AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT
                                      FOR
                                DENNIS E. FOSTER

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                               TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
RECITALS

Section 1.  Term of Employment...............................................2

Section 2.  Position and Responsibilities....................................2

Section 3.  Standard of Care.................................................2

Section 4.  Compensation.....................................................3

         4.1.     Base Salary................................................3
         4.2.     Short-Term Incentives......................................3
         4.3.     Long-Term Incentives.......................................3
         4.4.     Bonuses....................................................4
         4.5.     Supplemental Retirement Benefits...........................4
         4.6.     Employee Benefits..........................................6
         4.7.     Retiree Medical Benefits...................................6
         4.8.     Perquisites................................................7
         4.9.     Right to Change Plans......................................7
         4.10.    Effect on Other Arrangements...............................7

Section 5.  Expenses.........................................................7

Section 6.  Employment Terminations..........................................8

         6.1.     Termination by Reason of Expiration of Term................8
         6.2.     Termination Due to Death...................................8
         6.3.     Termination Due to Disability..............................9
         6.4.     Termination by ALLTEL Other Than for Cause.................10
         6.5.     Termination by the Executive for Good Reason...............12
         6.6.     Voluntary Termination by the Executive Other
                    Than for Good Reason.....................................12
         6.7.     Termination for Cause......................................13
         6.8.     Protective Covenants By the Executive......................15
                  (i)      Return of Property................................15
                  (ii)     Non-Disclosure....................................15
                  (iii)    Non-Interference..................................15
                  (iv)     Non-Competition...................................16
                  (v)      Harmful Statements................................16
                  (vi)     Resignations......................................16
                  (vii)    Challenge to Validity.............................16

         6.9.     Specific Performance; Other Remedies.......................17

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Section 7.  Excise Taxes.....................................................17

Section 8.  Consulting Services..............................................20

Section 9.  Assignment.......................................................21

         9.1.     Assignment by the Company and ALLTEL.......................21
         9.2.     Assignment by the Executive................................22

Section 10.  Dispute Resolution and Notice...................................22

         10.1     Dispute Resolution.........................................22
         10.2     Notice   ..................................................23

Section 11.  Miscellaneous ..................................................23

         11.1.    Entire Agreement...........................................23
         11.2.    Modification...............................................23
         11.3.    Severability...............................................23
         11.4.    Counterparts...............................................23
         11.5.    Withholding................................................23
         11.6.    Assumption by ALLTEL.......................................24
         11.7.    Matters Related to Prior Agreement.........................24

Section 12.  Construction....................................................24

Section 13.  Governing Law...................................................24

EXHIBIT A....................................................................26

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                              AMENDED AND RESTATED
                   EMPLOYMENT AGREEMENT FOR DENNIS E. FOSTER


         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter referred to
as this "Agreement") is made, entered into, and is effective as of August 1,
1998, by and among 360 Communications Company, a Delaware corporation
(hereinafter referred to as the "Company"), ALLTEL Corporation, a Delaware
corporation (hereinafter referred to as "ALLTEL"), and Dennis E. Foster
(hereinafter referred to as the "Executive").

         WHEREAS, the Executive is presently employed by the Company pursuant to
an Employment Agreement dated March 9, 1996, as amended (hereinafter referred to
as the "Prior Agreement"); and

         WHEREAS, pursuant to an Agreement and Plan of Merger dated as of 
March 16, 1998 among ALLTEL, Pinnacle Merger Sub, Inc. (hereinafter referred to
as "Merger Sub"), and the Company (hereinafter referred to as the "Merger
Agreement"), Merger Sub has merged with and into the Company (hereinafter
referred to as the "Merger"), and the Company has become a wholly-owned
subsidiary of ALLTEL; and

         WHEREAS, in connection with the Merger Agreement and the Merger, ALLTEL
has assumed and agreed to perform the Company's obligations under the Prior
Agreement; and

         WHEREAS, the Executive possesses considerable experience and an
intimate knowledge of the business and affairs of the Company and its industry,
its policies, methods, personnel, and operations; and

         WHEREAS, ALLTEL recognizes that the Executive has demonstrated unique
qualifications to act in an executive capacity; and

         WHEREAS, ALLTEL believes that the retention of the Executive in the
employ of the Company, or ALLTEL, or one of ALLTEL's other affiliates, is of
great importance to the accomplishment of ALLTEL's objectives and that Executive
has had and will have access to confidential and proprietary information and any
disclosure thereof or competition by the Executive would be detrimental to the
best interests of ALLTEL and its affiliates; and

         WHEREAS, ALLTEL is desirous of assuring the continued employment of the
Executive, and the Executive is desirous of continued employment, on the terms
set forth herein, and the Executive has agreed to the relocation of his
principal office to Little Rock, Arkansas;

         NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
that the Prior Agreement is hereby amended and restated in its entirety,
effective beginning as of August 1, 1998, to provide as follows:

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Section 1.  Term of Employment

         ALLTEL shall employ the Executive, and may cause the Company or another
direct or indirect subsidiary of ALLTEL (ALLTEL and the Company and all other
entities that are direct or indirect subsidiaries of ALLTEL from time to time
are hereinafter sometimes referred to collectively as the "ALLTEL Group") to
employ the Executive, for a term of twenty-three months beginning as of 
August 1, 1998 and ending on June 30, 2000, and the Executive shall continue his
employment for such term in accordance with the terms and conditions set forth
herein (subject to earlier termination as provided in Section 6 (Employment
Terminations)).

Section 2.  Position and Responsibilities

         During the term of this Agreement, the Executive shall perform those
duties for and have those responsibilities with the ALLTEL Group that are
consistent with the duties of a senior executive of ALLTEL as may be determined
from time to time by ALLTEL's Chief Executive Officer. During the term of this
Agreement, the Executive shall be and hold the title of Vice Chairman of ALLTEL.

Section 3.  Standard of Care

         During the term of his employment under this Agreement, the Executive
agrees to devote substantially his full business time, attention, and energies
to the business of the ALLTEL Group and agrees that he shall not be engaged in
any other business activity, if such business activity is pursued for gain,
profit, or other pecuniary advantage. (Notwithstanding the preceding sentence,
it is understood that the Executive has interests in race horses, and the
maintenance of such interests and the pursuit of business activities related
thereto shall not be deemed a violation of the preceding sentence if it does not
interfere with the performance of his duties hereunder.) The Executive may serve
as a director of such civic, charitable and educational boards as do not
interfere with the performance of his duties hereunder. The Executive may serve
as a director of other businesses so long as such service is not injurious to
the ALLTEL Group, does not violate any provision of Section 6.8 (Protective
Covenants By the Executive), and is preapproved by ALLTEL's Chief Executive
Officer. Membership on the board of directors of Salient 3 Communications, Inc.
shall be deemed to satisfy the requirements of the immediately preceding
sentence. The Executive covenants, warrants, and represents that during the term
of his employment hereunder he shall:

         (i)      Devote his full and best efforts to the fulfillment
                  of his employment obligations hereunder;

         (ii)     Exercise the highest degree of loyalty to the ALLTEL Group and
                  the highest standards of conduct in the performance of his
                  duties; and

         (iii)    Do nothing which intentionally harms, in any way, the business
                  or reputation of any member of the ALLTEL Group.


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         Subject to the limitations contained in Section 6.8 (Protective
Covenants By the Executive), this Section 3 shall not be construed as preventing
the Executive from investing assets in such form or manner as will not require
his services on the board of directors or in the daily operations of the affairs
of the entities in which such investments are made.

Section 4.  Compensation

         As remuneration for all services to be rendered by the Executive during
the term of this Agreement, and as consideration for complying with the
covenants herein, and except as otherwise provided in this Agreement, ALLTEL
shall pay or provide, or cause the Company or another member of the ALLTEL Group
to pay or provide, to the Executive the following:

         4.1. Base Salary. Executive shall receive a base salary at a rate which
shall be established from time to time by ALLTEL's Board of Directors
(hereinafter referred to as "ALLTEL's Board") or the Compensation Committee of
ALLTEL's Board (hereinafter referred to as "ALLTEL's Compensation Committee") in
its sole and complete discretion, except that the Executive's base salary shall
be at a rate of not less than Six Hundred Thousand Dollars ($600,000) per annum.
This base salary shall be paid to the Executive in installments throughout the
year, consistent with the normal payroll practices of ALLTEL. The Executive's
base salary may be reviewed periodically to ascertain whether, in the judgment
of ALLTEL's Board or ALLTEL's Compensation Committee, the Executive's base
salary should be increased. If so increased, the base salary as stated above
shall, likewise, be increased for all purposes of this Agreement. Once so
increased, the Executive's rate of base salary shall not be decreased.

