AMENDMENT NO. 9
                                       TO
                     ALLTEL CORPORATION PROFIT-SHARING PLAN
                          (January 1, 1994 Restatement)


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

                       WHEREAS, the Company desires further to amend the Plan;

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

                       1.  Effective  as of  February 2, 1998,  Section 9.04  of
the  Plan is  amended  by  adding a new  subsection (t)  at the end  thereof  to
provide as follows:

             (t)       In  determining  Years  of  Eligibility  Service  for  an
                       Employee  who  was an  employee  of CSC  Intelicom,  Inc.
                       ("CSC")  immediately  prior  to  February  2,  1998,  and
                       became an Employee on  February 2, 1998,  the  Employee's
                       period  or  periods  of  employment  with  CSC  prior  to
                       February   2,  1998  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 February 28, 1998, Section 9.04 of
the  Plan is  amended  by  adding a new  subsection (u)  at the end  thereof  to
provide as follows:

             (u)       In  determining  Years  of  Eligibility  Service  for  an
                       Employee  who  was an  employee  of CSC  Intelicom,  Inc.
                       ("CSC")  immediately  prior to  February  28,  1998,  and
                       became an Employee on February 28, 1998,  the  Employee's
                       period  or  periods  of  employment  with  CSC  prior  to
                       February  28,  1998  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.

                       3. Effective as of March 27, 1998, Section 9.04 of the
Plan is amended by adding a new subsection (v) at the end thereof to provide as
follows:

             (v)       In  determining  Years  of  Eligibility  Service  for  an
                       Employee  who  was an  employee  of CSC  Intelicom,  Inc.
                       ("CSC")  immediately  prior to March 27, 1998, and became

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<PAGE>
                       an Employee on March 27, 1998, the  Employee's  period or
                       periods of  employment  with CSC prior to March 27,  1998
                       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 December 7, 1998, Section 9.04 of
the  Plan is  amended  by  adding a new  subsection (w)  at the end  thereof  to
provide as follows:

             (w)       In  determining  Years  of  Eligibility  Service  for  an
                       Employee   who  was  an  employee  of  United   Companies
                       Financial   Corporation  ("UCFC")  immediately  prior  to
                       December  7, 1998,  and became an Employee on December 7,
                       1998,  the  Employee's  period or periods  of  employment
                       with UCFC  prior to  December  7, 1998  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.

                       5. Effective as of December 30, 1998, Section 9.04 of
the  Plan is  amended  by  adding a new  subsection (x)  at the end  thereof  to
provide as follows:

             (x)       In  determining  Years  of  Eligibility  Service  for 
                       an Employee   who  was  not  an  employee   of   360
                       Communications  Company  ("360")  on  or  after  July  1,
                       1998,  who was an  employee of 360 prior to July 1, 1998,
                       and who  became an  Employee  prior to  January  1, 1999,
                       the Employee's  period or periods of employment  with 360
                       prior to July 1, 1998 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.

                       6. Effective as of February 2, 1998, Section 9.05 of
the  Plan is  amended  by  adding a new  subsection (u)  at the end  thereof  to
provide as follows:

             (u)       In determining  Years of Vesting  Service for an Employee
                       who  was an  employee  of  CSC  Intelicom,  Inc.  ("CSC")
                       immediately  prior to  February  2,  1998,  and became an
                       Employee on February 2, 1998,  the  Employee's  period or
                       periods  of  employment  with CSC  prior to  February  2,
                       1998,  that would have been taken into account  under the
                       Plan  if  such  period  or  periods  of  employment  were
                       service with a member of the Controlled  Group,  shall be
                       counted  as Years  of  Vesting  Service.  Notwithstanding

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<PAGE>

                       any  other  provision  of the  Plan,  there  shall  be no
                       duplication  of Years of Vesting  Service  under the Plan
                       by reason of  service  (or hours of  service)  in respect
                       of any single period or otherwise.

                       7. Effective as of February 28, 1998, Section 9.05 of
the  Plan is  amended  by  adding a new  subsection (v)  at the end  thereof  to
provide as follows:

             (v)       In determining  Years of Vesting  Service for an Employee
                       who  was an  employee  of  CSC  Intelicom,  Inc.  ("CSC")
                       immediately  prior to February  28,  1998,  and became an
                       Employee on February 28, 1998, the  Employee's  period or
                       periods  of  employment  with CSC prior to  February  28,
                       1998 that would have been  taken into  account  under the
                       Plan  if  such  period  or  periods  of  employment  were
                       service with a member of the Controlled  Group,  shall be
                       counted  as Years  of  Vesting  Service.  Notwithstanding
                       any  other  provision  of the  Plan,  there  shall  be no
                       duplication  of Years of Vesting  Service  under the Plan
                       by reason of  service  (or hours of  service)  in respect
                       of any single period or otherwise.

                       8. Effective as of March 27, 1998, Section 9.05 of the
Plan is amended by adding a new subsection (w) at the end thereof to provide as
follows:

             (w)       In determining  Years of Vesting  Service for an Employee
                       who  was an  employee  of  CSC  Intelicom,  Inc.  ("CSC")
                       immediately  prior to  March  27,  1998,  and  became  an
                       Employee  on March 27,  1998,  the  Employee's  period or
                       periods of  employment  with CSC prior to March 27,  1998
                       that would have been  taken into  account  under the Plan
                       if such  period or periods  of  employment  were  service
                       with a member of the Controlled  Group,  shall be counted
                       as Years of Vesting  Service.  Notwithstanding  any other
                       provision of the Plan,  there shall be no  duplication of
                       Years of  Vesting  Service  under  the Plan by  reason of
                       service  (or hours of  service)  in respect of any single
                       period or otherwise.

                       9. Effective as of December 7, 1998, Section 9.05 of
the  Plan is  amended  by  adding a new  subsection (x)  at the end  thereof  to
provide as follows:

             (x)       In determining  Years of Vesting  Service for an Employee
                       who  was  an  employee  of  United  Companies   Financial
                       Corporation  ("UCFC")  immediately  prior to  December 7,
                       1998,  and became an Employee  on  December 7, 1998,  the
                       Employee's  period or  periods  of  employment  with UCFC
                       prior to  December  7, 1998 that  would  have been  taken
                       into  account  under the Plan if such  period or  periods
                       of   employment   were  service  with  a  member  of  the
                       Controlled  Group,  shall be  counted as Years of Vesting
                       Service.  Notwithstanding  any  other  provision  of  the
                       Plan,  there shall be no  duplication of Years of Vesting
                       Service  under the Plan by reason  of  service  (or hours
                       of   service)   in  respect  of  any  single   period  or
                       otherwise.

                       10. Effective as of July 1, 1998, Section 13.05 of the
Plan is amended by adding a new subsection (ee) at the end thereof to provide as
follows:

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                                      184
<PAGE>


             (ee)      Each person who

                       (i)        was  an  active   employee   of  The   Georgia
                                  Independent   RSA  Nos.  7  and  10   Cellular
                                  Partnership  and  became an  Employee  on 
                                  July 1, 1998;

                       (ii)       met the eligibility requirements to become a
                                  Participant on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  Employer Contribution for the 1998 Plan Year
                                  under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 1998 Plan Year as provided in this subsection (ee),
                       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 1998 Plan Year
                       and the denominator of which is three hundred sixty-five
                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 1998 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (ee) but for his
                       transfer of employment prior to December 31, 1998, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (ee) for the 1998 Plan
                       Year.

                       11. Effective as of December 7, 1998, Section 13.05 of
the Plan is  amended  by  adding a new  subsection  (ff) at the end  thereof  to
provide as follows:

             (ff)      Each person who

                       (i)        was an active  employee  of  United  Companies
                                  Financial  Corporation  and became an Employee
                                  on December 7, 1998;

                       (ii)       met the eligibility requirements to become a
                                  Participant on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  Employer Contribution for the 1998 Plan Year
                                  under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 1998 Plan Year as provided in this subsection (ff),
                       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

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                                      185
<PAGE>

                       Group completed by the Participant in the 1998 Plan Year
                       and the denominator of which is three hundred sixty-five
                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 1998 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (ff) but for his
                       transfer of employment prior to December 31, 1998, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (ff) for the 1998 Plan
                       Year.

                       12. Effective as of January 19, 1998, Section 13.05 of
the Plan is  amended  by  adding a new  subsection  (gg) at the end  thereof  to
provide as follows:

             (gg)      Each person who

                       (i)        was an  active  employee  of  Harris  Trust  &
                                  Savings   Bank  and  became  an   Employee  on
                                  January 19, 1998;

                       (ii)       met the eligibility requirements to become a
                                  Participant on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  Employer Contribution for the 1998 Plan Year
                                  under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 1998 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 1998 Plan Year
                       and the denominator of which is three hundred sixty-five
                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 1998 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (gg) but for his
                       transfer of employment prior to December 31, 1998, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (gg) for the 1998 Plan
                       Year.

                       13. Effective as of August 31, 1998, Section 13.05 of
the Plan is  amended  by  adding a new  subsection  (hh) at the end  thereof  to
provide as follows:

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                                      186
<PAGE>



             (hh)      Each person who

                       (i)        was an active  employee  of  AMCORE  Financial
                                  Inc.  and  became an  Employee  on August  31,
                                  1998;

                       (ii)       met the eligibility requirements to become a
                                  Participant on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  Employer Contribution for the 1998 Plan Year
                                  under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 1998 Plan Year as provided in this subsection (hh),
                       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 1998 Plan Year
                       and the denominator of which is three hundred sixty-five
                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 1998 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (hh) but for his
                       transfer of employment prior to December 31, 1998, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (hh) for the 1998 Plan
                       Year.

                       14. Effective as of September 16, 1998, Section 13.05
of the Plan is amended  by adding a new  subsection  (ii) at the end  thereof to
provide as follows:

             (ii)      Each person who

                       (i)        was an active  employee  of  AMCORE  Financial
                                  Inc. and became an Employee on  September  16,
                                  1998;

                       (ii)       met the eligibility requirements to become a
                                  Participant on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  Employer Contribution for the 1998 Plan Year
                                  under Section 13.04;

                       shall receive an allocation of Employer Contribution for
                       the 1998 Plan Year as provided in this subsection (ii),
                       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 1998 Plan Year
                       and the denominator of which is three hundred sixty-five

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                                      187
<PAGE>

                       (365). Subject to the last sentence of Section 13.01, the
                       portion of Employer Contribution assigned to the Region
                       including such Participants shall be specified on the
                       Schedule for the 1998 Plan Year and shall be allocated
                       among the Participants in such Region as provided in
                       Section 13.04, but without regard to the requirement that
                       a Participant have a Year of Participation.
                       Notwithstanding the provisions of Section 13.04, any
                       Participant who would receive an allocation of Employer
                       Contribution under this subsection (ii) but for his
                       transfer of employment prior to December 31, 1998, shall
                       be deemed to be in the Region including the Participants
                       eligible under this subsection (ii) for the 1998 Plan
                       Year.

                       15. Effective as hereinafter set forth, Section 15.03
of the Plan is amended by adding a new  paragraph  at the end thereof to provide
as follows:

             Notwithstanding the preceding provisions of this Section 15.03 or
             any other provision of the Plan to the contrary: Effective with
             respect to any Participant whose Settlement Date occurs afer
             December 31, 1998, any reference in the Plan to "$3,500" as such
             reference relates to the timing or form of distribution shall be
             replaced with a reference to "$5,000".

                       16.  Effective  as  hereinafter  set  forth,  the Plan is
amended by adding immediately following Article XXII thereof the following new
Article XXIII:

                                 ARTICLE XXIII
                             EXTENSION OF COVERAGE
                                       TO
                               CERTAIN EMPLOYEES

         23.01    Extension  of Coverage to Certain  Georgia  Exchange 
                  Employees

                     Effective beginning June 1, 1998 and as more specifically
                     hereinafter provided, the proviso to paragraph (a)(1) of
                     Section 1.12 shall not apply to and coverage under the Plan
                     shall be extended to a person who on or after June 1,1998
                     is an Employee and who on or before June 1, 1998 was in the
                     bargaining unit described in National Labor Relations Board
                     Case 10-RD-1309 (a "Decertified Employee"): For purposes of
                     Sections 13.01, 13.02, 13.03, 13.04, and 13.06, for the
                     Plan Year ending December 31, 1998, a Decertified Employee
                     who would have been an Eligible Employee at relevant times
                     during the Plan Year ending December 31, 1998 but for
                     paragraph (a)(1) of Section 1.12 shall be treated as an
                     Eligible Employee at such relevant times during the Plan
                     Year ending December 31, 1998.


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<PAGE>


         23.02    Extension of Coverage to Certain Ohio Employees

                     Effective beginning December 16, 1998 and as more
                     specifically hereinafter provided, the proviso to paragraph
                     (a)(1) of Section 1.12 shall not apply to and coverage
                     under the Plan shall be extended to a person who on or
                     after December 16,1998 is an Employee and who on or before
                     December 16, 1998 was in the bargaining unit described in
                     National Labor Relations Board Case 8-RD-1819 (a
                     "Decertified Employee"): For purposes of Sections 13.01,
                     13.02, 13.03, 13.04, and 13.06, for the Plan Year ending
                     December 31, 1998, a Decertified Employee who would have
                     been an Eligible Employee at relevant times during the Plan
                     Year ending December 31, 1998 but for paragraph (a)(1) of
                     Section 1.12 shall be treated as an Eligible Employee at
                     such relevant times during the Plan Year ending December
                     31, 1998.

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 30th day of
December, 1998.


                                                  ALLTEL CORPORATION


                                                  By: /s/ Joe T. Ford
                                                  -----------------------------
                                                  Title:


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<PAGE>
                                AMENDMENT NO. 10
                                       TO
                     ALLTEL CORPORATION PROFIT-SHARING PLAN
                          (January 1, 1994 Restatement)


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

                  WHEREAS, the Company desires further to amend the Plan;

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

                  Effective as of January 1, 1999, the first two sentences of
Section 1.07 are amended to provide as follows:

                  The amount paid by the Employer during the Plan Year directly
                  to the Employee, including basic wages, cash bonuses, overtime
                  compensation, commissions, shift differentials, in-charge
                  premiums, any amount the payment of which is deferred under
                  the ALLTEL Corporation Executive Deferred Compensation Plan,
                  the ALLTEL Corporation Performance Incentive Compensation
                  Plan, or the ALLTEL Corporation Long-Term Performance
                  Incentive Plan, or the ALLTEL Corporation 1998 Management
                  Deferred Compensation Plan, but excluding any other forms of
                  additional compensation and further excluding non-wage taxable
                  fringe benefits. Compensation which a Participant elects to
                  defer under the above-specified plans shall, for purposes of
                  the Plan, be credited to the Participant as compensation
                  during the period when such deferred amounts would have been
                  paid (in the absence of the deferral election) rather than
                  during the period when such deferred amounts are earned or
                  actually paid.

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 28 day of
January, 1999.

                                          ALLTEL CORPORATION


                                          By: /s/ John L. Comparin
                                          --------------------------------------
                                          Title: V.P. Human Resources

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