ALLTEL CORPORATION

                      Resolutions of the Board of Directors
                                January 25, 2001

                RE: Amendment to ALLTEL Corporation Supplemental
                    Executive Retirement Plan

         WHEREAS, ALLTEL Corporation ("ALLTEL") maintains the ALLTEL Corporation
Supplemental Executive Retirement Plan, as amended (the "SERP"); and

         WHEREAS, the Board of Directors deems it advisable to amend the SERP in
 the manner set forth in these resolutions;

         NOW, THEREFORE, BE IT RESOLVED that, effective with respect to all
current and future Participants in the SERP, the SERP is amended as follows:

         1.  Section 2.01(g) is amended to provide as follows:

         (g)      "Compensation" means, with respect to the Controlled Group,
                  for a calendar year, the sum of: (a) the Participant's base
                  salary paid to the Participant during the calendar year; and
                  (b) the total of all amounts paid to the Participant pursuant
                  to all incentive compensation plans during the calendar year.

                  For purposes of this definition, incentive compensation plans
                  shall include, without limitation, the ALLTEL Corporation
                  Performance Incentive Compensation Plan or any successor
                  thereto as in effect from time to time, the ALLTEL Corporation
                  Long-Term Performance Incentive Compensation Plan or any
                  successor thereto 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 or
                  any successor thereto as in effect from time to time, the
                  ALLTEL Corporation 1998 Management Deferred Compensation Plan
                  or any successor thereto 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.

                  Notwithstanding the foregoing: (1) Compensation shall not be
                  affected by any compensation reduction pursuant to a
                  "cafeteria plan" as defined in Section 125 of the Code; (2)
                  Compensation shall not be affected by the deferral of any
                  amount that would otherwise constitute Compensation under any
                  cash-or-deferred arrangement under Section 401(k) of the Code

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                  or under any nonqualified arrangement, and any such deferred
                  amount (that would otherwise be Compensation) shall be
                  credited to the Participant as Compensation during the
                  calendar year when the deferred amount would have been paid
                  (in the absence of the deferral election) rather than during
                  the period when the deferred amount is paid; and (3) in no
                  event shall any of the following be included as Compensation:
                  (a) any bonus payment not paid pursuant to a formalized
                  incentive compensation plan or arrangement covering executives
                  of the Controlled Group; and (b) any payment, whether paid
                  before or after employment termination, pursuant to or in
                  respect of any severance or change in control plan,
                  arrangement, or agreement, including, without limitation, any
                  agreement covered by Section 2.01(v), the Amended and Restated
                  Change-In-Control Severance Agreement dated as of December 29,
                  1997 between Kevin L. Beebe and 360(degree) Communications
                  Company, as amended, and the Amended and Restated
                  Change-In-Control Severance Agreement dated as of December 29,
                  1997 between Jeffery R. Gardner and 360(degree) Communications
                  Company, as amended.

         2.       Section 2.01(v) is amended to provide as follows:

         (v)      "Payment Trigger Compensation" means, with respect to the
                  Controlled Group, the sum of: (1) the highest of (a) the
                  Participant's annual base salary in effect immediately prior
                  to the occurrence of a Change in Control, (b) the
                  Participant's annual base salary in effect immediately prior
                  to the occurrence of a Payment Trigger, or (c) the
                  Participant's annual base salary in effect on the day
                  immediately preceding the Participant's Retirement; and (2)
                  the highest of (a) the aggregate maximum amounts payable to
                  the Participant 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 a
                  Change in Control occurs, (b) the aggregate maximum amounts
                  payable to the Participant 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 a Payment Trigger occurs, or (c) the
                  aggregate maximum amounts payable to the Participant pursuant
                  to all incentive compensation plans for the fiscal year or
                  other measuring period commencing coincident with or most
                  recently prior to the date of the Participant's Retirement,
                  in each case assuming that the Participant were continuously
                  employed by the Controlled Group on the terms and conditions,
                  including, without limitation, the terms of the incentive
                  plans, in effect immediately prior to the Change in Control,
                  Payment Trigger, or Retirement whichever applies, until the
                  last day of that fiscal year or other measuring period.  For
                  purposes of this definition, amounts payable to the
                  Participant 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, Payment Trigger, or Retirement, 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.

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                  For purposes of this definition, incentive compensation plans
                  shall include, without limitation, the ALLTEL Corporation
                  Performance Incentive Compensation Plan or any successor
                  thereto as in effect from time to time, the ALLTEL Corporation
                  Long-Term Performance Incentive Compensation Plan or any
                  successor thereto 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 or
                  any successor thereto as in effect from time to time, the
                  ALLTEL Corporation 1998 Management Deferred Compensation Plan
                  or any successor thereto 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.

                  Notwithstanding the foregoing: (1) Payment Trigger
                  Compensation shall not be affected by any compensation
                  reduction pursuant to a "cafeteria plan" as defined in Section
                  125 of the Code; (2) Payment Trigger Compensation shall not be
                  affected by the deferral of any amount that would otherwise
                  constitute Compensation under any cash-or-deferred arrangement
                  under Section 401(k) of the Code or under any nonqualified
                  arrangement, and any such deferred amount (that would
                  otherwise constitute Payment Trigger Compensation) shall be
                  taken into account as of the date the deferred amount would
                  have been payable (in the absence of the deferral election)
                  rather than when the deferred amount is payable; and (3) in no
                  event shall any of the following be included as Payment
                  Trigger Compensation: (a) any bonus payment not paid or
                  payable pursuant to a formalized incentive compensation plan
                  or arrangement covering executives of the Controlled Group;
                  and (b) any payment, whether paid or payable before or after
                  employment termination, pursuant to or in respect of any
                  severance or change in control plan, arrangement, or
                  agreement, including, without limitation, any agreement
                  covered by Section 2.01(v), the Amended and Restated
                  Change-In-Control Severance Agreement dated as of December 29,
                  1997 between Kevin L. Beebe and 360(degree) Communications
                  Company, as amended, and the Amended and Restated
                  Change-In-Control Severance Agreement dated as of December 29,
                  1997 between Jeffery R. Gardner and 360(degree) Communications
                  Company, as amended.

         RESOLVED FURTHER, that the officers of ALLTEL be, and each of them
hereby is, authorized and directed, for and on behalf of ALLTEL, to do any and
all things necessary or appropriate to carry out the foregoing amendment.