AMENDMENT NO. 10
                                       TO
                         ALLTEL CORPORATION PENSION PLAN
                          (January 1, 1994 Restatement)


           WHEREAS, ALLTEL Corporation (the "Company")  maintains the ALLTEL
Corporation Pension 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 January 31, 1997, Section 13 of the Plan is
amended by adding the following Section 13.26 thereto:

13.26  Employees of Frontier Cellular of Alabama, Inc.

      (a)  Effective Date - January 31, 1997.

      (b)  Account - None.

      (c)  Minimum Normal Retirement Pension - None.

      (d)  Minimum Early Retirement Pension - None.

      (e)  Minimum Disability Retirement Pension - None.

      (f)  Minimum Deferred Vested Pension - None.

      (g)  Minimum Death Benefit - None.

      (h)  Prior Plan Offset - Not Applicable.

      (i)  Provision Relative to Section 401(a)(12) of the Code - Not
           Applicable.

      (j)  Miscellaneous  - See APPENDIX AA - SPECIAL PROVISIONS APPLICABLE TO
           CERTAIN EMPLOYEES OF FRONTIER CELLULAR OF ALABAMA, INC. which
           follows immediately hereafter.


                                       78
<PAGE>
                                   APPENDIX AA
               SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
                                       OF
                       FRONTIER CELLULAR OF ALABAMA, INC.


Effective as of January 31, 1997,  certain employees of Frontier Cellular of
Alabama, Inc. ("Frontier  Cellular") became employees of the Controlled Group.

Notwithstanding any other provision of the Plan, the Plan is modified as set
forth below with respect to active employees of Frontier Cellular who became
employees of the Controlled Group on January 31, 1997.

A.  Section 1.07 is modified by adding to the definition thereof the following:

    1.07AA     "Basic Compensation" shall include only amounts earned after
               January 30, 1997.

B.  Section 1.14 is modified by adding to the definition thereof the following:

    1.14AA     "Compensation" shall include only amounts earned after
               January 30, 1997.

C.  Section 1.37(g) is modified as follows:

    1.37(g)AA  Vesting Service

               (a)   A Participant's eligibility for benefits under the Plan
                     shall be determined by his period of Vesting Service, in
                     accordance with the following:

                     (i)   Service Prior to January 31, 1997: An Employee's
                           period(s) of employment with Frontier Cellular prior
                           to January 31, 1997, shall be counted as Vesting
                           Service to the extent that such periods would have
                           counted under the Plan if such employment had been
                           with the Company.
                     (ii)  Service From and After January 31, 1997: In
                           accordance with the provisions of Section 1.37(g).

                                        2
                                       79
<PAGE>

D.  Section 1.37(d) is modified as follows:

    1.37(d)AA  Benefit Service

               (a)   The amount of the benefit payable to or on behalf of a
                     Participant shall be determined on the basis of his
                     Benefit Service, in accordance with the following:

                     (i)   Benefit Service Prior to January 31, 1997: None.

                     (ii)  Benefit Service From and After January 31, 1997: In
                           accordance with the provisions of Section 1.37(d).

E.  Section 1.37(f) is modified as follows:

    1.37(f)AA  Eligibility Year of Service

               (a)   A Participant's Eligibility Years of Service under the
                     Plan shall be determined in accordance with the following:

                     (i)   Service Prior to January 31, 1997: An Employee's
                           period(s) of employment with Frontier Cellular prior
                           to January 31, 1997, shall be counted as Eligibility
                           Years of Service to the extent that such periods
                           would have counted under the Plan if such employment
                           had been with the Company.

                     (ii)  Service From and After January 31, 1997: In
                           accordance with the provisions of Section 1.37(f).

               2.  Effective as of September 30, 1997, Section 13 of the Plan
is amended by adding the following Section 13.27 thereto:

13.27  Employees of Georgia Telephone Corporation

      (a)  Effective Date - September 30, 1997.

      (b)  Account - None.

      (c)  Minimum Normal Retirement Pension - None.

      (d)  Minimum Early Retirement Pension - None.

      (e)  Minimum Disability Retirement Pension - None.

                                        3
                                       80
<PAGE>

      (f)  Minimum Deferred Vested Pension - None.

      (g)  Minimum Death Benefit - None.

      (h)  Prior Plan Offset - Not Applicable.

      (i)  Provision Relative to Section 401(a)(12) of the Code - Not
           Applicable.

      (j)  Miscellaneous - See APPENDIX BB - SPECIAL PROVISIONS APPLICABLE TO
           CERTAIN EMPLOYEES OF GEORGIA TELEPHONE CORPORATION which follows
           immediately hereafter.
                                        4
                                       81
<PAGE>

                                   APPENDIX BB
               SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
                                       OF
                          GEORGIA TELEPHONE CORPORATION


Effective as of September 30, 1997, certain employees of Georgia Telephone
Corporation ("Georgia Telephone") became employees of the Controlled Group.

Notwithstanding any other provision of the Plan, the Plan is modified as set
forth below with respect to active employees of Georgia Telephone who became
employees of the Controlled Group on September 30, 1997.

A.  Section 1.07 is modified by adding to the definition thereof the following:

    1.07BB     "Basic Compensation" shall include only amounts earned (as an
               Employee of an Employer) after September 29, 1997.

B.  Section 1.14 is modified by adding to the definition thereof the following:

    1.14BB     "Compensation" shall include only amounts earned (as an
               Employee of an Employer) after September 29, 1997.

C.  Section 1.37(g) is modified as follows:

    1.37(g)BB  Vesting Service

               (a)   A Participant's eligibility for benefits under the Plan
                     shall be determined by his period of Vesting Service, in
                     accordance with the following:

                     (i)   Service Prior to September 30, 1997: An Employee's
                           period(s) of employment with Georgia Telephone prior
                           to September 30, 1997, shall be counted as Vesting
                           Service to the extent that such periods would have
                           counted under the Plan if such employment had been
                           with the Company.

                     (ii)  Service From and After September 30, 1997: In
                           accordance with the provisions of Section 1.37(g).

                                        5
                                       82
<PAGE>

D.  Section 1.37(d) is modified as follows:

    1.37(d)BB  Benefit Service

               (a)   The amount of the benefit payable to or on behalf of a
                     Participant shall be determined on the basis of his
                     Benefit Service, in accordance with the following:

                     (i)   Benefit Service Prior to September 30, 1997: None.

                     (ii)  Benefit Service From and After September 30, 1997:
                           In accordance with the provisions of Section
                           1.37(d).

E.  Section 1.37(f) is modified as follows:

    1.37(f)BB  Eligibility Year of Service

               (a)   A Participant's Eligibility Years of Service under the
                     Plan shall be determined in accordance with the following:

                     (i)   Service Prior to September 30, 1997: An Employee's
                           period(s) of employment with Georgia Telephone prior
                           to September 30, 1997, shall be counted as
                           Eligibility Years of Service to the extent that such
                           periods would have counted under the Plan if such
                           employment had been with the Company.

                     (ii)  Service From and After September 30, 1997: In
                           accordance with the provisions of Section 1.37(f).

          IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
caused this Amendment to be executed on this 24th day of October, 1997.


                             ALLTEL CORPORATION


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

                                        6
                                       83