AMENDED AND RESTATED
                               AMENDMENT NO. 4
                                     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 to supersede in their entirety the
provisions of Amendment No. 4 to ALLTEL Corporation Thrift Plan (January 1,
1994 Restatement) with the provisions of this Amended and Restated Amendment
No. 4 to ALLTEL Corporation Thrift Plan (January 1, 1994 Restatement);

              NOW THEREFORE, BE IT RESOLVED, that the Company hereby amends
the Plan in the respects hereinafter set forth:

              1. Effective with respect to Plan Years beginning on or after
January 1, 1996, Section 1.01 of the Plan is amended to provide as follows:

1.01     Additional Employer Matching Contribution

         A discretionary Employer matching contribution made pursuant to
         Section 13.03.

              2. Effective with respect to Plan Years beginning on or after
January 1, 1996, the Plan is amended by adding a new Section 1.02-A
immediately following Section 1.02 to provide as follows:

1.02-A   Basic Employer Matching Contribution

         A discretionary Employer matching contribution made pursuant to
         Section 13.02.

              3. Effective with respect to Plan Years beginning on or after
January 1, 1996, the Plan is amended by adding a new Section 1.10-A
immediately following Section 1.10 to provide as follows:

1.10-A   Electing Participant

         Any Participant on whose behalf Salary Deferral Contributions are
         currently being made to the Plan pursuant to the Participant's
         election under Section 12.01.
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              4. Effective as of February 15, 1995, Section 1.13 of the Plan
is amended to provide as follows:

1.13     Employer

         ALLTEL Information Services, Inc., and any other member of the
         Controlled Group adopting the Plan pursuant to Section 3.01 or any
         corresponding predecessor provision of the Plan.

              5. Effective with respect to Plan Years beginning on or after
January 1, 1996, Section 1.14 of the Plan is amended to provide as follows:

1.14     Employer Contribution

         Any Employer contribution made pursuant to Article XIII.

              6. Effective with respect to Plan Years beginning on or after
January 1, 1996, the Plan is amended by adding a new Section 1.14-A immediately
following Section 1.14 to provide as follows:

1.14-A   Employer Qualified Nonelective Contribution

         An Employer contribution made pursuant to Section 13.01.

              7. Effective with respect to Plan Years beginning on or after
January 1, 1996, Section 1.19 of the Plan is amended to provide as follows:

1.19     Matched Salary Deferral Contributions

         With respect to Basic Employer Matching Contributions, an eligible
         Participant's Salary Deferral Contributions that are not in excess of
         6% of his Compensation for the Plan Year.  With respect to Additional
         Employer Matching Contributions, an eligible Participant's Salary
         Deferral Contributions that are (i) in excess of 3% of his
         Compensation for the Plan Year and (ii) not in excess of 6% of his
         Compensation for the Plan Year.

              8. Effective with respect to Plan Years beginning on or after
January 1, 1996, the Plan is amended by adding a new Section 1.19-A
immediately following Section 1.19 to provide as follows:

1.19-A   Matching Employer

         With respect to Basic Matching Employer Contributions, ALLTEL
         Information Services, Inc., each subsidiary (direct or indirect) of
         ALLTEL Information Services, Inc. that is an Employer hereunder (other
         than a subsidiary that has not elected to make Basic Employer Matching
         Contributions to the Plan), and each other Employer that has elected
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         to make Basic Employer Matching Contributions to the Plan. With
         respect to Additional Employer Matching Contributions, each Employer
         that (i) is a Matching Employer with respect to Basic Employer
         Matching Contributions and (ii) has elected to make Additional
         Employer Matching Contributions to the Plan.

              9. Effective with respect to Plan Years beginning on or after
January 1, 1996, Section 1.40 of the Plan is amended to provide as follows:

1.40     Unmatched Salary Deferral Contributions

         With respect to Basic Employer Matching Contributions, all Salary
         Deferral Contributions that are not Matched Salary Contributions with
         respect to Basic Employer Contributions.  With respect to Additional
         Employer Matching Contributions, all Salary Deferral Contributions
         that are not Matched Salary Contributions with respect to Additional
         Employer Contributions.

             10. Effective with respect to Plan Years beginning on or after
January 1, 1996, the Plan is amended by adding a new Section 1.42 immediately
following Section 1.41 to provide as follows:

1.42     Year of Eligibility Service

         A computation period during which an Employee is credited with at
         least 1,000 Hours of Service for purposes of determining his
         eligibility to participate in the Plan with respect to Employer
         Qualified Nonelective Contributions.  For purposes of this
         Section 1.42, a computation period means (i) the 12-consecutive-month
         period beginning on the first date an Employee completes an Hour of
         Service, and (ii) each Plan Year beginning after such date.  The
         determination of Years of Eligibility Service for certain Employees
         may be modified by Section 9.04.

1.43     Year of Participation Service

         A Plan Year beginning on or after January 1, 1996, during which an
         Employee completes at least 1,000 Hours of Service.

             11. Effective with respect to Plan Years beginning on or after
January 1, 1996, paragraph (c) of Section 5.02 of the Plan is amended by
adding immediately following the term "Salary Deferral Contributions
Sub-Account" the following:

         or any portion of the balance of his Employer Contributions
         Sub-Account attributable to Employer Qualified Nonelective
         Contributions

             12. Effective with respect to Plan Years beginning on or after
January 1, 1996, Article VII of the Plan is amended to provide as follows:
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                                  ARTICLE VII
                        LIMITATIONS ON CONTRIBUTIONS


7.01     Definitions

         For purposes of this Article VII, the following terms have the
following meanings:

         (a)  The "actual deferral percentage" with respect to a Participant
              for a particular Plan Year means the ratio of the Salary Deferral
              Contributions made on his behalf for the Plan Year to his test
              compensation for the Plan Year, except that, to the extent
              permitted by regulations issued under Section 401(k) of the Code,
              the Company may elect to take into account in computing the
              numerator of each Participant's actual deferral percentage the
              Employer Qualified Nonelective Contributions made to the Plan on
              his behalf for the Plan Year, but only if such Employer Qualified
              Nonelective Contributions are qualified nonelective
              contributions; provided, however, that contributions made on a
              Participant's behalf for a Plan Year shall be included in
              determining his actual deferral percentage for such Plan Year
              only if the contributions are made to the Plan prior to the end
              of the 12-month period immediately following the Plan Year to
              which the contributions relate.  The determination and treatment
              of the actual deferral percentage amounts for any Participant
              shall satisfy such other requirements as may be prescribed by
              the Secretary of the Treasury.

         (b)  The "aggregate limit" means the sum of (i) 125 percent of the
              greater of the average contribution percentage for Participants
              other than Highly Compensated Employees or the average actual
              deferral percentage for Participants other than Highly
              Compensated Employees and (ii) the lesser of 200 percent or two
              plus the lesser of such average contribution percentage or
              average actual deferral percentage, or, if it would result in a
              larger aggregate limit, the sum of (iii) 125 percent of the
              lesser of the average contribution percentage for Participants
              other than Highly Compensated Employees or the average actual
              deferral percentage for Participants other than Highly
              Compensated Employees and (iv) the lesser of 200 percent or two
              plus the greater of such average contribution percentage or
              average actual deferral percentage.

         (c)  The "annual addition" with respect to a Participant for a
              limitation year means the sum of the Salary Deferral
              Contributions and Employer Contributions allocated to his
              Separate Account for the limitation year (including any amounts
              that are distributed pursuant to Section 7.05 and 7.07, the
              employer contributions, employee contributions, and forfeitures
              allocated to his accounts for the limitation year under any
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              other qualified defined contribution plan (whether or not
              terminated) maintained by an Employer or any other member of the
              Controlled Group, and amounts described in Sections 415(l)(2)and
              419A(d)(2) of the Code allocated to his account for the
              limitation year.

         (d)  The "Code Section 402(g) limit" means the dollar limit imposed
              by Section 402(g)(1) of the Code or established by the Secretary
              of the Treasury pursuant to Section 402(g)(5) of the Code in
              effect on January 1 of the calendar year in which a Participant's
              taxable year begins.

         (e)  The "contribution percentage" with respect to a Participant for
              a particular Plan Year means the ratio of the sum of the Basic
              Employer  Matching  Contributions and Additional Employer
              Matching Contributions made to the Plan on his behalf for the
              Plan Year to his test compensation for such Plan Year, except
              that, to the extent permitted by regulations issued under
              Section 401(m) of the Code, the Company may elect to take into
              account in computing the numerator of each Participant's
              contribution percentage the Salary Deferral Contributions or
              Employer Qualified Nonelective Contributions made to the Plan on
              his behalf for the Plan  Year, but only if such Employer
              Qualified Nonelective Contributions are qualified nonelective
              contributions; provided, however, that any Salary Deferral
              Contributions or Employer Qualified Nonelective Contributions
              that were taken into account in computing the numerator of a
              Participant's actual deferral percentage may not be taken into
              account in computing the numerator of his contribution
              percentage; and provided, further, that contributions made by or
              on a Participant's behalf for a Plan Year shall be included in
              determining his contribution percentage for such Plan Year only
              if the contributions are made to the Plan prior to the end of
              the 12-month period immediately following the Plan Year to which
              the contributions relate.  The determination and treatment of
              the contribution percentage amounts for any Participant shall
              satisfy such other requirements as may be prescribed by the
              Secretary of the Treasury.

         (f)  An "elective contribution" means any employer contribution made
              to a plan maintained by an Employer or any other member of the
              Controlled Group on behalf of a Participant in lieu of cash
              compensation pursuant to his written election to defer under any
              qualified cash or deferred arrangement as described in Section
              401(k) of the Code, any simplified employee pension cash or
              deferred arrangement as described in Section 402(h)(1)(B) of the
              Code, any eligible deferred compensation plan under Section 457
              of the Code, or any plan as described in Section 501(c)(18) of
              the Code, and any contribution made on behalf of the Participant
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<PAGE>

              by an Employer or any other member of the Controlled Group for
              the purchase of an annuity contract under Section 403(b) of the
              Code pursuant to a salary reduction agreement.

         (g)  An "excess deferral" with respect to a Participant means that
              portion of a Participant's Salary Deferral Contributions that,
              when added to amounts deferred under other plans or arrangements
              described in Sections 401(k), 408(k), or 403(b) of the Code,
              would exceed the Code Section 402(g) limit and is includable in
              the Participant's gross income under Section 402(g) of the Code.

         (h)  A "family member" of an Employee means the Employee's spouse,
              his lineal ascendants, his lineal descendants, and the spouses of
              such lineal ascendants and descendants.

         (i)  A "limitation year" means the Plan Year or such other 12-month
              period designated as such by the Company.

         (j)  A "matching contribution" means any employer contribution
              allocated to a Participant's account under the Plan or any other
              plan of an Employer or any other member of the Controlled Group
              solely on account of elective contributions made on his behalf
              or employee contributions made by him.

         (k)  A "qualified nonelective contribution" means any employer
              contribution made on behalf of a Participant that the Participant
              could not elect instead to receive in cash, that is a qualified
              nonelective contribution as defined in Section 401(k) and
              Section 401(m) of the Code and regulations issued thereunder, is
              nonforfeitable when made, and is distributable only as permitted
              in regulations issued under Section 401(k) of the Code.

         (l)  The "test compensation" of a Participant for a Plan Year means
              compensation as defined in Section 414(s) of the Code and
              regulations issued thereunder, limited, however, to (1) $200,000
              for Plan Years beginning on or after January 1, 1989 but prior
              to January 1, 1994, or (2) $150,000 for Plan Years beginning on
              or after January 1, 1994 (subject to adjustment annually at the
              same time and in the same manner as under Section 415(d) of the
              Code as modified by Section 401(a)(17) of the Code; provided,
              however, that the dollar increase in effect on January 1 of any
              calendar year is effective for Plan Years beginning in such
              calendar year).  If the test compensation of a Participant is
              determined over a period of time that contains fewer than 12
              calendar months, then the annual compensation limitation
              described above shall be adjusted with respect to that
              Participant by multiplying the annual compensation limitation in
              effect for the Plan Year by a fraction the numerator of which is
              the number of full months in the period and the denominator of
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              which is 12; provided, however, that no proration is required
              for a Participant who is covered under the Plan for less than
              one full Plan Year if the formula for allocations is based on
              Compensation for a period of at least 12 months.  In determining
              the test compensation, for purposes of applying the annual
              compensation limitation described above, of a Participant who
              is a five-percent owner or among the ten Highly Compensated
              Employees receiving the greatest test compensation for the
              limitation year, the test compensation of the Participant's
              spouse and of his lineal descendants who have not attained
              age 19 as of the close of the limitation year shall be included
              as test compensation of the Participant for the limitation year.
              If as a result of applying the family aggregation rule described
              in the preceding sentence the annual compensation limitation
              would be exceeded, the limitation shall be prorated among the
              affected family members in proportion to each member's test
              compensation as determined prior to application of the family
              aggregation rules.

7.02     Code Section 402(g) Limit

         In no event shall the amount of the Salary Deferral Contributions
         made on behalf of a Participant for his taxable year, when aggregated
         with any elective contributions made on behalf of the Participant
         under any other plan of an Employer or any other member of the
         Controlled Group for his taxable year, exceed the Code Section 402(g)
         limit.  In the event that the Plan Administrator determines that the
         reduction percentage elected by a Participant will result in his
         exceeding the Code Section 402(g) limit, the Plan Administrator may
         adjust the reduction authorization of such Participant by reducing
         the percentage of his Salary Deferral Contributions to such smaller
         percentage that will result in the Code Section 402(g) limit not
         being exceeded.  If the Plan Administrator determines that the Salary
         Deferral Contributions made on behalf of a Participant would exceed
         the Code Section 402(g) limit for his taxable year, the Salary
         Deferral Contributions for such Participant shall be automatically
         suspended for the remainder, if  any, of such taxable year.

7.03     Distribution of Excess Deferrals

         If an Employer notifies the Plan Administrator that the Code
         Section 402(g) limit has been exceeded by a Participant for his
         taxable year, the excess deferrals plus any income and minus any
         losses attributable thereto, shall be distributed to the Participant
         no later than the April 15 immediately following such taxable year.
         Any Salary Deferral Contributions that are distributed to a
         Participant in accordance with this Section 7.03 shall not be taken
         into account in computing the Participant's actual deferral
         percentage for the Plan Year in which the Salary Deferral
         Contributions were made, unless the Participant is a Highly
         Compensated Employee.  If an amount of Salary Deferral Contributions
         is distributed to a Participant in accordance with this Section 7.03,
         matching contributions that are attributable solely to the
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         distributed Salary Deferral Contributions, plus any income and minus
         any losses attributable thereto, shall be distributed to the
         Participant as provided in Section 7.07.

         Notwithstanding any other provision of the Plan to the contrary, If a
         Participant notifies the Plan Administrator in writing no later than
         the March 1 following the close of the Participant's taxable year (1)
         that excess deferrals have been made on his behalf under the Plan and
         any other plan for such taxable year and (2) the amount of such
         excess deferrals which are to be allocated to the Plan, the excess
         deferrals, plus any income and minus any losses attributable thereto,
         may be distributed to the Participant no later than the April 15
         immediately following such taxable year.  Any Salary Deferral
         Contributions that are distributed to a Participant in accordance
         with this Section 7.03 shall nevertheless be taken into account in
         computing the Participant's actual deferral percentage for the Plan
         Year in which the Salary Deferral Contributions were made.  If an
         amount of Salary Deferral Contributions is distributed to a 
         Participant in accordance with this Section 7.03, matching
         contributions that are attributable solely to the distributed Salary
         Deferral Contributions, plus any income and minus any losses
         attributable thereto, shall be distributed to the Participant as
         provided in Section 7.07.

7.04     Limitation on Salary Deferral Contributions of Highly Compensated 
         Employees

         Notwithstanding any other provision of the Plan to the contrary, the
         Salary Deferral Contributions made with respect to a Plan Year on
         behalf of Participants who are Highly Compensated Employees may not
         result in an average actual deferral percentage for such Participants
         that exceeds the greater of:

         (a)  a percentage that is equal to 125 percent of the average actual
              deferral percentage for all other Participants; or

         (b)  a percentage that is not more than 200 percent of the average
              actual deferral percentage for all other Participants and that
              is not more than two percentage points higher than the average
              actual deferral percentage for all other Participants.

         In order to assure that the limitation contained herein is not
         exceeded with respect to a Plan Year, the Plan Administrator is
         authorized to suspend completely further Salary Deferral Contributions
         on behalf of Highly Compensated Employees for any remaining portion
         of a Plan Year or to adjust the projected actual deferral percentages
         of Highly Compensated Employees by reducing their percentage
         elections with respect to Salary Deferral Contributions for any
         remaining portion of a Plan Year to such smaller percentages that
         will result in the limitation set forth above not being exceeded.
         In the event of any such suspension or reduction, Highly Compensated
         Employees affected thereby shall be notified of the reduction or
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         suspension as soon as possible and shall be given an opportunity to
         make a new Salary Deferral Contribution election to be effective the
         first day of the next following Plan Year.  In the absence of such an
         election, the election in effect immediately prior to the suspension
         or adjustment  described  above shall be reinstated as of the first
         day of the next following Plan Year.

         For purposes of applying the imitation contained in this Section 7.04,
         the Salary Deferral Contributions and test compensation of any
         Participant who is a family member of another Participant who is a
         five percent owner or among the ten Highly Compensated Employees
         receiving the greatest test compensation for the Plan Year shall be
         aggregated with the Salary Deferral Contributions and test
         compensation of such other Participant, and such family member shall
         not be considered a Participant for purposes of determining the
         average actual deferral percentage for all other Participants.

         In determining the actual deferral percentage for any Participant who
         is a Highly Compensated Employee for the Plan Year, elective
         contributions made to his accounts under any other plan of an Employer
         or any other member of the Controlled Group shall be treated as if
         all such contributions were made to the Plan; provided, however, that
         if such a plan has a plan year different from the Plan Year, any such
         contributions made to the Highly Compensated Employee's accounts
         under the plan for the plan year ending with or within the same
         calendar year as the Plan Year shall be treated as if such
         contributions were made to the Plan.  Notwithstanding the foregoing,
         such contributions shall not be treated as if they were made to the
         Plan if regulations issued under Section 401(k) of the Code do not
         permit such plan to be aggregated with the Plan.

         If one or more plans of an employer or any other member of the
         Controlled Group are aggregated with the Plan for purposes of
         satisfying the requirements of Section 401(a)(4) or 410(b) of the
         Code, then actual deferral percentages under the Plan shall be
         calculated as if the Plan and such one or more other plans were a
         single plan.  Plans may be aggregated to satisfy Section 401(k) of
         the Code only if they have the same plan year.

         The Plan Administrator shall maintain records sufficient to show that
         the limitation contained in this Section 7.04 was not exceeded with
         respect to any Plan Year.

7.05     Distribution of Excess Salary Deferral Contributions

         Notwithstanding any other provision of the Plan to the contrary, in
         the event that the limitation contained in Section 7.04 is exceeded
         in any Plan Year, the Salary Deferral Contributions made with respect
         to a Highly Compensated Employee that exceed the maximum amount
         permitted to be contributed to the Plan on his behalf under
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         Section 7.04, plus any income and minus any losses attributable
         thereto, shall be distributed to the Highly Compensated Employee
         prior to the end of the next succeeding Plan Year.  If excess amounts
         are attributable to Participants aggregated under the family
         aggregation rules described in Section 7.04, the excess shall be
         allocated among family members in proportion to the Salary Deferral
         Contributions made with respect to each family member.  If such
         excess amounts are distributed more than 2 1/2 months after the last
         day of the Plan Year for which the excess occurred, an excise tax may
         be imposed under Section 4979 of the Code on the Employer maintaining
         the Plan with respect to such amounts.

         The maximum amount permitted to be contributed to the Plan on a Highly
         Compensated Employee's behalf under Section 7.04 shall be determined
         by reducing Salary Deferral Contributions made behalf of Highly
         Compensated Employees in order of their actual deferral percentages
         beginning with the highest of such percentages.  The determination of
         the amount of excess Salary Deferral Contributions shall be made
         after application of Section 7.03, if applicable.

         If an amount of Salary Deferral Contributions is distributed to a
         Participant in accordance with this Section 7.05, matching
         contributions that are attributable solely to the distributed Salary
         Deferral Contributions, plus any income and minus any losses
         attributable thereto, shall be distributed to the Participant as
         provided in Section 7.07.

7.06     Limitation on Matching Contributions of Highly Compensated Employees

         Notwithstanding any other provision of the Plan to the contrary, the
         Basic Employer Matching Contributions and Additional Employer
         Matching Contributions made with respect to a Plan Year on behalf of
         Participants who are Highly Compensated Employees may not result in
         an average contribution percentage for such Participants that exceeds
         the greater of:

         (a)  a percentage that is equal to 125 percent of the average
              contribution percentage for all other Participants; or

         (b)  a percentage that is not more than 200 percent of the average
              contribution percentage for all other Participants and that is
              not more than two percentage points higher than the average
              contribution percentage for all other Participants.

         For purposes of applying the limitation contained in this
         Section 7.06, the Basic Employer Matching Contributions, Additional
         Employer Matching Contributions, Salary Deferral Contributions, and
         Employer Qualified Nonelective Contributions (to the extent that such
         Salary Deferral Contributions or Employer Qualified Nonelective
         Contributions are taken into account in computing contribution
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         percentages), and test compensation of any Participant who is a
         family member of another Participant who is a five percent owner or
         among the ten Highly Compensated Employees receiving the greatest test
         compensation for the Plan Year shall be aggregated with the Basic
         Employer Matching Contributions, Additional Employer Matching
         Contributions, Salary Deferral Contributions, Employer Qualified
         Nonelective Contributions, and test compensation of such other
         Participant, and such family member shall not be considered a
         Participant for purposes of determining the average contribution
         percentage for all other Participants.

         In determining the contribution percentage for any Participant who
         is a Highly Compensated Employee for the Plan Year, matching
         contributions, employee contributions, elective contributions, and
         qualified nonelective contributions (to the extent that elective
         contributions and qualified nonelective contributions are taken into
         account in computing contribution percentages) made to his accounts
         under any other plan of an Employer or any other member of the
         Controlled Group shall be treated as if all such contributions were
         made to the Plan; provided, however, that if such a plan has a plan
         year different from the Plan Year, any such contributions made to the
         Highly Compensated Employee's accounts under the plan for the plan
         year ending with or within the same calendar year as the Plan Year
         shall be treated as if such contributions were made to the Plan.
         Notwithstanding the foregoing, such contributions shall not be
         treated as if they were made to the Plan if regulations issued under
         Section 401(m) of the Code do not permit such plan to be aggregated
         with the Plan.

         If one or more plans of an Employer or any other member of the
         Controlled Group are aggregated with the Plan for purposes of
         satisfying the requirements of Section 401(a)(4) or 410(b) of the
         Code, the contribution percentages under the Plan shall be calculated
         as if the Plan and such one or more other plans were a single plan.
         Plans may be aggregated to satisfy Section 401(m) of the Code only if
         they have the same plan year.

         The Plan Administrator shall maintain records sufficient to show that
         the limitation contained in this Section was not exceeded with
         respect to any Plan Year and the amount of the elective contributions
         and qualified nonelective contributions taken into account in
         computing contribution percentages for any Plan Year.

7.07     Distribution of Excess Matching ContributionsContributions

         Notwithstanding any other provision of the Plan to the contrary, in
         the event that the limitation contained in Section 7.06 is exceeded
         in any Plan Year, the matching contributions made to the Plan on
         behalf of a Highly Compensated Employee that exceed the maximum
         amount permitted to be contributed to the Plan on behalf of such
         Highly Compensated Employee under Section 7.06, plus any income and
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         minus any losses attributable thereto, shall be distributed prior to
         the end of the next succeeding Plan Year as hereinafter provided.
         If excess amounts are attributable to Participants aggregated under
         the family aggregation rules described in Section 7.05, the excess
         shall be allocated among family members in proportion to the matching
         contributions made to the Plan with respect to each family member.
         If such excess amounts are distributed more than 2~1/2 months after
         the last day of the Plan Year for which the excess occurred, an
         excise tax may be imposed under Section 4979 of the Code on the
         Employer maintaining the Plan with respect to such amounts.

         The maximum amount permitted to be contributed to the Plan on behalf
         of a Highly Compensated Employee under Section 7.06 shall be
         determined by reducing matching contributions made to the Plan on
         behalf of Highly Compensated Employees in order of their contribution
         percentages beginning with the highest of such percentages.

         The determination of the amount of excess matching contributions shall
         be made after application of Section 7.03, if applicable, and after
         application of Section 7.05, if applicable.

7.08     Multiple Use Limitation

         Notwithstanding any other provision of the Plan to the contrary, the
         following multiple use limitation as required under Section 401(m) of
         the Code shall apply:  the sum of the average actual deferral
         percentage for Eligible Employees who are Highly Compensated
         Employees and the average contribution percentage for Participants
         who are Highly Compensated Employees may not exceed the aggregate
         limit.  In the event that, after satisfaction of Section 7.05 and
         Section 7.07, it is determined that contributions under the Plan fail
         to satisfy the multiple use imitation contained herein, the multiple
         use limitation shall be satisfied by further reducing the contribution
         percentages of Participants who are Highly Compensated Employees
         (beginning with the highest such percentage) to the extent necessary
         to eliminate the excess, with such further reductions to be treated
         as excess matching contributions and disposed of as provided in
         Section 7.07.

7.09     Determination of Income or Loss

         The income or loss attributable to excess amounts that are distributed
         pursuant to Section 7.05 or 7.07 shall be determined for the Plan
         Year to which such amounts relate under the method otherwise used for
         allocating income or loss to Participants' Separate Accounts.  The
         income attributable to excess amounts that are distributed pursuant
         to Section 7.10 shall be determined for the Plan Year to which such
         amounts relate and the period from the end of such Plan Year to the
         date of distribution under the method otherwise used for allocating
         income to Participants' Separate Accounts.
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7.10     Code Section 415 Limitations on Crediting of Contributions and
         Forfeitures

         Notwithstanding any other provision of the Plan to the contrary, the
         annual addition with respect to a Participant for a limitation year
         shall in no event exceed the lesser of (i) the greater of $30,000 or
         25 percent of the defined benefit dollar limitation set forth in
         Section 415(b)(1) of the Code in effect for the limitation year or
         (ii) 25 percent of the Participant's compensation, as defined in
         Section 415(c)(3) of the Code and regulations issued thereunder.  If
         the annual addition to the Separate Account of a Participant in any
         limitation year would otherwise exceed the amount that may be applied
         for his benefit under the limitation contained in this Section 7.10,
         the limitation shall be satisfied by reducing contributions made on
         behalf of the Participant to the extent necessary in the following
         order:

         (a)  Salary Deferral Contributions made on the Participant's behalf
              for the limitation year that have not been matched, if any, shall
              be reduced.

         (b)  Salary Deferral Contributions made on the Participant's behalf
              for the limitation year that have been matched, if any, and the
              matching contributions attributable thereto shall be reduced pro
              rata.

         (c)  Employer Qualified Nonelective Contributions made on the
              Participant's behalf for the limitation year shall be reduced.

         The amount of any such reduction of Salary Deferral Contributions
         (plus any income attributable thereto) shall be returned to the
         Participant.  The amount of any such reduction of Employer
         Contributions shall be deemed a forfeiture for the limitation year
         and held unallocated in a suspense account.  The suspense account
         shall be allocated in the same manner as Employer Contributions in
         the next limitation year, and each succeeding limitation year if
         necessary.  If a suspense account is in existence at any time during a
         limitation year, all amounts in the suspense account must be
         allocated to Participants' Separate Accounts (subject to the
         limitations contained herein) before any further Salary Deferral
         Contributions or Employer Contributions may be made to the Plan on
         behalf of Participants.  If a suspense account is in existence at any
         time during a limitation year, it shall not share in any increase or
         decrease in the net worth of the Trust Fund.  For purposes of this
         Section 7.10, excesses shall result only from the allocation of
         forfeitures, a reasonable error in estimating a Participant's annual
         compensation, a reasonable error in determining the amount of elective
         deferrals that may be made with respect to any Participant under the
         limits of Section 415 of the Code, or other limited facts and
         circumstances that justify the availability of the provisions set
         forth above.
                                       13

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7.11     Coverage Under Other Qualified Defined Contribution Plan

         If a Participant is covered by any other qualified defined
         contribution plan (whether or not terminated) maintained by an
         Employer or any other member of the Controlled Group, and if the
         annual addition for the limitation year would otherwise exceed the
         amount that may be applied for the Participant's benefit under the
         limitation contained in Section 7.10, the excess shall be eliminated
         by reducing Salary Deferral Contributions and Employer Contributions
         under the Plan to the extent necessary, as provided in Section 7.10.
         If the limitation in Section 7.10 would still be exceeded after
         applying the provisions of Section 7.10, the excess shall be reduced
         in the manner specified in such other plan.  In the event that a 
         Participant is covered by a qualified defined benefit plan, the
         procedure specified in Section 7.12 shall be implemented prior to
         effecting any reduction in the benefit of the Participant under the
         defined contribution plans.

7.12     Coverage Under Qualified Defined Benefit Plan

         If a Participant in the Plan is also covered by a qualified defined
         benefit plan (whether or not terminated) maintained by an Employer or
         any other member of the Controlled Group, in no event shall the sum
         of the defined benefit plan fraction (as defined in Section 415(e)(2)
         of the Code) and the defined contribution plan fraction (as defined
         in Section 415(e)(3) of the Code) exceed 1.0 in any limitation year.
         If, before October 3, 1973, the Participant was an active participant
         in a qualified defined benefit plan maintained by an Employer or any
         other member of the Controlled Group and otherwise satisfies the
         requirements of Section 2004(d)(2) of ERISA, then for purposes of
         applying this Section 7.12, the defined benefit plan fraction shall
         not exceed 1.0.  In the event the special limitation contained in
         this Section 7.12 is exceeded, the benefits otherwise payable to the
         Participant under any such qualified defined benefit plan shall be
         reduced to the extent necessary to meet such limitation.

         If a Participant was a participant in one or more defined contribution
         plans maintained by the employer which were in existence on
         July 1, 1982, the numerator of the defined contribution plan fraction
         (as defined in Section 415(e)(3) of the Code) will be adjusted if the
         sum of this fraction and the defined benefit plan fraction (as
         defined in Section 415(e)(2) of the Code) would otherwise exceed 1.0
         under the terms of the Plan.  Under this adjustment, an amount equal
         to the product of (1) the excess of the sum of the fractions over
         1.0 times (2) the denominator of this fraction, will be permanently
         subtracted from the numerator of the defined contribution plan
         fraction (as defined in Section 415(e)(3) of the Code).  The
         adjustment is calculated using the fractions as they would be
         computed as of the later of the end of the last limitation year
         beginning before January 1, 1983, or September 30, 1983.  This
         adjustment also will be made if at the end of the last limitation
         year beginning before January 1, 1984, the sum of the fractions
                                       14

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         exceeds 1.0 because of accruals or additions that were made before the
         limitations of this Article VII became effective as to any plans of
         the employer in existence on July 1, 1982.

7.13     Scope of Limitations

         The limitations contained in Sections 7.10, 7.11, and 7.12 shall be
         applicable only with respect to benefits provided pursuant to defined
         contribution plans and defined benefit plans described in
         Section 415(k) of the Code.

7.14     Separate Testing

         The Plan Administrator may elect for any Plan Year to apply
         Section 410(b) of the Code separately to that portion of the Plan
         that benefits Participants who have not both attained age 21 and
         been credited with a year of service with the Controlled Group, in
         accordance with the provisions of Sections 1.410(b)-6(b)(3) and
         1.410(b)-7(b)(3) of the Treasury Regulations.  In which case, the
         requirements of Sections 401(a)(4), 401(k)(3), 401(m)(2), and
         401(m)(9) of the Code shall be applied separately with respect to
         such portion of the Plan.

             13. Effective with respect to Plan Years beginning on or after
January 1, 1996, Article IX of the Plan is amended to provide as follows:

                                  ARTICLE IX
                                   SERVICE


9.01     Crediting of Hours of Service

         (a)  An Employee shall be credited with an Hour of Service for:

              (1)  Each hour for which the Employee is directly or indirectly
                   compensated or entitled to compensation by the Employer or
                   any other member of the Controlled Group for the performance
                   of duties during the applicable Computation Period;

              (2)  Subject to the provisions of Section 9.02, each hour for
                   which the Employee is directly or indirectly  compensated
                   or entitled to compensation by the Employer or any other
                   member of the Controlled Group (irrespective of whether the
                   employment relationship has terminated) for reasons other
                   than the performance of duties (such as vacation, holidays,
                   sickness, jury duty, disability, lay-off, military duty or
                   leave of absence) during the applicable Computation Period;
                   and

              (3)  Each hour for which back pay is awarded or agreed to by the
                   Employer or any other member of the Controlled Group without
                                       15

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                   regard to mitigation of damages (provided that the same
                   Hours of Service shall not be credited under both this
                   paragraph (3) and paragraph (1) or (2) above).

         (b)  If an Employee has been granted an Authorized Leave of Absence,
              he shall be credited with Hours of Service as if he had been
              compensated by the Employer for what would have been his
              regularly scheduled hours of work during the period of such
              Authorized Leave of Absence.  An Employee for whom records of
              his actual numbers of Hours of Service are not normally
              maintained shall be credited with 10 Hours of Service for each
              day of his Authorized Leave of Absence.

         (c)  Notwithstanding the provisions of subsection (a) above, an
              Employee for whom records of his actual number of Hours of
              Service are not normally maintained shall be credited with
              10 Hours of Service for each day he would be required to be
              credited with at least one Hour of Service.

9.02     Limitations on Crediting of Hours of Service

         In the application of the provisions of paragraph (2) of
         subsection (a) of Section 9.01, the following shall apply:

         (a)  No more than 501 Hours of Service are required to be credited to
              an Employee on account of any single continuous period during
              which the Employee performs no duties (whether or not such
              period occurs in a single Plan Year);

         (b)  An hour for which an Employee is directly or indirectly paid or
              entitled to payment, on account of a period during which no
              duties are performed, is not required to be credited to the
              Employee if such payment is made or due under a plan maintained
              solely for the purpose of complying with applicable worker's
              compensation, unemployment compensation or disability insurance
              laws; and

         (c)  Hours of Service are not required to be credited for a payment
              which solely reimburses an Employee for medical or medically
              related expenses incurred by the Employee.

         (d)  A payment shall be deemed to be made by or due from the Employer
              or any other member of the Controlled Group regardless of whether
              such payment is made by or due from the Employer or any other
              member of the Controlled Group directly or indirectly through,
              among others, a trust fund, or insurer, to which the Employer or
              other member of the Controlled Group contributes or pays premiums
              and regardless of whether contributions made or due to the trust
              fund, insurer, or other entity are for the benefit of particular
                                       16

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              Employees or are on behalf of a group of Employees in the
              aggregate.

9.03     Department of Labor Rules

         The provisions of Department of Labor Regulations
         Sections 2530.200b-2(b) and (c) are incorporated herein by reference.

9.04     Years of Eligibility Service

         The following provisions shall apply in determining the Years of
         Eligibility Service for the Employees specified in such provisions:

         (a)  In determining Years of Eligibility Service, an Employee, other
              than an Employee described in the succeeding subsections of this
              Section 9.04, shall receive credit for "Eligibility Years of
              Service" credited to the Employee pursuant to the terms of the
              ALLTEL Corporation Pension Plan (if any) in respect of any
              period not otherwise taken into account under the Plan for
              purposes of determining Years of Eligibility Service; provided,
              however, that there shall be no duplication of Years of
              Eligibility Service under the Plan by reason of any restoration
              of, crediting of, or granting of service in respect of any single
              period or otherwise.

         (b)  In determining Years of Eligibility Service for an Employee who
              was an employee of CP National Corporation or its subsidiaries
              prior to January 1, 1990, for a computation period that includes
              January 1, 1990, the Employee shall receive credit, for a number
              of Hours of Service with respect to any fractional part of a
              year of service credited to the Employee as of the close of
              business on December 31, 1989 under the provisions of the
              Retirement Plan for Employees of CP National Corporation (the
              "CPN Plan"), determined by crediting the Employee with 190 Hours
              of Service for each 1/12th of a fractional year of service.
              Notwithstanding any other provision of this Section 9.04, an
              Employee described in the preceding sentence shall not be
              credited with less Years of Eligibility Service for service in
              the Employee's initial computation period than under the method
              for determining eligibility service under the CPN Plan.

         (c)  In determining Years of Eligibility Service for an Employee who
              was an employee of HWC Distribution Corp. or one of its
              subsidiaries ("HWC") immediately prior to the date as of which
              HWC became a member of the Controlled Group, the Employee's
              period or periods of employment with HWC prior to the date as of
              which HWC became a member of the Controlled Group that would
              have been taken into account under the Plan if such period or
              periods of employment were service with a member of the
                                       17

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<PAGE>

              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.

         (d)  Each person who became an Employee of Systematics Information
              Services, Inc. or its subsidiaries (or Systematics, Inc. or its
              subsidiaries) pursuant to a Facilities Management Agreement prior
              to January 1, 1995, became an Employee of Systematics Information
              Services, Inc. or its subsidiaries pursuant to a Facilities
              Management Agreement on or after January 1, 1995, but prior to
              February 15, 1995, or becomes an Employee of ALLTEL Information
              Services, Inc. or its subsidiaries pursuant to a Facilities
              Management Agreement on or after February 15, 1995, shall be
              credited with Years of Eligibility Service for service with a
              prior employer to the extent, if any, provided in the Facilities
              Management Agreement.

         (e)  In determining the Years of Eligibility Service for an Employee
              who was an employee of GTE Directories Service Corporation or one
              of its subsidiaries ("GTE Directories") immediately prior to
              October 15, 1993 and became an Employee on October 15, 1993 in
              connection with the Purchase and Sale Agreement dated
              May 18, 1993 between GTE Directories Service Corporation and
              ALLTEL Publishing Corporation, the Employee's period or periods
              of employment with GTE Directories and its affiliated
              corporations prior to October 15, 1993 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.

         (f)  In determining Years of Eligibility Service for an Employee who
              was an employee of Dime Savings Bank, F.S.B. ("Dime") immediately
              prior to October 28, 1995, and became an Employee on
              October 28, 1995, the Employee's period or periods of employment
              with Dime prior to October 28, 1995, 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.

         (g)  In determining Years of Eligibility Service for an Employee who
              was an employee of Glendale Federal Bank, F.S.B. ("Glendale")
              immediately prior to December 1, 1995, and became an Employee on
                                       18

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<PAGE>

              December 1, 1995,  the Employee's period or periods of employment
              with Glendale prior to December 1, 1995, 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.

             14. Effective for periods beginning on or after September 1, 1996,
Article X of the Plan is amended to provide as follows:

                                   ARTICLE X
                        ELIGIBILITY AND PARTICIPATION


10.01    Eligibility and Participation

         An Eligible Employee shall become a Participant as follows:

         (a)  For all purposes of the Plan other than with respect to Employer
              Qualified Nonelective Contributions, each Eligible Employee shall
              become a Participant on the date on which he becomes an Eligible
              Employee.  Each Eligible Employee who becomes a Participant
              pursuant to this subsection (a) may elect to become an Electing
              Participant in accordance with Section 12.01.

         (b)  For all purposes of the Plan with respect to Employer Qualified
              Nonelective Contributions, each Eligible Employee shall become a
              Participant on the date following his completion of one Year of
              Eligibility Service, provided that his employment has not
              terminated and he remains an Eligible Employee on such date.

10.2     Termination and Rehiring

              If an Eligible Employee whose service terminated and who is
              subsequently rehired by an Employer had met the requirements of
              both subsection (a) and subsection (b) of Section 10.01 when his
              service terminated, the Eligible Employee shall become eligible
              to participate in the Plan for all purposes of the Plan on his
              Reemployment Commencement Date.

              If an Eligible Employee whose service terminated and who is
              subsequently rehired by an Employer had met the requirements of
              subsection (a) but not subsection (b) of Section 10.01 when his
              service terminated, the Eligible Employee shall become eligible
              to participate in the Plan (i) for all purposes of the Plan other
              than with respect to Employer Qualified Nonelective
              Contributions, on his Reemployment Commencement Date and (ii) for
              all purposes of the Plan with respect to Employer Qualified
                                       19

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<PAGE>

              Nonelective Contributions, on the date following his completion
              of one Year of Eligibility Service, provided that his employment
              has not terminated and he remains an Eligible Employee on such
              date.

10.03    Duration of Participation

         Once an Eligible Employee becomes a Participant, he shall remain a
         Participant (1) while he is an Employee, for so long as a portion of
         the Trust is credited to his Separate Account whether or not he
         continues to be an Eligible Employee, or (2) while he is not an
         Employee, for so long as a portion of the Trust is credited to his
         Separate Account or, if earlier, until his death.  If a Participant
         ceases to be an Eligible Employee, no further Salary Deferral
         Contributions may be made on his behalf and no further Employer
         Contributions shall be allocated to his Separate Account, except as
         provided in clause (2) or (3) of the first paragraph of Section 13.07.
         A Participant who is on an Authorized Leave of Absence shall continue
         as a Participant but no Salary Deferral Contributions or Employer
         Contributions shall be made to his Separate Account for any Plan Year
         during which he does not receive Compensation from an Employer.

             15. Effective with respect to Plan Years beginning on or after
January 1, 1996, the Plan is amended by deleting the term "Active Participant"
therefrom and substituting the term "Electing Participant" therefor, by
deleting the term "Active Participants" therefrom and substituting the term
"Electing Participants" therefor, and by deleting the term "Active
Participant's" therefrom and substituting the term "Electing Participant's" 
therefor, in each place such terms appear.

             16. Effective for periods on or after September 1, 1996,
Section 12.08 of the Plan is amended by deleting the second paragraph
therefrom.

             17. Effective with respect to Plan Years beginning on or after
January 1, 1996, Article XIII of the Plan is amended to provide as follows:

                                 ARTICLE XIII
                   EMPLOYER CONTRIBUTIONS AND ALLOCATIONS


13.01    Employer Qualified Nonelective Contributions

         For each Plan Year, each Employer shall make an Employer Qualified
         Nonelective Contribution under the Plan in an amount equal to one
         percent of the Compensation of persons eligible to share in the
         allocation of Employer Qualified Nonelective Contributions in
         accordance with Section 13.07.
                                       20

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<PAGE>

13.02    Basic Employer Matching Contributions

         For each Plan Year, a Matching Employer may, in its sole discretion,
         make a Basic Matching Contribution or more than one Basic Employer
         Matching Contribution under the Plan in an amount or amounts, if any,
         that the Company, in its sole discretion, shall determine.

13.03    Additional Employer Matching Contributions

         For each Plan Year, a Matching Employer may, in its sole discretion,
         make an Additional Matching Contribution or more than one Additional
         Employer Matching Contribution under the Plan in an amount or amounts,
         if any, that the Company, in its sole discretion, shall determine.

13.04    Allocation of Employer Qualified Nonelective Contributions

         As of the last Valuation  Date of each Plan Year, after making the
         credits or debits to Participants' Separate Accounts required by
         Section 11.07, an amount equal to the Employer Qualified Nonelective
         Contribution for the Plan Year shall be allocated and credited to the
         Employer Contribution Account of each Participant in the Plan who is
         eligible (in accordance with Section 13.07) to share in the allocation
         of the Employer Qualified Nonelective Contribution for the Plan Year
         in an amount equal to one percent of his Compensation for the Plan
         Year.

13.05    Allocation of Basic Employer Matching Contributions

         As of the last Valuation Date of each Plan Year, after making the
         credits or debits to Participants' Separate Accounts required by
         Section 11.07, an amount equal to the Basic Employer Matching
         Contribution(s) for the Plan Year shall be allocated and credited to
         the Employer Contribution Accounts of those Participants in the Plan
         who are eligible (in accordance with Section 13.07) to share in the
         allocation of the Basic Employer Matching Contribution(s) for the Plan
         Year and who during such Plan Year were Eligible Employees of a
         Matching Employer that made a Basic Matching Contribution to the Plan
         for such Plan Year.  The allocation of the Basic Employer Matching
         Contribution(s) for a Plan Year shall be in the proportion which the
         Matched Salary Deferral Contributions for the Plan Year made on behalf
         of a Participant eligible (in accordance with Section 13.07) to share
         in the allocation of the Basic Employer Matching Contribution(s) for
         the Plan Year bear to the aggregate Matched Salary Deferral
         Contributions made during the Plan Year for all Participants who are
         eligible (in accordance with Section 13.07) to share in the allocation
         of the Basic Employer Matching Contribution(s) for the Plan Year.
                                       21

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<PAGE>

13.06    Allocation of Additional Employer Matching Contributions

         As of the last Valuation Date of each Plan Year, after making the
         credits or debits to Participants' Separate Accounts required by
         Section 11.07, an amount equal to the Additional Employer Matching
         Contribution(s) for the Plan Year shall be allocated and credited to
         the Employer Contribution Accounts of those Participants in the Plan
         who are eligible (in accordance with Section 13.07) to share in the
         allocation of the Additional Employer Matching Contribution(s) for
         the Plan Year and who during such Plan Year were Eligible Employees
         of a Matching Employer that made an Additional Matching Contribution
         to the Plan for such Plan Year.  The allocation of the Additional
         Employer Matching Contribution(s) for a Plan Year shall be in the
         proportion which the Matched Salary Deferral Contributions for the
         Plan Year that are in excess of three percent of his Compensation for
         the Plan Year but not in excess of six percent of his Compensation
         for the Plan Year made on behalf of a Participant eligible (in
         accordance with Section 13.07) to share in the allocation of the
         Additional Employer Matching Contribution(s) for the Plan Year bear
         to the aggregate Matched Salary Deferral Contributions that are in
         excess of three percent of a Participant's Compensation for the Plan
         Year but not in excess of six percent of a Participant's Compensation
         for the Plan Year made during the Plan Year for all Participants who
         are eligible (in accordance with Section 13.07) to share in the
         allocation of the Additional Employer Matching Contribution(s) for
         the Plan Year.

13.07    Eligibility to Share in Allocation of Employer Contributions

         A person shall be eligible to share in the allocation of Employer
         Contributions, if any, for a Plan Year only if he:

         (1)  is in the active service of the Employer as an Eligible Employee
              on the last Valuation Date of the Plan Year (i.e., whose service
              has not terminated prior to the last business day of the Plan
              Year),

         (2)  is not in active service because of termination of service
              during the Plan Year after attaining age 65, because of Total
              and Permanent Disability, or death, or, for Plan Years beginning
              on or after January 1, 1996, because of termination of service
              after meeting the age and service requirements for early
              retirement under the ALLTEL Corporation Pension Plan or the
              ALLTEL Corporation Profit-Sharing Plan (if he had been a
              participant thereunder), or

         (3)  became ineligible by reason of transfer of employment to a
              Controlled Group Member that is not an Employer and who would be
              an Eligible Employee after such transfer of employment but for
              the fact that his employer is not an Employer (provided that he
              remains an Eligible Employee but for the fact that his employer
              is not an Employer or would otherwise be eligible for an
                                       22

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<PAGE>

         allocation of any Employer Contribution as a former Eligible Employee
         by reason of termination of service on or after the age of 65 years,
         Total and Permanent Disability, death, or, for Plan Years beginning
         on or after January 1, 1996, meeting the age and service requirements
         for early retirement under the ALLTEL Corporation Pension Plan or the
         ALLTEL Corporation Profit-Sharing Plan (if he had been a participant
         thereunder),

         and, with respect only to Employer Qualified Nonelective
         Contributions, he has met the one Year of Eligibility Service
         requirement and he has a Year of Participation Service for the Plan
         Year, and with respect only to Basic Employer Matching Contributions
         and Additional Employer Matching Contributions, he is an Electing
         Participant in the Plan at any time during the Plan Year.

         A Participant described in clause (3) above shall be ineligible to
         share in further allocations of Employer Contributions after the Plan
         Year in which his transfer of employment occurs unless he again
         becomes an Eligible Employee and, with respect to Basic Employer
         Matching Contributions or Additional Employer Matching Contributions,
         he again becomes an Electing Participant.

         For a Plan Year in which a Participant's employment transfers to or
         from a Matching Employer who made a Basic Employer Matching
         Contribution or an Additional Employer Matching Contribution on
         behalf of its eligible participants for the Plan Year, the
         Participant's Salary Deferral Contributions for such Plan Year shall
         be deemed to be Matched Salary Deferral Contributions or Unmatched
         Salary Deferral Contributions as if his employment had been with such
         Matching Employer for the entire Plan Year.

         A Participant who is on an Authorized Leave of Absence on the last
         Valuation Date of a Plan Year or a Participant who is employed by a
         member of the Controlled Group who is not an Employer on the last
         Valuation Date of the Plan Year in which his employment transferred
         to such other member of the Controlled Group shall be deemed to be
         actively employed by an Employer on the last Valuation Date of such
         Plan Year for purposes of this Section 13.07.

13.08    Timing of Employer Contributions

         The Employer Contributions which are to be made for a Plan Year shall
         be paid to the Trust from time to time as deemed advisable by the
         Employer but in no event later than the earlier of (i) the time
         prescribed by law for filing the Employer's Federal income tax return
         for its applicable taxable year, including extensions thereof, or
         (ii) such time as is required by regulations under Section 401(k)
         and/or Section 401(m) of the Code, as applicable.  In no event shall
         the total amount of Employer Contributions under this Article XIII
         exceed the maximum amount deductible in such year, under the
         provisions of the Code and applicable Treasury Regulations thereunder.
                                       23

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13.09    Suspense Account Reduction

         Employer Contributions shall be reduced, if necessary, by any amount
         held in a suspense account pursuant to Section 7.10.

13.10    Limitations on Employer Contributions

         Employer Contributions are subject to all applicable limitations
         contained in Article VII.

             18. Effective with respect to Plan Years beginning on or after
January 1, 1996, Section 15.04 is amended by deleting the reference to
"Section 13.03" therefrom and substituting a reference to "Section 13.07"
therefor.


             IN WITNESS WHEREOF, the Company, by its duly authorized officer,
has caused this Amendment to be executed on this 17th day of November, 1996.


                              ALLTEL CORPORATION


                              By:  /s/  John L. Comparin
                                 Title: V.P. Human Resources & Administration
                                      114

<PAGE>

                                AMENDMENT NO. 5
                                      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, BE IT RESOLVED, that the Company hereby amends the
Plan in the respects hereinafter set forth:

              1. Effective with respect to compensation paid on or after
January 1, 1997, clause (a) of Section 1.08 is amended to provide as follows:

         (a)  the amounts actually paid to an Eligible Employee by the
              Employer for services rendered as reported on the Eligible
              Employee's federal income tax withholding statement (Form W-2)
              or its subsequent equivalent for the applicable calendar year;
              exclusive however, of any such amounts that would not be subject
              to tax (for the purposes of the Federal Insurance Contributions
              Act) under Section 3101(a) of the Internal Revenue Code
              without the dollar limitation of Section 3121(a)(1) of said Code
              and exclusive of relocation pay, any non-cash compensation, and
              allowances for cost-of-living (other than allowances for
              international cost-of-living); and

              2. Effective as of May 17, 1996, Section 9.04 is amended by
adding a new subsection (h) immediately following subsection (g) thereof to
provide as follows:

         (h)  In determining Years of Eligibility Service for an Employee who
              was an employee of Citizens Savings Bank ("Citizens Savings")
              immediately prior to May 17, 1996, and became an Employee on
              May 17, 1996, the Employee's period or periods of employment
              with Citizens Savings prior to May 17, 1996, 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.
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<PAGE>

              3. Effective as of the close of business on December 31, 1996,
or such later date as determined by the Plan Administrator, the Plan is
amended by adding immediately following Article XXV thereof, the following new
Article XXVI:

                                 ARTICLE XXVI
               TRANSFER OF BENEFITS TO THE PLAN WITH RESPECT TO
                         CERTAIN FORMER EMPLOYEES OF
                            CITIZENS SAVINGS BANK


26.01    Definitions

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

         (a)  "Citizens" shall mean Citizens Savings Bank.

         (b)  The "Effective Date" shall mean December 31, 1996, or such later
              date as determined by the Plan Administrator.

         (c)  The "Resource Management Agreement" shall mean the Resource
              Management Agreement between Citizens Savings Bank and ALLTEL
              Financial Information Services Inc., dated May 17, 1996.

         (d)  The "Transfer Accounts" shall mean the accounts transferred to
              the Plan from the Transfer Plan.

         (e)  A "Transfer Employee" shall mean an employee whose employment
              transferred from Citizens Savings Bank to ALLTEL Financial
              Information Services, Inc. pursuant to the Resource Management
              Agreement.

         (f)  The "Transfer Plan" shall mean the Citizens Employees' Retirement
              Savings Plan.

26.02    Transfer of Accounts

         The Company shall direct the Trustee to accept the Transfer Accounts
         from the trustee(s) of the Transfer Plan, 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 XXVI, 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.
                                        2

                                      116

<PAGE>

26.03    Establishment of Accounts

         As of the Effective Date, Separate Accounts shall be established
         (to the extent not previously established) in accordance with the
         provisions of Section 11.08 in the name of each Transfer Employee.
         In addition to any credits or debits to the Separate Account of the
         Transfer Employees made 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 Transfer 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.

26.04    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.

26.05    Outstanding Loans

         Notwithstanding any other provision of the Plan to the contrary, any
         outstanding loan of a Transfer Employee under the Transfer Plan shall
         be repaid under the Plan by payroll deduction, in accordance with the
         loan rules and procedures for the Plan, 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.

26.06    Vested Interest of Transfer Employees

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

26.07    Transfer Plan ADP and ACP Test Provisions

         Upon written notification from the plan administrator of the Transfer
         Plan specifying amounts to be distributed from the Plan from accounts
         of highly compensated participants in respect of the average deferral
         percentage and average contribution percentage tests for the plan
         years of the Transfer Plan ending December 31, 1995, and
         December 31, 1996, respectively, the Plan Administrator shall, as
         soon as reasonably practicable thereafter, and in no event later than
         December 31, 1996, and December 31, 1997, respectively, distribute
         such amounts to such Participants in the manner required in respect
         of such tests.
                                        3

                                      117

<PAGE>


26.08    Overriding Provisions

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


             IN WITNESS WHEREOF, the Company, by its duly authorized officer,
has caused this Amendment to be executed on this 26th day of October, 1996.


                              ALLTEL CORPORATION



                              By:  /s/ John L. Comparin
                                 Title:  V.P. Human Resources & Administration
                                      118