AMENDMENT NO. 17

                                       TO

                         ALLTEL CORPORATION THRIFT PLAN

                          (January 1, 1994 Restatement)

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

         WHEREAS, the Corporation desires further to amend the Plan;

         NOW, THEREFORE, the Corporation hereby amends the Plan in the respects
hereinafter set forth:

         Effective as of the date set forth below, the Plan is amended by adding
immediately following Article XXVIII thereof, the following new Article XXIX:

                                  ARTICLE XXIX
                TRANSFER OF BENEFITS TO THE PLAN WITH RESPECT TO
                           CERTAIN FORMER EMPLOYEES OF
                           SOUTHWESTCO WIRELESS, L.P.

29.01        Definitions.1        Definitions
             -----------          -----------

             For purposes of this Article XXIX, the following definitions shall
             apply:

             (a)       "Southwestco" shall mean Southwestco Wireless, L.P.

             (b)       The "Effective Date" shall mean September 30, 2000, or
                       such later date as may be determined by the Plan
                       Administrator.

             (c)       The "Employee Transfer Agreement" shall mean the SWW
                       Employee Transfer Agreement between Southwestco Wireless,
                       L.P. and ALLTEL Corporation, dated January 31, 2000.

             (d)       The "Transfer Accounts" shall mean the accounts
                       transferred to the Plan from the Transfer Plan in
                       accordance with the provisions of the Employee Transfer
                       Agreement.

             (e)       A "Transferred Employee" shall mean an active employee
                       whose employment transfers pursuant to the Employee
                       Transfer Agreement from Southwestco to an Employer as of
                       the Effective Date.

             (f)       The "Transfer Plan" shall mean the Bell Atlantic Mobile
                       Savings and Profit Sharing Retirement Plan.
<PAGE>

29.02        Transfer of Accounts.
             --------------------

             The Corporation shall direct the Trustee to accept the Transfer
             Accounts from the trustee(s) of the Transfer Plan, in accordance
             with the provisions of the Employee Transfer Agreement, to be held,
             administered, and disposed of by the Trustee, under the terms,
             conditions, and provisions of the Plan. Except as otherwise
             expressly provided in this Article XXIX, the general provisions of
             the Plan shall govern with respect to the Transfer Accounts, to the
             extent not inconsistent with any provision of the Transfer Plan
             that may not be eliminated under Section 411(d)(6) of the Code.

29.03        Establishment of Accounts.
             -------------------------

             As of the Effective Date, Separate Accounts shall be established in
             accordance with the provisions of Section 11.08 in the name of each
             Transferred Employee. In addition to any credits or debits to the
             Separate Account of the Transferred Employees on or after the
             Effective Date, in accordance with the Plan's general provisions,
             as of the date the Transfer Accounts are received by the Trustee
             and deposited in the Trust Fund there shall be credited to each
             such Separate Account or Sub-Account, as applicable, the value of
             such Transferred Employee's prior separate account or sub-account
             of the corresponding type under the Transfer Plan as certified to
             the Plan Administrator by the plan administrator of the Transfer
             Plan.

29.04        Elections, Waivers, and Beneficiary Designations.
             ------------------------------------------------

             Provided that an election, waiver, or beneficiary designation has
             not become irrevocable (by reason of death or otherwise), the
             provisions of the Plan with respect to elections, waivers, and
             beneficiary designations shall apply to the Transfer Accounts.
<PAGE>

29.05        Outstanding Loans.
             -----------------

             Notwithstanding any other provision of the Plan to the contrary,
             any outstanding loan of a Transferred Employee under the Transfer
             Plan shall be repaid under the Plan by payroll deduction and
             otherwise continue to be administered in accordance with its terms
             and the applicable provisions of the Transfer Plan in effect at the
             time the loan was granted.

29.06        Vested Interest of Transfer Employees.
             -------------------------------------

             Each Transferred Employee shall be 100% vested in the entire
             balance of his separate account transferred to the Plan from the
             Transfer Plan.

29.07        Overriding Provisions.
             ---------------------

             The provisions of this Article XXIX shall apply notwithstanding any
             other provisions of the Plan, except Section 3.07, and shall
             override any conflicting Plan provisions.

         IN WITNESS WHEREOF, the Corporation, by its duly authorized officer,
has caused this Amendment to be executed on this 6th day of November,
2000 .

                                     ALLTEL CORPORATION



                                         /s/ Scott Ford
                                     By:_______________________________
                                        Title: President & Chief
                                               Operating Officer


<PAGE>

                                AMENDMENT NO. 18

                                       TO

                         ALLTEL CORPORATION THRIFT PLAN

                          (January 1, 1994 Restatement)

         WHEREAS, ALLTEL Corporation (the "Company") maintains the ALLTEL
Corporation Thrift 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 (bb) at the end thereof to provide as follows:

         (bb) 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 (cc) at the end thereof to provide as follows:

         (cc) 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 (dd) at the end thereof to provide as
follows:

         (dd) 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 July 1, 2000, Section 13.11 of the Plan is amended
by adding a new subsection (gg) at the end of thereof to provide as follows:

         (gg) 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 as
                    provided in subsection (b) of Section 10.01 on or before the
                    last day of the 2000 Plan Year; and

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

              shall receive an allocation of the Employer Qualified Nonelective
              Contribution for the 2000 Plan Year, as provided in this
              subsection (gg) 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). Such a Participant shall receive
              an allocation of the Employer Qualified Nonelective Contribution
              as provided in Section 13.04, but without regard to the
              requirement that a Participant have a Year of Participation.
<PAGE>

         5. Effective as of September 1, 2000, Section 13.11 of the Plan is
amended by adding a new subsection (hh) at the end of thereof to provide as
follows:

         (hh) 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 as
                    provided in subsection (b) of Section 10.01 on or before the
                    last day of the 2000 Plan Year; and

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

              shall receive an allocation of the Employer Qualified Nonelective
              Contribution for the 2000 Plan Year, as provided in this
              subsection (gg) 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). Such a Participant shall receive
              an allocation of the Employer Qualified Nonelective Contribution
              as provided in Section 13.04, but without regard to the
              requirement that a Participant have a Year of Participation.

         6. Effective as of October 1, 2000, Section 13.11 of the Plan is
amended by adding a new subsection (ii) at the end of thereof to provide as
follows:

         (ii) 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 as
                    provided in subsection (b) of Section 10.01 on or before the
                    last day of the 2000 Plan Year; and

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

              shall receive an allocation of the Employer Qualified Nonelective
              Contribution for the 2000 Plan Year, as provided in this
              subsection (gg) 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). Such a Participant shall receive
              an allocation of the Employer Qualified Nonelective Contribution
              as provided in Section 13.04, but without regard to the
              requirement that a Participant have a Year of Participation..
<PAGE>

         7. Effective as of January 13, 2000, Article XXVIII of the Plan is
amended by addition a new section 28.04 at the end thereof to provide as
follows:

         28.04       Extension of Coverage to Certain Kentucky Employees

                     Effective beginning January 13, 2000 and as more
                     specifically hereinafter provided, the proviso to paragraph
                     (1) of Section 1.11 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"): Effective for payroll periods
                     commencing after January 13, 2000, a Decertified Employee
                     who on or after January 13, 2000 would be an Eligible
                     Employee but for the proviso to paragraph (1) of Section
                     1.11 may elect to become an Electing Participant and to
                     have Salary Deferral Contributions made to the Plan on his
                     behalf by his Employer as provided under Article XII. For
                     purposes of the provisions of the Plan relating to the
                     Employer Qualified Nonelective Contribution for the Plan
                     Year ending December 31, 2000, the Compensation for the
                     Plan Year ending December 31, 2000 of a Decertified
                     Employee who would have been an Eligible Employee at
                     relevant times during the Plan Year ending December 31,
                     2000 but for paragraph (1) of Section 1.11 shall be
                     determined as though such Decertified Employee had been 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: