Bank - Chicago ("Harris Bank")
                  immediately prior to September 1, 2000, and became an Employee
                  on September 1, 2000, the Employee's period or periods of
                  employment with Harris Bank prior to September 1, 2000 that
                  would have been taken into account under the Plan if such
                  period or periods of employment were service with a member of
                  the Controlled Group, shall be counted as Years of Eligibility
                  Service. Notwithstanding any other provision of the Plan,
                  there shall be no duplication of Years of Eligibility Service
                  under the Plan by reason of service (or hours of service) in
                  respect of any single period or otherwise.

             4.  Effective as of April 1, 2000, Section 9.05 of the Plan is
                 amended by adding a new subsection (ee) at the end thereof to
                 provide as follows:

             (ee)In determining Years of Vesting Service for an Employee who was
                 an employee of BellSouth  Corporation - Atlanta ("BSA")
                 immediately prior to April 1, 2000, and became an Employee on
                 April 1, 2000, the  Employee's period or periods of employment
                 with BSA prior to April 1, 2000 that would have been taken into
                 account under the Plan if such period or periods of employment
                 were service with a member of the Controlled Group, shall be
                 counted  as  Years  of  Vesting  Service.  Notwithstanding any
                 other provision of the Plan, there shall be no duplication of
                 Years of Vesting Service under the Plan by reason of service
                 (or hours of service) in respect of any single period or
                 otherwise.

             5.  Effective as of May 15, 2000,  Section 9.05 of the Plan is
                 amended by adding a new subsection (ff) at the end thereof to
                 provide as follows:

             (ff)In determining Years of Vesting Service for an Employee who was
                 an employee of Origin Technology in Business, Inc. ("Origin")
                 immediately prior to May 15, 2000, and became an Employee on
                 May 15, 2000, the Employee's period or periods of employment
                 with Origin prior to May 15, 2000 that would have been taken
                 into account under the Plan if such period or periods of
                 employment were service with a member of the Controlled Group,
                 shall be counted as Years of Vesting Service. Notwithstanding
                 any other provision of the Plan, there shall be no duplication
                 of Years of Vesting Service under the Plan by reason of service
                 (or hours of service) in respect of any single period or
                 otherwise.
<PAGE>

             6.  Effective as of September 1, 2000, Section 9.05 of the Plan is
                 amended by adding a new subsection (gg) at the end thereof to
                 provide as follows:

             (gg)In determining Years of Vesting Service for an Employee who was
                 an employee of Harris Bank - Chicago ("Harris Bank")
                 immediately prior to September 1, 2000, and became an Employee
                 on September 1, 2000, the Employee's period or periods of
                 employment with Harris Bank prior to September 1, 2000 that
                 would have been taken into account under the Plan if such
                 period or periods of employment were service with a member of
                 the Controlled Group, shall be counted as Years of Vesting
                 Service. Notwithstanding any other provision of the Plan, there
                 shall be no duplication of Years of Vesting Service under the
                 Plan by reason of service (or hours of service) in respect of
                 any single period or otherwise.

             7.  Effective as of July 1, 2000, Section 13.05 of the Plan is
                 amended by adding a new subsection (oo) at the end thereof to
                 provide as follows:

             (oo)Each person who

                 (i)   was an active employee of GTE Mobilnet Service
                       Corporation and became an Employee on July 1, 2000;

                 (ii)  met the eligibility requirements to become a Participant
                       on or before the last day of the 2000 Plan Year; and

                 (iii) is not otherwise eligible for an allocation of Employer
                       Contribution for the 2000 Plan Year under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 2000 Plan Year as provided in this subsection (oo),
                       if the Participant is credited with at least such number
                       of Hours of Service as the number determined by
                       multiplying 1,000 by a fraction the numerator of which is
                       the number of days of employment with the Controlled
                       Group completed by the Participant in the 2000 Plan Year
                       and the denominator of which is three hundred sixty-five
                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 2000 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (oo) but for his
                       transfer of employment prior to December 31, 2000, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (oo) for the 2000 Plan
                       Year.
<PAGE>

             8.  Effective as of September 1, 2000, Section 13.05 of the Plan is
                 amended by adding a new subsection (pp) at the end thereof to
                 provide as follows:

             (pp)Each person who

                 (i)   was an active employee of Harris Bank - Chicago and
                       became an Employee on September 1, 2000;

                 (ii)  met the eligibility requirements to become a Participant
                       on or before the last day of the 2000 Plan Year; and

                 (iii) is not otherwise eligible for an allocation of Employer
                       Contribution for the 2000 Plan Year under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 2000 Plan Year as provided in this subsection (pp),
                       if the Participant is credited with at least such number
                       of Hours of Service as the number determined by
                       multiplying 1,000 by a fraction the numerator of which is
                       the number of days of employment with the Controlled
                       Group completed by the Participant in the 2000 Plan Year
                       and the denominator of which is three hundred sixty-five
                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 2000 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (pp) but for his
                       transfer of employment prior to December 31, 2000, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (pp) for the 2000 Plan
                       Year.
<PAGE>
             9.  Effective as of October 1, 2000, Section 13.05 of the Plan is
amended by adding a new subsection (qq) at the end thereof to provide as
follows:

             (qq)Each person who

                 (i)   was an active employee of Radiofone/Cellular One and
                       became an Employee on October 1, 2000;

                 (ii)  met the eligibility requirements to become a Participant
                       on or before the last day of the 2000 Plan Year; and

                 (iii) is not otherwise eligible for an allocation of Employer
                       Contribution for the 2000 Plan Year under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 2000 Plan Year as provided in this subsection (qq),
                       if the Participant is credited with at least such number
                       of Hours of Service as the number determined by
                       multiplying 1,000 by a fraction the numerator of which is
                       the number of days of employment with the Controlled
                       Group completed by the Participant in the 2000 Plan Year
                       and the denominator of which is three hundred sixty-five
                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 2000 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (qq) but for his
                       transfer of employment prior to December 31, 2000, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (qq) for the 2000 Plan
                       Year.

             8.  Effective as of January 13, 2000, Article XXIII of the Plan is
amended by adding a new section 23.04 at the end thereof to provide as follows:

           23.04 Extension of Coverage to Certain Kentucky Employees

                       Effective beginning January 13, 2000, and as more
                       specifically hereinafter provided, the proviso to
                       paragraph (a)(1) of Section 1.12 shall not apply to and
                       coverage under the Plan shall be extended to a person who
                       on or after January 13, 2000 is an Employee and who on or
                       before January 13, 2000 was in the bargaining unit
                       described in National Labor Relations Board Case
                       9-RD-1910 (a "Decertified Employee"): For purposes of
                       Sections 13.01, 13.02, 13.03, 13.04, and 13.06, for the
                       Plan Year ending December 31, 2000, a Decertified
                       Employee who would have been an Eligible Employee at
                       relevant times during the Plan Year ending December 31,
                       2000 but for paragraph (a)(1) of Section 1.12 shall be
                       treated as an Eligible Employee at such relevant times
                       during the Plan Year ending December 31, 2000.

             IN WITNESS WHEREOF, the Company, by its duly authorized officer,
has caused this Amendment to be executed on this 29th day of December, 2000.

                                     ALLTEL CORPORATION



                                              /s/ Scott Ford
                                     By:   _____________________________
                                           Title: