SECOND AMENDMENT

                                       TO

                               ALLTEL CORPORATION

                1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

         WHEREAS, the Board of Directors of ALLTEL Corporation ("ALLTEL")
adopted the ALLTEL Corporation 1994 Stock Option Plan for Nonemployee Directors
(the "Plan") effective January 27, 1994, and the stockholders of ALLTEL approved
the Plan at the 1994 Annual Meeting of Stockholders of ALLTEL; and

         WHEREAS, the Plan provides that it may be amended by the Board of
Directors of ALLTEL;

         WHEREAS, the Board of Directors of ALLTEL amended the Plan by a First
Amendment, effective as of January 30, 1997, and the Board of Directors of
ALLTEL has determined that a further amendment is advisable;

         NOW, THEREFORE, the Plan hereby is further amended, effective as of
January 29, 1998, as follows:

         2.       Section 6.2 of the Plan is hereby amended in its entirety to
                  read as follows:

                  "6.2 Subsequent Grants of Options. During the period after the
                  date ALLTEL's 1994 Annual Meeting is concluded that the Plan
                  is in effect, Options shall be granted under the Plan as
                  follows:

                           (a) each Person who is a Nonemployee Director
                  immediately following each of ALLTEL's annual meetings of
                  stockholders held during calendar years after 1994 (other than
                  a Person who first becomes a Nonemployee Director on the date
                  of any such annual meeting) shall be granted an Option to
                  purchase 2,000 Shares, effective as of the date each such
                  annual meeting of stockholders is concluded, and each Person
                  who first becomes a Nonemployee Director on any date other
                  than the date on which ALLTEL's 1994 Annual Meeting of
                  Stockholders is concluded shall be granted an Option to
                  purchase 10,000 Shares, effective as of the date such Person
                  first becomes a Nonemployee Director;

                           (b) each Person who is a Nonemployee Director
                  immediately following each of ALLTEL's annual meetings of
                  stockholders held during calendar years commencing in 1997
                  (other than a Person who first becomes a Nonemployee Director
                  on the date of any such annual meeting) shall be granted an
                  additional Option to purchase 1,500 Shares, effective as of
                  the date each such annual meeting of stockholders is
                  concluded;

                           (c) each Nonemployee Director who was a participant
                  in the ALLTEL Corporation Directors' Retirement Plan, as
                  amended, as of January 30, 1997 and who elected to receive
                  Options in accordance with this Section 6.2(c) by submission
                  of a Directors' Retirement Plan Election Form in the form
                  approved by the Board of Directors, shall be granted the
                  number of Options set forth opposite the Person's name on
                  Schedule 1 attached to the First Amendment to this Plan,
                  effective as of February 14, 1997"; and

                           (d) each Nonemployee Director who is a Nonemployee
                  Director immediately following each of ALLTEL's annual
                  meetings of stockholders held during calendar years commencing
                  in 1998 (other than a Person who first becomes a Nonemployee
                  Director on the date of any such annual meeting) shall be
                  granted an additional Option to purchase 1,000 Shares,
                  effective as of the date each such annual meeting of
                  stockholders is concluded.
<PAGE>



                                 THIRD AMENDMENT

                                       TO

                               ALLTEL CORPORATION

                1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

         WHEREAS, the Board of Directors of ALLTEL Corporation ("ALLTEL")
adopted the ALLTEL Corporation 1994 Stock Option Plan for Nonemployee Directors
effective January 27, 1994, and the stockholders of ALLTEL approved the Plan at
the 1994 Annual Meeting of Stockholders of ALLTEL; and

         WHEREAS, the Plan provides that it may be amended by the Board of
Directors of ALLTEL;

         WHEREAS, the Plan subsequently was amended by a First Amendment (the
"First Amendment") adopted by the Board of Directors effective as of January 30,
1997 and by a Second Amendment (the "Second Amendment") adopted by the Board of
Directors effective as of January 29, 1998 ; and

         WHEREAS, the Board of Directors of ALLTEL has determined that a further
amendment to the Plan is advisable;

         NOW, THEREFORE, BE IT RESOLVED, that the Plan, as amended by the First
Amendment, hereby is further amended, effective as of January 28, 1999, as
follows:

         1.  Section 6.2 of the Plan hereby is amended in its entirety to read
         as follows:

                  "6.2 Subsequent Grants of Options. During the period after the
         date ALLTEL's 1994 Annual Meeting is concluded that the Plan is in
         effect, Options shall be granted under the Plan as follows:

                  (a) each Person who is a Nonemployee Director immediately
         following each of ALLTEL's annual meetings of stockholders held during
         calendar years after 1994 (other than a Person who first becomes a
         Nonemployee Director on the date of any such annual meeting) shall be
         granted an Option to purchase 2,000 Shares, effective as of the date
         each such annual meeting of stockholders is concluded, and each Person
         who first becomes a Nonemployee Director on any date other than the
         date on which ALLTEL's 1994 Annual Meeting of Stockholders is concluded
         shall be granted an Option to purchase 10,000 Shares, effective as of
         the date such Person first becomes a Nonemployee Director;

                  (b) each Person who is a Nonemployee Director immediately
         following each of ALLTEL's annual meetings of stockholders held during
         calendar years commencing in 1997 (other than a Person who first
         becomes a Nonemployee Director on the date of any such annual meeting)
         shall be granted an additional


<PAGE>





         Option to purchase 1,500 Shares, effective as of the date each such
         annual meeting of stockholders is concluded;

                  (c) each Nonemployee Director who was a participant in the
         ALLTEL Corporation Directors' Retirement Plan, as amended, as of
         January 30, 1997 and who elected to receive Options in accordance with
         this Section 6.2(c) by submission of a Directors' Retirement Plan
         Election Form in the form approved by the Board of Directors, shall be
         granted the number of Options set forth opposite the Person's name on
         Schedule 1 attached to the First Amendment to this Plan, effective as
         of February 14, 1997;

                  (d) each Nonemployee Director who is a Nonemployee Director
         immediately following each of ALLTEL's annual meetings of stockholders
         held during calendar years commencing in 1998 (other than a Person who
         first becomes a Nonemployee Director on the date of any such annual
         meeting) shall be granted an additional Option to purchase 1,000
         Shares, effective as of the date each such annual meeting of
         stockholders is concluded; and

                  (e) each Nonemployee Director who is a Nonemployee Director
         immediately following each of ALLTEL's annual meetings of stockholders
         held during calendar years commencing in 1999 (other than a Person who
         first becomes a Nonemployee Director on the date of any such annual
         meeting) shall be granted an additional Option to purchase 1,000
         Shares, effective as of the date each such annual meeting of
         stockholders is concluded."

         2.  Section 6.11 of the Plan hereby is amended in its entirety to read
         as follows:

                  "6.11 Nontransferability of Options. Except as provided in
         this Section 6.11, no Option granted under the plan may be sold,
         transferred, pledged, assigned, or otherwise alienated or hypothecated,
         other than by will or by the laws of descent and distribution or
         pursuant to a qualified domestic relations order, as defined by the
         Code, Title I of the Employee Retirement Income Security Act, or the
         rules thereunder. Notwithstanding the foregoing, and subject to such
         conditions as the Board may prescribe from time to time, the Board may
         permit, during the lifetime of the holder of an Option, the transfer or
         assignment of the Option. The designation of a beneficiary with respect
         to an Option shall not constitute a transfer for purposes of this
         Section 6.11."
<PAGE>

         RESOLVED FURTHER, that, pursuant to Section 6.11 of the Plan, the Board
hereby establishes the following conditions on which outstanding options
previously granted under the Plan and options that hereafter may be granted
under the Plan may be transferred:

         1.       An option may be transferred by a director only to: (i) a
                  Family Member (as hereinafter defined), (ii) a trust or
                  custodianship for the sole benefit of one or more Family
                  Members, (iii) a partnership whose only partners are Family
                  Members, or (iv) a limited liability company whose only
                  members are Family Members. "Family Members" means any of the
                  director's children, stepchildren, grandchildren, parents,
                  stepparents, grandparents, spouse, siblings (including
                  half-brothers and sisters), nieces, nephews and in-laws.

         2.       Any transfer of an option must be made without consideration,
                  unless otherwise required by a court order.

         3.       A permitted transferee (a "Transferee") of an option will have
                  the same rights and obligations with respect to the option as
                  the director who transferred the option, except that the
                  Transferee may subsequently transfer the option only: (i) by
                  designating a beneficiary or beneficiaries to receive the
                  Transferee's benefits with respect to the option upon the
                  Transferee's death, (ii) to a beneficiary of the trust or
                  custodianship, if the Transferee is a trust or custodianship,
                  (iii) to a partner, if the Transferee is a partnership, or
                  (iv) to a member of the company, if the Transferee is a
                  limited liability company.  The transfer of an option will not
                  affect the terms of the options (with respect to vesting,
                  exercisability, expiration, termination, or the like.)

         4.       Options may be transferred only upon compliance with all
                  applicable laws, rules, and regulations (including, without
                  limitation, the federal securities laws).

         5.       The officers of ALLTEL are authorized to adopt forms to be
                  used for transferring options, for exercising transferred
                  options, and for designating beneficiaries.

<PAGE>

                                FOURTH AMENDMENT

                                       TO

                               ALLTEL CORPORATION

                1994 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS

         WHEREAS, the Board of Directors of ALLTEL Corporation ("ALLTEL")
adopted the ALLTEL Corporation 1994 Stock Option Plan for Nonemployee Directors
(the "Plan"), effective January 27, 1994, and the stockholders of ALLTEL
approved the Plan at the 1994 Annual Meeting of Stockholders of ALLTEL; and

         WHEREAS, the Plan provides that it may be amended by the Board of
Directors of ALLTEL;

         WHEREAS, the Plan subsequently was amended by a First Amendment (the
"First Amendment") adopted by the Board of Directors effective as of January 30,
1997 and by a Second Amendment (the "Second Amendment") adopted by the Board of
Directors effective as of January 29, 1998 , and by a Third Amendment (the
"Third Amendment") adopted by the Board of Directors effective as of January 28,
1999; and

         WHEREAS, the Board of Directors of ALLTEL has determined that a further
amendment to the Plan is advisable;

         NOW, THEREFORE, BE IT RESOLVED, that the Plan, as amended by the First
Amendment, Second Amendment, and Third Amendment, is hereby further amended,
effective as of January 27, 2000, as follows:

                  "6.2 Subsequent Grants of Options. During the period after the
         date ALLTEL's 1994 Annual Meeting is concluded that the Plan is in
         effect, Options shall be granted under the Plan as follows:

                  (a) each Person who is a Nonemployee Director immediately
         following each of ALLTEL's annual meetings of stockholders held during
         calendar years after 1994 (other than a Person who first becomes a
         Nonemployee Director on the date of any such annual meeting) shall be
         granted an Option to purchase 2,000 Shares, effective as of the date
         each such annual meeting of stockholders is concluded, and each Person
         who first becomes a Nonemployee Director on any date other than the
         date on which ALLTEL's 1994 Annual Meeting of Stockholders is concluded
         shall be granted an Option to purchase 10,000 Shares, effective as of
         the date such Person first becomes a Nonemployee Director;

                  (b) each Person who is a Nonemployee Director immediately
         following each of ALLTEL's annual meetings of stockholders held during
         calendar years commencing in 1997 (other than a Person who first
         becomes a Nonemployee Director on the date of any such annual meeting)
         shall be granted an additional Option to purchase 1,500 Shares,
         effective as of the date each such annual meeting of stockholders is
         concluded;


<PAGE>





                  (c) each Nonemployee Director who was a participant in the
         ALLTEL Corporation Directors' Retirement Plan, as amended, as of
         January 30, 1997 and who elected to receive Options in accordance with
         this Section 6.2(c) by submission of a Directors' Retirement Plan
         Election Form in the form approved by the Board of Directors, shall be
         granted the number of Options set forth opposite the Person's name on
         Schedule 1 attached to the First Amendment to this Plan, effective as
         of February 14, 1997;

                  (d) each Nonemployee Director who is a Nonemployee Director
         immediately following each of ALLTEL's annual meetings of stockholders
         held during calendar years commencing in 1998 (other than a Person who
         first becomes a Nonemployee Director on the date of any such annual
         meeting) shall be granted an additional Option to purchase 1,000
         Shares, effective as of the date each such annual meeting of
         stockholders is concluded;

                  (e) each Nonemployee Director who is a Nonemployee Director
         immediately following each of ALLTEL's annual meetings of stockholders
         held during calendar years commencing in 1999 (other than a Person who
         first becomes a Nonemployee Director on the date of any such annual
         meeting) shall be granted an additional Option to purchase 1,000
         Shares, effective as of the date each such annual meeting of
         stockholders is concluded; and

                  (f) each Nonemployee Director who is a Nonemployee Director
         immediately following each of ALLTEL's annual meetings of stockholders
         held during calendar years commencing in 2000 (other than a Person who
         first becomes a Nonemployee Director on the date of any such annual
         meeting) shall be granted an additional Option to purchase 1,000
         Shares, effective as of the date each such annual meeting of
         stockholders is concluded."