         4.2. Short-Term Incentives. ALLTEL shall provide the Executive the
opportunity to earn an annual incentive for the incentive plan years ending
December 31, 1998 and December 31, 1999, respectively, payable in cash or such
other form as may be available to senior executives of the ALLTEL Group
generally, at a level which is commensurate with the then-current compensation
philosophies of ALLTEL's Board or ALLTEL's Compensation Committee. The
Executive's annual target incentive opportunity shall not be less than 75
percent of the Executive's then-current annual rate of base salary. The
performance goals on which the annual incentive is based will be established and
communicated in the manner provided in the corresponding incentive plan. The
goals shall be established at levels that are thought to be reasonably
ascertainable, though not certain of attainment. For the period August 1, 1998
through December 31, 1998, the Executive's annual incentive award shall be
prorated to reflect the fact that he was not a participant in the ALLTEL
Corporation Performance Incentive Compensation Plan for the entire 1998 calendar
year by multiplying the award he would otherwise be entitled to receive by 41.67
percent. Nothing in this Section 4.2 shall be construed as obligating ALLTEL to
refrain from changing or amending the underlying annual incentive plan, so long
as such changes are similarly applicable to senior executives of ALLTEL
generally, and so long as the Executive's annual target incentive percentage
opportunity is not decreased.

         4.3. Long-Term Incentives. ALLTEL shall provide the Executive an annual
opportunity to earn a long-term incentive award under the ALLTEL Corporation
Long-Term Performance Incentive Plan for the plan cycles ending December 31,
1998 and December 31, 1999, respectively, with a target incentive opportunity of

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not less than 60 percent of average year-end base salary. The Executive shall
not be subject to any eligibility requirements or waiting periods for the plan
cycles 1996 through 1998 and 1997 through 1999 and shall be treated as if he
were a participant in the ALLTEL Corporation Long-Term Performance Incentive
Plan beginning January 1, 1996 and January 1, 1997, respectively. Nothing in
this Section 4.3 shall be construed as obligating ALLTEL to refrain from
changing or amending the underlying long-term incentive plan, so long as such
changes are similarly applicable to senior executives of ALLTEL generally and
the Executive's target incentive percentage opportunity is not decreased.

         4.4. Bonuses. ALLTEL shall pay or cause one of the other members of the
ALLTEL Group to pay to the Executive a bonus in the amount of $1,000,000 on or
before August 31, 1998. If the Executive has remained an employee of one or more
members of the ALLTEL Group continuously from the date hereof through August 1,
1999, ALLTEL also shall pay or cause one of the other members of the ALLTEL
Group to pay to the Executive a bonus in the amount of $2,000,000 on August 1,
1999.

         4.5. Supplemental Retirement Benefits. The Executive has been provided
under the Prior Agreement with supplemental retirement benefits (and
Supplemental Retirement Credits as defined under the Prior Agreement), for which
he is fully vested and to which he retains all rights in accordance with this
Agreement and which shall be taken into account for purposes of this Section
4.5, and the Executive will be provided with supplemental retirement benefits as
described in this Section 4.5. On no less than an annual basis for each calendar
year (prior to 2000) during all of which the Executive has remained an employee
of one or more members of the ALLTEL Group, and in any event by March 31
following each calendar year end (prior to 2000) on which the Executive has
remained an employee of one or more members of the ALLTEL Group, the Executive
shall be credited with a "Supplemental Retirement Credit." The amount of the
Supplemental Retirement Credit shall be determined in accordance with the
provisions of Exhibit A hereto and shall be credited to an account (hereinafter
referred to as the "Supplemental Retirement Account") on the records of the
Company. On June 30, 2000, if the Executive has remained an employee of one or
more members of the ALLTEL Group continuously from the date hereof through June
30, 2000, or on the date of the Executive's employment termination, if the
Executive's employment terminates prior to June 30, 2000, as provided in Section
6.2 (Termination Due to Death) or as provided in Section 6.3 (Termination Due to
Disability), in addition to the other credits under this Section 4.5, the
Supplemental Retirement Account shall be credited on June 30, 2000 or, on the
date of the Executive's employment termination under Section 6.2 (Termination
Due to Death), Section 6.3 (Termination Due to Disability), Section 6.4
(Termination by ALLTEL Other than For Cause), or Section 6.5 (Termination by
Executive for Good Reason), as the case may be, with a Supplemental Retirement
Credit in the amount of $5,000,000 less the total amount of the other
Supplemental Retirement Credits occurring after June 30, 1998 (hereinafter
referred to as the "Additional Supplemental Retirement Credit"). At the time of
each Supplemental Retirement Credit occurring after June 30, 1998 under this
Section 4.5, the Company or ALLTEL shall deposit or cause to be deposited in a
so-called "rabbi trust" (as described below), which has been established by the
Company under the Prior Agreement, an amount equal to that Supplemental
Retirement Credit. The Supplemental Retirement Account shall be credited with
earnings through the date of payment or forfeiture at a rate designated in
advance by the Executive from among at least four alternate rates designated by

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the Company or ALLTEL. The Executive shall be permitted to change his
designation of earnings rates, subject to such terms and conditions as the
Company or ALLTEL may impose, except that the Executive shall be permitted to
change such designation at least once per calendar quarter.

         Any tax obligations (FICA or otherwise) arising from the crediting,
vesting, or payments of the Supplemental Retirement Account shall be the
responsibility of the Executive, except as may otherwise be provided in Section
7 (Excise Taxes).

         The obligation to pay the Executive the amount in his Supplemental
Retirement Account shall be an unfunded, unsecured obligation of the Company and
ALLTEL, and the Company has established and the Company or ALLTEL will continue
to maintain a so-called "rabbi trust" as described in Revenue Procedure 92-64 to
which it has contributed, and the Company or ALLTEL will continue to contribute,
amounts when and as such amounts are credited to the Executive's Supplemental
Retirement Account as Supplemental Retirement Credits. The Executive shall take
any action with respect to the "rabbi trust" as may be reasonably requested by
ALLTEL, including but not limited to, amendments to the "rabbi trust" agreement,
to reflect changes to the Prior Agreement made by this Agreement, the Company
having become a wholly-owned subsidiary of ALLTEL, or to ensure that ALLTEL or
the Company can receive any assets remaining in the "rabbi trust" after the
supplemental retirement benefits provided for under this Agreement have been
fully paid or are no longer payable in accordance with this Agreement.

         In the event of a termination of the Executive's employment prior to
June 30, 2000 under Section 6.4 (Termination by ALLTEL Other Than for Cause) or
under Section 6.5 (Termination by the Executive for Good Reason), the Company or
ALLTEL shall, within 60 days thereafter, deposit in the "rabbi trust" an amount
required to make the value of the assets held in the rabbi trust equal to the
balance of the Executive's Supplemental Retirement Account based upon actual
compensation through the date of termination of the Executive's employment for
Good Reason or the date of termination of Executive's employment other than for
Cause, as applicable.

         Except as provided below, the payment of the balance in the
Supplemental Retirement Account shall be made in five substantially equal annual
installments, calculated as set forth in the following paragraph, with the first
payment being made within 90 calendar days after the Executive's termination of
employment under this Agreement, and subsequent annual installments shall be
made on successive anniversary dates of the first payment.

         The first payment will be in the amount of the entire balance in the
Supplemental Retirement Account, determined as of immediately prior to such
payment, multiplied by one-fifth. The second annual payment will be in the
amount of the balance in the Supplemental Retirement Account, determined as of
immediately prior to such payment, multiplied by one-fourth, with the third,
fourth, and fifth payments computed similarly using the respective ratios of
one-third, one-half, and one.

         A written election may be made by the Executive any time, but more than
one year prior to commencement of the payment, to elect to receive benefits in a
cash lump sum payment or in any other form of cash payment reasonably acceptable
to ALLTEL, except that the Company or ALLTEL reserves the right to make payment

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of all or any portion of the Executive's Supplemental Retirement Account balance
in a lump sum in the event of the Executive's death or Disability.

         Notwithstanding the foregoing provisions of this Section 4.5 or any
other provision of this Agreement, unless the Executive remains an employee of
one or more members of the ALLTEL Group continuously from the date hereof
through June 30, 2000, the Executive's employment terminates under Section 6.2
(Termination Due to Death), the Executive's employment terminates under Section
6.3 (Termination Due to Disability), the Executive's employment terminates under
Section 6.4 (Termination by ALLTEL Other Than for Cause), or the Executive's
employment terminates under Section 6.5 (Termination by the Executive for Good
Reason), the Executive's supplemental retirement benefits under this Section 4.5
shall be determined, calculated, and paid as if no Supplemental Retirement
Credits, including but not limited to the Additional Supplemental Retirement
Credit, occurring after June 30, 1998, had been credited to the Supplemental
Retirement Account.

         The supplemental retirement benefits provided for in this Section 4.5
are in full replacement and cancellation of the Executive's benefits under the
Sprint Key Management Benefit Plan.

         4.6. Employee Benefits. During the term of this Agreement, and subject
to the terms of each of the respective plans, the Executive shall be eligible
for all benefits for which other persons who were senior executives of the
Company on August 1, 1998 are eligible based on employment with the ALLTEL Group
and for other benefit plans, if any, that ALLTEL's Compensation Committee or
ALLTEL's Board, in its sole discretion, considers appropriate, except that the
Executive shall not participate in the ALLTEL Corporation Pension Plan and the
Executive shall not have any entitlement by reason of this Agreement to
participate in any plan intended to be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (hereinafter referred to as the
"Code"), or any other plan providing for deferred compensation, or any plan
providing for stock options or restricted or phantom stock or other equity based
incentives.

         The Executive shall be entitled to paid vacation in accordance with the
policy of the ALLTEL Group with regard to vacations of senior executives of
ALLTEL. In applying this policy, the Executive shall be given credit for prior
service with the Company and with Sprint Corporation.

         4.7.  Retiree Medical Benefits.

         (i)   In the event the Executive's employment under this Agreement is
terminated under Section 6.1 (Termination by Reason of Expiration of Term),
Section 6.2 (Termination Due to Death), Section 6.3 (Termination Due to
Disability), Section 6.4 (Termination By ALLTEL Other Than for Cause), or
Section 6.5 (Termination by the Executive for Good Reason), then upon the
Executive's termination of employment, ALLTEL shall provide, or cause another
member of the ALLTEL Group to provide, the medical benefits described below.
(Retiree medical benefits will not be provided in the event the Executive's

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employment hereunder is terminated under Section 6.6 (Voluntary Termination by
the Executive Other Than for Good Reason) or Section 6.7 (Termination for
Cause)).

         (ii)  The retiree medical benefits will be provided to the Executive
and the spouse to whom he was married on March 9, 1996, for his life and the
life of the foregoing spouse, except that such benefits will not be provided to
the spouse (other than as may be required under Sections 601 through 607 of the
Employee Retirement Income Security Act of 1974, as amended, ("ERISA"))
following a divorce or legal separation.

         (iii) Such retiree medical benefits will be provided at the same
coverage levels and cost to the Executive and his spouse for the employee-paid
portion of the premium and co-payments as may from time to time be made
available to senior executive employees of the ALLTEL Group who are actively
employed (with a reduction in such amount equal to the amount paid, or expected
to be paid, by Medicare). Thus, the Executive's benefits and those of his spouse
may be changed (or even terminated) to the extent that the active employees'
plan(s) is (are) modified (or terminated).

         (iv) ALLTEL reserves the right to provide or cause one of the other
members of the ALLTEL Group to provide the Executive a cash equivalent benefit
for the Executive to obtain independently the retiree medical benefits to which
he would otherwise be entitled under this Section 4.7. In such case, ALLTEL in
good faith shall make the determination of the amount of this cash equivalent on
the basis consistent with Financial Accounting Standards Board Statement No.
106. ALLTEL's determination shall be conclusive. Any tax consequences of
providing the retiree medical benefits described in this Section 4.7 shall be
the responsibility of the Executive, except as may otherwise be provided in
Section 7 (Excise Taxes).

         4.8. Perquisites. During the term of the Executive's employment under
this Agreement, ALLTEL shall provide to or cause to be provided by one of the
ALLTEL Group members to the Executive, at the cost of the ALLTEL Group,
perquisites substantially equivalent to those which other senior executives of
ALLTEL are entitled to receive.

         4.9. Right to Change Plans. Nothing herein shall require the ALLTEL
Group to institute, maintain, or refrain from changing, amending, reducing, or
discontinuing any benefit plan, program, or perquisite available to senior
executives, so long as Executive is not treated less favorably than senior
executives of ALLTEL generally.

         4.10. Effect on Other Arrangements. Nothing herein shall require any
payment to the Executive provided for under this Agreement to be taken into
account under any employee benefit plans or other arrangements in which the
Executive participates, and any such payment(s) shall be taken into account only
to the extent, if any, expressly provided for under the terms of those plans as
amended from time to time or other arrangements as amended from time to time.

Section 5.  Expenses

         ALLTEL shall pay or reimburse, or cause one of the other members of the
ALLTEL Group to pay or reimburse, the Executive, in accordance with the ALLTEL

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Group's policies and procedures applicable to senior executives of ALLTEL
generally, for all ordinary and necessary business expenses which the Executive
incurs during the term of his employment under this Agreement including, but not
limited to, travel, entertainment, trade association dues and subscriptions, and
all dues, fees, and expenses associated with membership in appropriate trade,
business, and civic associations and societies where the Executive's
participation is in the best interests of the ALLTEL Group. Subject to
modification by ALLTEL's Board, ALLTEL's Compensation Committee, or ALLTEL's
Chief Executive Officer, membership in trade, business, and civic associations
and societies maintained by the Executive on August 1, 1998 shall be deemed
appropriate.

Section 6.  Employment Terminations

         6.1.  Termination by Reason of Expiration of Term. In the event the
Executive's employment under this Agreement terminates by reason of expiration
of the term hereof on June 30, 2000, ALLTEL shall pay or cause another member of
the ALLTEL Group to pay to the Executive, in full satisfaction of the amounts
due under Section 4 (Compensation), (i) his full base salary, at the rate then
in effect as provided in Section 4.1 (Base Salary), through the date of
termination and (ii) all other compensation and benefits to which the Executive
has a vested right at that time, including but not limited to, any benefits
provided for under this Agreement to the extent vested. Such base salary and any
other amounts to be paid a single cash sum shall be paid in a single lump sum
within 30 days following the Executive's termination of employment (except as
otherwise required by ERISA or the terms of any applicable employee benefit
plan).

         6.2.  Termination Due to Death. In the event of the death of the
Executive while employed under and during the term of this Agreement, ALLTEL
shall pay or cause another member of the ALLTEL Group to pay to the Executive's
Beneficiary, in full satisfaction of the amounts due under Section 4
(Compensation), (i) the Executive's full base salary, at the rate then in effect
as provided in Section 4.1 (Base Salary), earned through the date of death, (ii)
a prorated incentive equal to the full annual incentive payment that would have
been made pursuant to Section 4.2 (Short-Term Incentives) for the year in which
death occurred, assuming the achievement of preestablished performance goals at
the target level, multiplied by a fraction, the numerator of which is the number
of calendar months (counting a partial calendar month as a full month) that have
elapsed (in the calendar year in which the Executive's death occurs) prior to
the Executive's death, and the denominator of which is twelve, (iii) a prorated
incentive equal to the full incentive payment that would have been made pursuant
to Section 4.3 (Long-Term Incentives) for the plan cycle ending in the year in
which death occurred, assuming the achievement of preestablished performance
goals at the target level, multiplied by a fraction, the numerator of which is
the number of calendar months (counting a partial calendar month as a full
month) that have elapsed from the beginning of the plan cycle prior to the
Executive's death, and the denominator of which is 36, and (iv) all other
compensation and benefits to which the Executive had a vested right at his
death, including but not limited to, any benefits provided for under this
Agreement to the extent vested. Not in limitation of the other provisions
contained in this Agreement, if the Executive dies prior to August 1, 1999,
neither the Company nor ALLTEL nor any other member of the ALLTEL Group shall be
obligated to pay the $2,000,000 bonus payment provided for under Section 4.4
(Bonuses). Not in limitation of the other provisions contained in this

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Agreement, if the Executive dies prior to June 30, 2000, neither the Company nor
ALLTEL nor any other member of the ALLTEL Group shall be obligated to pay the
$2,000,000 consulting fee provided for under Section 8 (Consulting Services).
Such base salary, prorated incentive, and any other amounts to be paid as a
single cash sum shall be paid in a single lump sum within 30 days after the
Executive's death (except as otherwise required by ERISA or the terms of any
applicable employee benefit plan).

         Except where otherwise required by ERISA or the terms of an applicable
employee benefit plan, the Executive's Beneficiary with respect to each payment
shall be the person so designated by the Executive in writing provided to the
Company or ALLTEL prior to his death. Subject to such exception, in the absence
of such written beneficiary designation, the Executive's Beneficiary shall be
his surviving spouse, or if he has no surviving spouse, his estate.

         6.3.  Termination Due to Disability. In the event the Executive becomes
Disabled during the term of this Agreement, ALLTEL may terminate or cause to be
terminated the Executive's employment under this Agreement by written notice
from ALLTEL's Board or ALLTEL's Compensation Committee to the Executive of the
termination of the Executive's employment for Disability in accordance with this
Section 6.3 given at least 30 calendar days prior to the effective date of such
termination.

         A termination for Disability shall become effective upon the end of the
30 day notice period. Upon the effective date of the Executive's termination of
employment on account of Disability, ALLTEL shall pay or cause another member of
the ALLTEL Group to pay to the Executive, in full satisfaction of the amounts
due under Section 4 (Compensation), (i) his full base salary, at the rate then
in effect as provided in Section 4.1 (Base Salary), earned through the date of
termination, (ii) a prorated incentive equal to the full annual incentive
payment that would have been made pursuant to Section 4.2 (Short-Term
Incentives) for the year in which termination on account of Disability occurred,
assuming achievement of preestablished performance goals at the target level,
multiplied by a fraction, the numerator of which is the number of calendar
months (counting a partial calendar month as a full month) that have elapsed (in
the calendar year in which the Executive's termination of employment for
Disability occurs) prior to the Executive's termination of employment for
Disability, and the denominator of which is twelve, (iii) a prorated incentive
equal to the full incentive payment that would have been made pursuant to
Section 4.3 (Long-Term Incentives) for the plan cycle ending in the year in
which termination of employment for Disability occurred, assuming the
achievement of preestablished performance goals at the target level, multiplied
by a fraction, the numerator of which is the number of calendar months (counting
a partial calendar month as a full month) that have elapsed from the beginning
of the plan cycle prior to the Executive's termination of employment for
Disability, and the denominator of which is 36, and (iv) all other compensation
and benefits to which the Executive has a vested right at his termination of
employment due to Disability, including but not limited to, any benefits
provided for under this Agreement to the extent vested. Not in limitation of the
other provisions contained in this Agreement, if the Executive's employment with
the ALLTEL Group terminates for Disability prior to August 1, 1999, neither the
Company or ALLTEL nor any other member of the ALLTEL Group shall be obligated to
pay the $2,000,000 bonus payment provided for under Section 4.4 (Bonuses). Not
in limitation of the other provisions contained in this Agreement, if the
Executive's employment with the ALLTEL Group terminates for Disability prior to

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<PAGE>

June 30, 2000, neither the Company nor ALLTEL nor any other member of the ALLTEL
Group shall be obligated to pay the $2,000,000 consulting fee provided for under
Section 8 (Consulting Services). Such base salary, prorated incentive, and any
other amounts to be paid as a single cash sum shall be paid in a single lump sum
within 30 days of the Executive's termination of employment for Disability
(except as otherwise required by ERISA or the terms of any applicable employee
benefit plan).

         The term "Disability" shall mean, for all purposes of this Agreement,
the incapacity of the Executive, due to injury, illness, disease, or bodily or
mental infirmity, to engage in the performance of substantially all of his usual
duties as contemplated by Section 2 (Position and Responsibilities), such
Disability to be determined by ALLTEL's Board or ALLTEL's Compensation Committee
upon receipt of and in reliance on competent medical advice from one or more
individuals, selected by ALLTEL's Board or ALLTEL's Compensation Committee, who
are qualified to give such professional medical advice. In all cases for
ALLTEL's Board or ALLTEL's Compensation Committee to make a termination for
Disability hereunder, such "Disability" must be of the type that would, with the
lapse of time, qualify for benefits under any long-term disability program of
the ALLTEL Group applicable to senior executives of the Company or ALLTEL.

         It is expressly understood that the Disability of the Executive for a
period of 90 calendar days or less in the aggregate during any period of 12
consecutive months, in the absence of any reasonable expectation that the
Executive's Disability will exist for more than 90 calendar days, shall not
constitute a failure by the Executive to perform his duties hereunder and shall
not be deemed a breach or default and the Executive shall receive full
compensation for any such period of Disability or for any other temporary
illness or incapacity during the term of this Agreement.

         6.4. Termination by ALLTEL Other Than for Cause. ALLTEL may terminate
or cause to be terminated the Executive's employment under this Agreement other
than for "Cause" (as defined in Section 6.7 (Termination for Cause)) at any time
(for any reason other than death or Disability) by written notice from ALLTEL's
Chief Executive Officer to the Executive specifying the effective date of
termination.

         Upon a termination under this Section 6.4, or upon a termination by the
Executive under Section 6.5 (Termination by the Executive for Good Reason),
ALLTEL shall pay or cause another member of the ALLTEL Group to pay to the
Executive and provide the Executive with the following, in full satisfaction of
the amounts due under Section 4 (Compensation) and Section 8 (Consulting
Services):

                  (a)      A lump-sum cash amount equal to the Executive's
                           unpaid base salary, annual incentive in accordance
                           with Section 4.2 (Short-Term Incentives) for the
                           year prior to the year in which termination
                           occurred (to the extent not yet paid at the time of
                           such termination), long-term incentive in
                           accordance with Section 4.3 (Long-Term Incentives)
                           for any plan cycle ended prior to the year in which
                           termination occurred (to the extent not yet paid at

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<PAGE>

                           the time of such termination), accrued vacation
                           pay, unreimbursed business expenses, and all other
                           items earned by the Executive through and including
                           the effective date of termination (to the extent
                           not yet paid at the time of such termination), in
                           full satisfaction for these amounts owed to the
                           Executive, which shall be paid upon the effective
                           date of the termination of employment;

                  (b)      Full annual incentive payment(s) in accordance with
                           Section 4.2 (Short-Term Incentives) for any year
                           ending during or after the year in which
                           termination occurred and prior to January 1, 2000,
                           assuming the achievement of the performance goal(s)
                           at the target level, which shall be paid at the
                           time such payment(s) otherwise would have been paid
                           in the absence of the termination of employment;

                  (c)      Full long-term incentive payment(s) in accordance
                           with Section 4.3 (Long-Term Incentives) for any
                           plan cycle ending during or after the year in which
                           termination occurred and prior to January 1, 2000,
                           assuming achievement of the performance goal(s) at
                           the target level, which shall be paid at the time
                           such payment(s) otherwise would have been paid in
                           the absence of the termination of employment;

                  (d)      The remainder of the base salary that otherwise would
                           have been payable to Executive hereunder through 
                           June 30, 2000 had such termination not occurred 
                           during the term of Agreement, which shall be paid 
                           upon the effective date of the termination of 
                           employment;

                  (e)      The bonuses to Executive provided for under Section
                           4.4 (Bonuses), to the extent not yet paid at the time
                           of such termination, which shall be paid upon the
                           effective date of the termination of employment;

                  (f)      The $2,000,000 consulting fee provided for under
                           Section 8 (Consulting Services), which shall be paid
                           upon the effective date of the termination of
                           employment;

                  (g)      All other compensation and benefits to which the
                           Executive has a vested right at that time, which
                           shall be paid upon the effective date of the
                           termination of employment, except to the extent the
                           Executive elects to receive payment of such
                           compensation or benefits at a later date, including
                           but not limited to, retiree medical benefits under
                           Section 4.7 (Retiree Medical Benefits); and

the Company or ALLTEL shall also immediately make the Additional Supplemental
Retirement Credit to Executive's Supplemental Retirement Account and the
corresponding rabbi trust contribution provided for under Section 4.5
(Supplemental Retirement Benefits), to the extent not yet made.

                                      -11
                                       98
<PAGE>

         Any amounts or benefits or credits provided under this Section 6.4
shall be in lieu of all other benefits provided to the Executive under the
provisions of this Agreement, excepting only those benefits provided under
Section 7 (Excise Taxes).

         6.5. Termination by the Executive for Good Reason. The Executive may
terminate this Agreement for Good Reason by giving ALLTEL's Board 30 calendar
days' written notice of such intent to terminate for Good Reason, which sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for such termination. "Good Reason" shall mean, without the Executive's
prior written consent, the occurrence of any one or more of the following:

         (i)      The assignment to the Executive of any duties materially and
                  adversely inconsistent in any respect with the Executive's
                  position (including status, offices, title, and reporting
                  requirements), authorities, duties, or other
                  responsibilities as contemplated by Section 2 (Position and
                  Responsibilities), or any other action of the ALLTEL Group,
                  which results in a material adverse change in such position,
                  authority, duties, or responsibilities, that is not remedied
                  by the Company or ALLTEL promptly after receipt of written
                  notice thereof given by the Executive to ALLTEL's Board.

         (ii)     A required relocation of the Executive's principal office to
                  an area outside of the Little Rock, Arkansas metropolitan
                  area.

         (iii)    A material reduction or elimination of any component of the
                  Executive's compensation (other than reduction or elimination
                  resulting from the failure to meet performance goals under any
                  incentive programs) as provided for in Section 4
                  (Compensation), other than as permitted under that Section.

         (iv)     A material breach by the Company or ALLTEL, as the case may
                  be, of any provision of this Agreement that is not remedied by
                  the Company or ALLTEL promptly after receipt of written notice
                  thereof given by the Executive to ALLTEL's Board.

         Upon the lapse of the 30 calendar day notice period, the Good Reason
termination shall take effect and the Executive's obligation to be employed, and
the obligations to employ the Executive, under the terms of this Agreement shall
terminate simultaneously. For purposes of determining the rights and obligations
of the parties under this Agreement upon any such termination, the termination
shall be treated as if it were a termination other than for Cause under Section
6.4 (Termination by ALLTEL Other Than for Cause).

         6.6. Voluntary Termination by the Executive Other Than for Good Reason.
The Executive may terminate this Agreement at any time other than for Good
Reason (as defined in Section 6.5 (Termination by the Executive for Good
Reason)) by giving ALLTEL's Board written notice of intent to terminate,

                                      -12-
                                       99
<PAGE>

delivered at least 90 calendar days prior to the effective date of such
termination (such period not to include vacation). The termination automatically
shall become effective upon the expiration of the notice period.

         Upon the effective date of such termination by the Executive other than
for Good Reason, the Company or ALLTEL, as the case may be, shall pay to the
Executive, in full satisfaction of the amounts due under Section 4
(Compensation), his full base salary, at the rate then in effect as provided in
Section 4.1 (Base Salary), earned through the effective date of termination (but
no incentive payments pursuant to Section 4.2 (Short-Term Incentives) or Section
4.3 (Long-Term Incentives) for any incentive period not previously ended, plus
all other compensation and benefits to which the Executive has a vested right at
the effective date of such termination. Not in limitation of the other
provisions contained in this Agreement, if the Executive terminates employment
under this Section 6.6 prior to August 1, 1999, neither the Company nor ALLTEL
nor any other member of the ALLTEL Group shall be obligated to pay the
$2,000,000 bonus payment provided for under Section 4.4 (Bonuses). Not in
limitation of the other provisions contained in this Agreement, if the Executive
terminates employment under this Section 6.6 prior to June 30, 2000, neither the
Company nor ALLTEL nor any other member of ALLTEL Group shall be obligated to
make the Additional Supplemental Retirement Credit to the Executive's
Supplemental Retirement Account or the corresponding rabbi trust contribution
provided for under Section 4.5 (Supplemental Retirement Benefits) or to pay the
$2,000,000 consulting fee provided for under Section 8 (Consulting Services).

         6.7. Termination for Cause. Nothing in this Agreement shall be
construed to prevent ALLTEL's Board from terminating or causing to be terminated
the Executive's employment under this Agreement for "Cause." Upon the effective
date of a termination for Cause, ALLTEL shall pay or cause another member of the
ALLTEL Group to pay to the Executive his full base salary, at the rate then in
effect as provided in Section 4.1 (Base Salary), earned through the effective
date of such termination for Cause. The Executive shall not be paid any
incentive payments pursuant to Section 4.2 (Short-Term Incentives) or Section
4.3 (Long-Term Incentives) for any incentive period ending during or after the
year in which the effective date of the termination for Cause occurs. The
Executive shall be entitled to all other accrued compensation and accrued
benefits to which the Executive has a vested right at that time. The foregoing
payments shall be in full satisfaction of all amounts due under Section 4
(Compensation). Not in limitation of the other provisions contained in this
Agreement, if the Executive's employment is terminated for Cause prior to 
August 1, 1999, neither the Company nor ALLTEL nor any other member of the
ALLTEL Group shall be obligated to pay the $2,000,000 bonus payment provided for
under Section 4.4 (Bonuses). Not in limitation of the other provisions contained
in this Agreement, if the Executive's employment is terminated for Cause prior 
to June 30, 2000, neither the Company nor ALLTEL nor any other member of the
ALLTEL Group shall be obligated to make the Additional Supplemental Retirement
Credit to the Executive's Supplemental Retirement Account or the corresponding
rabbi trust contribution provided for under Section 4.5 (Supplemental Retirement
Benefits) or to pay the $2,000,000 consulting fee provided for under Section 8
(Consulting Services).

         "Cause" shall be determined by ALLTEL's Board in the exercise of good
faith and reasonable judgment, and shall be defined as: (i) the Executive's

                                      -13-
                                       100
<PAGE>

conviction for committing an act of fraud, embezzlement, theft, or any other act
constituting a felony involving moral turpitude or causing material harm,
financial or otherwise, to the ALLTEL Group, or (ii) a demonstrably willful and
deliberate act or failure to act which is committed in bad faith, without
reasonable belief that such action or inaction is in the best interests of the
ALLTEL Group, which causes material harm, financial or otherwise, to the ALLTEL
Group, (iii) the consistent gross neglect of duties, or wanton negligence by the
Executive in the performance of his duties hereunder; or (iv) the material
breach by the Executive of the terms of this Agreement.

         A termination of Executive's employment shall not be deemed to be for
Cause unless each of the following conditions is satisfied:

         (i)      Written notice is provided to the Executive not less than 15
                  days prior to the date of termination setting forth the
                  intention of the ALLTEL Group to consider terminating the
                  Executive, including a statement of the intended date of
                  termination and a detailed description of the specific facts
                  believed to constitute Cause;

         (ii)     None of the acts or omissions of the Executive that ALLTEL's
                  Board believes to constitute Cause shall have occurred more
                  than 12 months before the earliest date on which any member of
                  ALLTEL's Board who is not a party to the act or omission, knew
                  or should have known of such act or omission;

         (iii)    The Executive is offered an opportunity to respond to such
                  statement by appearing in person, together with the
                  Executive's legal counsel, before ALLTEL's Board prior to the
                  date of termination;

         (iv)     By the affirmative vote of at least 75 percent of the
                  non-employee members of ALLTEL's Board present at the Board
                  meeting at which the determination is made, ALLTEL's Board
                  determines that the specified actions of the Executive
                  constituted Cause and that the Executive's employment should
                  accordingly be terminated for Cause; and

         (v)      ALLTEL provides the Executive a copy of ALLTEL's Board's
                  written determination setting forth in full specificity the
                  basis of such termination for Cause.

         By determination of ALLTEL's Board, ALLTEL (and any other member of the
ALLTEL Group then employing the Executive) may suspend the Executive from his
duties for a period of up to 30 days with full pay and benefits hereunder during
the period of time in which ALLTEL's Board is making a determination as to
whether to terminate the Executive for Cause. Any purported termination for
Cause which does not satisfy each substantive and procedural requirement of this
definition shall be treated for all purposes under this Agreement as a
termination of the Executive's employment under Section 6.4 (Termination by
ALLTEL Other Than for Cause).

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                                      101
<PAGE>

         6.8.  Protective Covenants By The Executive

         (i)   Return of Property. Within five days after the date of
termination of the Executive's employment under this Agreement, the Executive
shall deliver to ALLTEL all of the ALLTEL Group's property in his possession,
custody or control, including, without limitation, all keys and credit cards,
all computers and fax machines, and all files, documents, data and information
in any medium relating in any way to the ALLTEL Group or its employees,
suppliers, customers or business.

         (ii)  Non-Disclosure. The Executive acknowledges that in the course of
his employment with the ALLTEL Group he has had and will have access to
confidential information and trade secrets proprietary to ALLTEL Group,
including but not limited to, information relating to the ALLTEL Group's
products, suppliers, and customers, the sources, nature, processes, costs and
prices of the ALLTEL Group's products, the names, addresses, contact persons,
purchasing and sales histories, and preference of the ALLTEL Group's suppliers
and customers, the ALLTEL Group's business plans and strategies, and the names
and addresses of, amounts of compensation paid to, and the trading and sales
performance of the ALLTEL Group's employees and agents, not including any
information that becomes publicly available otherwise than as a result of a
disclosure by the Executive in breach of this covenant (hereinafter referred to
as the "Confidential Information"). The Executive further acknowledges that the
Confidential Information is proprietary to the ALLTEL Group, that the
unauthorized disclosure of any of the Confidential Information to any person or
entity will result in immediate and irreparable competitive injury to the ALLTEL
Group, and that such injury cannot adequately be remedied by an award of
monetary damages. Accordingly, the Executive shall, during the term of his
employment with the ALLTEL Group and during the first 36 months immediately
following the calendar month in which occurs his termination of employment under
this Agreement, not disclose any Confidential Information to any person or
entity other than any person or entity reasonably believed by the Executive to
be properly authorized by ALLTEL to receive the information, without the prior
written permission of ALLTEL's Chief Executive Officer.

         (iii) Non-Interference. The Executive shall not during the term of his
employment with the ALLTEL Group and during the first 60 calendar months
immediately following the calendar month in which occurs his termination of
employment under this Agreement employ, or assist any person or entity in
employing, any employee of any member of the ALLTEL Group. The Executive shall
not during the term of his employment with the ALLTEL Group and during the first
60 calendar months immediately following the calendar month in which occurs his
termination of employment under this Agreement solicit, or assist any person or
entity to solicit, any employee of any member of the ALLTEL Group to leave the
ALLTEL Group's employment or to become employed by any entity that is not a
member of the ALLTEL Group. The provisions of this Section 6.8(iv) shall not,
however, apply with respect to any person who was an employee of the Company
prior to August 1, 1998 and whose employment with the ALLTEL Group has been
involuntarily terminated by the ALLTEL Group or who, on or before August 1,
1998, had indicated the intent not to remain in the employ of the ALLTEL Group
on a long-term basis.

                                      -15-
                                      102
<PAGE>

         (iv)  Non-Competition. The Executive shall not during the term of his
employment with the ALLTEL Group and during the first 60 calendar months
immediately following the calendar month in which occurs his termination of
employment under this Agreement (hereinafter referred to as the "Non-Competition
Period"), directly or indirectly (whether as an officer, director, employee,
sales representative, agent, principal, proprietor, consultant, advisor,
partner, lender, investor or otherwise) engage in, assist or have any interest
in any person, firm, entity, business or enterprise that (1) is engaged in any
aspect of the communications or telecommunications business or industry in which
any member of the ALLTEL Group is engaged as a material portion of its business
as of the date of the Executive's termination of employment under this
Agreement, (2) is engaged in any aspect of the information or data processing
management, outsourcing services or application software business or industry in
which any member of the ALLTEL Group is engaged as a material portion of its
business as of the date of the Executive's termination of employment under this
Agreement, or (3) is engaged in any other business in which any member of the
ALLTEL Group is engaged as a material portion of its business as of the date of
the Executive's termination of employment under this Agreement; except that the
foregoing provisions of this paragraph (iv) shall not prevent the Executive from
(1) owning, solely for investment purposes, up to five percent of the issued and
outstanding capital stock of any publicly traded company, or (2) serving on the
board of directors of any other company that the Chief Executive Officer of
ALLTEL approves, which approval shall not be unreasonably withheld.

         (v)  Harmful Statements. The Executive shall not disseminate any
information or make any statements, whether written, oral or otherwise, that are
negative, disparaging or critical of any member of ALLTEL Group or its business
or operations or that place any member of the ALLTEL Group or its business or
operations in a bad light, except to the extent reasonably necessary to enforce
the terms of this Agreement or as otherwise required by applicable law. Subject
to the Executive's compliance with the terms of this Agreement, ALLTEL shall
not, and shall cause each other member of the ALLTEL Group to not, disseminate
any information or make any statements, whether written, oral or otherwise, that
are negative, disparaging or critical of the Executive or that place the
Executive in a bad light, except to the extent reasonably necessary to enforce
the terms of this Agreement or as otherwise required by applicable law.

         (vi) Resignations. Within five days after the termination of his
employment under this Agreement, the Executive shall execute and deliver to the
Chief Executive Officer of ALLTEL such resignations as a director and officer of
ALLTEL and any other members of the ALLTEL Group, in such form, as may be
reasonably requested by ALLTEL's Chief Executive Officer.

         (vii) Challenge to Validity. The Executive shall not commence any
action, suit or proceeding to invalidate or limit the enforceability of any of
the covenants in this Section 6.8, and the Executive shall not assert, in any
action, suit or proceeding against the Executive by any ALLTEL Group member for
a breach by the Executive of any of the covenants in this Section 6.8 that any
provision of the covenants in this Section 6.8 is invalid or unenforceable in
any respect or to any extent, irrespective of the outcome of any such action,
suit or proceeding.

                                      -16-
                                      103
<PAGE>

         6.9.  Specific Performance; Other Remedies. The Executive acknowledges
that each and every covenant contained in Section 6.8 (Protective Covenants By
The Executive) (hereinafter referred to as the "Protective Covenants") is
reasonable and is necessary to protect the trade secrets, confidential
information, and other business interests of the ALLTEL Group and that his
compliance with each of the Protective Covenants is necessary to protect the
ALLTEL Group from unfair injury. The Executive further acknowledges that a
breach of any of the Protective Covenants will result in irreparable and
continuing harm and damage to the ALLTEL Group for which there will be no
adequate remedy at law. In the event of a breach of any of the Protective
Covenants, each and every member of the ALLTEL Group shall be entitled to
injunctive relief and to such other relief (whether at law or in equity) as a
court of competent jurisdiction deems proper in the circumstances, in addition
to any other remedy or relief to which any of them may be entitled.
Notwithstanding any other provision of this Agreement to the contrary and not in
limitation of any other provision of this Agreement, the obligations of each
member of the ALLTEL Group under this Agreement set forth below in this Section
6.9 are conditioned upon compliance by the Executive with each of the Protective
Covenants, and failure by the Executive to comply with any of the Protective
Covenants shall entitle each ALLTEL Group member to forfeit, terminate payment
of, and recover immediately from the Executive any of the following that may
have been paid to or vested in the Executive: (i) the $1,000,000 and $2,000,000
bonus payments provided for under Section 4.4 (Bonuses), (ii) the $2,000,000
consulting fee provided for under Section 8 (Consulting Services), (iii) all
retiree medical benefits provided for under Section 4.7 (Retiree Medical
Benefits) paid (or to be paid) from and after the date of the breach, and (iv)
that portion of any Supplemental Retirement Benefits under Section 4.5
(Supplemental Retirement Benefits) attributable to the Additional Supplemental
Retirement Credit to the Executive's Supplemental Retirement Account provided
for under Section 4.5 (Supplemental Retirement Benefits) (including earnings
thereon). Notwithstanding the foregoing provisions of this Section 6.9, except
as otherwise provided in Section 10.1 (Dispute Resolution), in any action by any
member of the ALLTEL Group for breach of any of the Protective Covenants, the
Executive shall have no liability for monetary damages (except for the loss of
the payments and benefits provided for under the immediately preceding
sentence). The Executive acknowledges that the Protective Covenants are a
principal inducement for the willingness of ALLTEL and the Company to enter into
this Agreement and make the payments and provide the benefits to the Executive
under this Agreement and that ALLTEL, the Company, and the Executive intend the
Protective Covenants to be binding upon and enforceable against the Executive in
accordance with their terms, notwithstanding any common or statutory law to the
contrary. The Executive acknowledges that any forfeiture resulting under the
provisions of this Agreement is reasonably related and proportional to the harm
that the ALLTEL Group would sustain if he were to violate any of the Protective
Covenants.

Section 7.  Excise Taxes

                  (i)  If any portion of the amount of any payment or benefit
         heretofore or hereafter provided under this Agreement, or the Prior
         Agreement, or under any other agreement with or plan of the Company or
         an ALLTEL Group Member, including, but not limited to, stock options,
         restricted stock, and other long-term incentives (each a "Payment")
         would constitute an "Excess Parachute Payment" in connection with the
         "Change in Control" of the Company (as defined in the Prior Agreement)
         that occurred on June 23, 1998 in connection with the Merger Agreement,

                                      -17-
                                      104
<PAGE>

         such that an excise tax is triggered under Section 4999 of the Code in
         respect of such amounts, then ALLTEL shall pay or cause Company to pay
         to Executive, in cash, an additional amount equal to such excise tax
         and any interest or penalties incurred by Executive with respect
         thereto (collectively, "Excise Tax"), together with any federal and
         state income, employment and other excise taxes payable by Executive in
         respect of such payment (and to cover the resulting income, employment,
         and other excise taxes resulting from each successive payment, and so
         on as necessary to completely offset the Excise Tax impact) (a"Gross-Up
         Payment"). For this purpose, Executive shall be deemed to be subject to
         the highest marginal rate of federal and state taxes.

                  (ii) Subject to the provisions of this Section 7(ii), all
         determinations required to be made under this Section 7(ii), including
         whether and when a Gross-Up Payment is required and the amount of such
         Gross-Up Payment and the assumptions to be utilized in arriving at the
         determination, shall be made by a nationally recognized certified
         public accounting firm reasonably acceptable to ALLTEL designated by
         the Executive (the "Accounting Firm") which shall provide detailed
         supporting calculations both to ALLTEL and the Executive within 30 days
         after the receipt of notice from the Executive that there has been a
         Payment, or such earlier time as is requested by ALLTEL. All fees and
         expenses of the Accounting Firm shall be borne solely by ALLTEL. Any
         Gross-Up Payment, as determined in accordance with this Section 7(ii),
         shall be paid by the Company or ALLTEL to the Executive within five
         days after the receipt of the Accounting Firm's determination. If the
         Accounting Firm determines that no Excise Tax is payable by the
         Executive, it shall so indicate to the Executive in writing. Any
         determination by the Accounting Firm shall be binding upon ALLTEL, the
         Company, and the Executive. As a result of uncertainty in the
         application of Section 4999 of the Code at the time of the initial
         determination by the Accounting Firm, it is possible that Gross-Up
         Payments that should have made will not have been made (an
         "Underpayment"), consistent with the calculations required to be made
         hereunder. In the event ALLTEL exhausts ALLTEL's remedies in accordance
         with Section 7(iii) and the Executive thereafter is required to make a
         payment of any Excise Tax, the Accounting Firm shall determine the
         amount of Underpayment that has occurred and the Underpayment shall be
         promptly paid by the Company or ALLTEL to or for the benefit of
         Executive.

                 (iii) The Executive shall notify ALLTEL in writing of any
         claim by the Internal Revenue Service that, if successful, would
         require a Gross-Up Payment (that has not already been paid by the
         Company or ALLTEL). The notification shall be given as soon as
         practicable but no later than ten business days after the Executive is
         informed in writing of the claim and shall apprise ALLTEL of the nature
         of the claim and the date on which the claim is requested to be paid.
         The Executive shall not pay the claim prior to the expiration of the
         30-day period following the date on which the Executive gives notice to
         ALLTEL or any shorter period ending on the date that any payment of
         taxes with respect to the claim is due. If ALLTEL notifies the
         Executive in writing prior to the expiration of the 30-day period that
         it desires to contest the claim, the Executive shall:

                                      -18-
                                      105
<PAGE>

                           (a) give ALLTEL any information reasonably requested
                  by ALLTEL relating to the claim;

                           (b) take any action in connection with contesting the
                  claim as ALLTEL shall reasonably request in writing from time
                  to time, including, but not limited to, accepting legal
                  representation with respect to the claim by an attorney
                  reasonably selected by ALLTEL;

                           (c) cooperate with the ALLTEL Group in good faith in
                  order effectively to contest the claim; and

                           (d) permit any member of the ALLTEL Group to
                  participate in any proceedings relating to the claim.

         The Company or ALLTEL shall bear and pay directly all costs and
         expenses (including additional interest and penalties) incurred in
         connection with the contest and shall indemnify and hold the Executive
         harmless, on an after-tax basis, for any Excise Tax or income tax
         (including interest and penalties with respect thereto) imposed as a
         result of the representation and payment of costs and expenses. Without
         limiting the foregoing provisions of this Section 7(iii), one or more
         members of the ALLTEL Group shall control all proceedings taken in
         connection with the contest and, at its or their sole option, may
         pursue or forego any and all administrative appeals, proceedings,
         hearings, and conferences with the taxing authority in respect of the
         claim and may, at its or their sole option, either direct the Executive
         to pay the tax claimed and sue for a refund or contest the claim in any
         permissible manner, and the Executive shall prosecute the contest to a
         determination before any administrative tribunal, in a court of initial
         jurisdiction and in one or more appellate courts, as ALLTEL shall
         determine. If ALLTEL directs the Executive to pay the claim and sue for
         a refund, the Company or ALLTEL shall advance the amount of the payment
         to the Executive, on an interest-free basis, and shall indemnify and
         hold the Executive harmless, on an after-tax basis, from any Excise Tax
         or other tax (including interest or penalties with respect thereto)
         imposed with respect to the advance or with respect to any imputed
         income with respect to the advance; and any extension of the statue of
         limitations relating to payment of taxes for the taxable year of the
         Executive with respect to which the contested amount is claimed to be
         due shall be limited solely to the contested amount. The ALLTEL Group's
         control of the contest shall be limited to issues with respect to which
         a Gross-Up Payment would be payable hereunder and the Executive shall
         be entitled to settle or contest, as the case may be, any other issue
         raised by the Internal Revenue Service or any other taxing authority.
         If, after the receipt by the Executive of an amount advanced by the
         Company or ALLTEL pursuant to this Section 7(iii), the Executive
         becomes entitled to receive any refund with respect to the claim, the
         Executive shall, subject to the Company's or ALLTEL's compliance with
         the requirements of this Section 7(iii), promptly pay to the Company or
         ALLTEL the amount of the refund (together with any interest paid or
         credited thereon after taxes applicable thereto). If, after the receipt
         by the Executive of an amount advanced by the Company or ALLTEL
         pursuant to this Section 7(iii), a determination is made that the
         Executive shall not be entitled to any refund with respect to the claim
         and ALLTEL does not notify the Executive in writing of its intent to
         contest the denial of refund prior to the expiration of 30 days after

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<PAGE>

         the determination, then the advance shall be forgiven and shall not be
         required to be repaid and the amount of the advance shall offset, to
         the extent thereof, the amount of Gross-Up Payment required to be paid.

                  (iv)  Without limitation of the foregoing provisions of this
         Section 7, the Executive, the Company, and ALLTEL shall each use their
         reasonable best efforts to cooperate with each other in resolving any
         matter arising under this Section 7.

Section 8.  Consulting Services

         Except as otherwise provided in this Agreement, if the Executive's
employment hereunder has not terminated prior to June 30, 2000, or, at the
option of ALLTEL, if Executive's employment hereunder has terminated prior to
June 30, 2000 pursuant to Section 6.4 (Termination by ALLTEL Other Than for
Cause), Section 6.5 (Termination by the Executive for Good Reason), or Section
6.6 (Voluntary Termination by the Executive Other Than for Good Reason), ALLTEL
shall engage the Executive as a consultant for a one-year term commencing July
1, 2000 and ending June 30, 2001 (hereinafter referred to as the "Consulting
Term"), and, subject to the provisions contained in this Section 8, the
Executive shall accept such engagement. In addition to the foregoing, the
following provisions shall govern the performance of Executive's engagement as a
consultant.

                  (i)  During the Consulting Term, the Executive shall provide
         the ALLTEL Group with such consulting services appropriate to his
         experience and expertise regarding the ALLTEL Group's business as are
         reasonably requested by ALLTEL's Chief Executive Officer. The Executive
         shall not, however, be required to provide consulting services for more
         than 80 hours per calendar month. The Executive shall remain free to
         undertake other consulting assignments and employment or business
         activities with other third parties (subject to the provisions of
         Section 6.8 (Protective Covenants By the Executive)) if those
         activities are not in conflict with the Executive's duties or
         obligations under this Section 8.

                  (ii)  The Executive shall provide such consulting services as
         an independent contractor (and not as an employee or agent of any
         member of the ALLTEL Group) and the Executive shall not have any right
         or authority to commit or bind any member of the ALLTEL Group in any
         way. Without limitation of the immediately preceding sentence, no
         member of the ALLTEL Group shall direct or control the Executive in the
         performance of the consulting services provided to the ALLTEL Group.
         The consulting services shall be provided at commercially reasonable
         times and locations, both to be mutually agreed upon between the
         Executive and ALLTEL's Chief Executive Officer. The ALLTEL Group shall
         provide the Executive with reasonable support to facilitate the
         Executive's performance of the consulting services.

                 (iii)  In consideration of the consulting services to be
         provided under this Section 8, ALLTEL shall pay the Executive the sum

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<PAGE>

         of $2,000,000 within five business days following June 30, 2000, unless
         that amount has previously been paid to the Executive in accordance
         with Section 6.4 (Termination by ALLTEL Other Than for Cause) or
         Section 6.5 (Termination by the Executive for Good Reason). This
         payment shall be the sole consideration to be paid by any member of the
         ALLTEL Group for the Executive's services as a consultant, and the
         Executive shall not have or accrue with respect to the consulting
         services any entitlement to ALLTEL Group employee compensation or
         benefits, including but not limited to, unemployment compensation,
         health benefits, retirement benefits, severance benefits, insurance,
         profit sharing, vacation, workers' compensation, sick leave, disability
         leave, and paid holidays.

                  (iv) The ALLTEL Group shall compensate the Executive for his
         reasonable travel, food, and lodging expenses related to those
         consulting services, upon proper invoice therefor, but only to the
         extent those expenses have been approved by ALLTEL's Chief Executive
         Officer prior to being incurred. If the Executive performs consulting
         services at the request of ALLTEL's Chief Executive Officer that
         necessitate the Executive incurring expenses in connection therewith
         not described in the immediately preceding sentence, not including
         travel, food, or lodging expenses, ALLTEL shall reimburse the Executive
         upon proper invoice therefor, but only to the extent that such expenses
         have been approved by ALLTEL's Chief Executive Officer prior to being
         incurred.

                  (v)  Where required by law, one or more members of the ALLTEL
         Group shall report amounts paid by a member or members of the ALLTEL
         Group to the Executive for consulting services on IRS Form 1099 (or its
         successor or equivalent). The Executive shall retain all responsibility
         and liability for taxes, including but not limited to, income taxes and
         Social Security/Medicare taxes on amounts paid to the Executive under
         this Section 8, excepting only those benefits provided by Section 7
         (Excise Taxes). The Executive shall retain all responsibility for
         compliance with laws pertaining to self-employment, including without
         limitation, laws relating to workers' compensation, with respect to
         consulting services under this Section 8.

                  (vi)  The provisions of Section 6.8(iii) (Non-Disclosure) And
         Section 6.9 (Specific Performance; Other Remedies) with respect thereto
         shall apply in respect of the Consulting Term in the same manner as
         they apply during the Executive's employment with the ALLTEL Group.

Section 9.  Assignment

         9.1. Assignment by the Company and ALLTEL. This Agreement shall be
binding upon, and shall inure to the benefit of, and be enforceable by the
Company and ALLTEL and their respective successors. Any such successor shall be
deemed to be the Company or ALLTEL, as the case may be, for all purposes of this
Agreement. As used in this Agreement, the term "successor" shall mean any
surviving corporation in a merger or consolidation, or any person, corporation,
partnership, or other business entity which, whether by purchase or otherwise,
acquires all or substantially all of the assets of the Company or ALLTEL, as the
case may be. Notwithstanding such assignment, the Company or ALLTEL, as the case

                                      -21-
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<PAGE>

may be, shall remain, with such successor, jointly and severally liable for all
its obligations hereunder.

         The Company or ALLTEL, as the case may be, shall require any successor
to assume expressly and agree to perform this Agreement in the same manner and
to the same extent that the Company or ALLTEL, as the case may be, would be
required to perform if no such succession where to take place.

         Except as provided in this Section 9.1, this Agreement may not be
assigned by the Company or ALLTEL.

         9.2. Assignment by the Executive. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, and administrators, successors, heirs,
distributees, devisees, and legatees. If the Executive should die while any
amounts payable to the Executive hereunder remain outstanding, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive's Beneficiary, determined in accordance with
Section 6.2 (Termination Due to Death).

Section 10.  Dispute Resolution and Notice

        10.1. Dispute Resolution. The Executive shall have the right and option
to have any good faith dispute or controversy arising under or in connection
with this Agreement settled by litigation or by arbitration.

         If arbitration is selected, such proceeding shall be conducted before a
panel of three arbitrators sitting in the Little Rock, Arkansas Metropolitan
Area in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the award of the arbitrator in any court
having jurisdiction.

         Except as otherwise provided in this Section 10.1, all expenses of such
litigation or arbitration including, but not limited to, the reasonable fees and
expenses of the legal representative for the Executive, and necessary costs and
disbursements incurred as a result of such dispute or legal proceeding, and any
prejudgment interest, shall be borne by the Company or ALLTEL, whether or not
the Executive prevails in such litigation or arbitration. The Company or ALLTEL
shall pay (or reimburse the Executive for) such fees and expenses on a monthly
basis within ten days after the Executive's submission of a written request for
payment or reimbursement, as applicable, together with reasonable evidence that
the fees and expenses were incurred. If the Executive does not prevail (after
exhaustion of all available judicial or arbitral remedies, as applicable), and a
court of competent jurisdiction decides that the Executive had no reasonable
basis for bringing an action or arbitration hereunder or lacked good faith in
doing so, no further reimbursement for legal fees and expenses shall be due to
the Executive, and the Executive shall repay the Company or ALLTEL for any
amounts previously paid by it hereunder pursuant to this Section 10.1. With
respect to any dispute regarding the provisions of Section 6.8 (Protective

                                      -22-
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<PAGE>

Covenants by the Executive) or Section 6.9 (Specific Performance; Other
Remedies), if the Executive does not prevail (after exhaustion of all available
judicial or arbitral remedies, as applicable), no further reimbursement for
legal fees and expenses shall be due to the Executive, and the Executive shall
repay the Company or ALLTEL for any amounts previously paid by it hereunder
pursuant to this Section 10.1 in respect of such dispute.

         10.2. Notice. Any notices, requests, demands, or other communications
provided for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at the last address he has filed
in writing with ALLTEL or, in the case of the Company or ALLTEL, to ALLTEL's
Board, or ALLTEL's Compensation Committee, at ALLTEL's principal corporate
executive offices.

Section 11.  Miscellaneous

         11.1. Entire Agreement. Except as otherwise expressly provided herein
with respect to the Prior Agreement, this Agreement supersedes any prior
agreements or understandings, oral or written, between the parties hereto or
between the Executive and the Company or ALLTEL, with respect to the subject
matter hereof and constitutes the entire agreement of the parties with respect
thereto.

         11.2. Modification. This Agreement shall not be varied, altered,
modified, canceled, changed, or in any way amended, or any provision of this
Agreement waived, except by mutual agreement of the parties in a written
instrument executed by the parties hereto or their legal representatives. No
waiver by any party to this Agreement at any time of any breach by any party to
this Agreement of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

         11.3. Severability. In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect. In the event any provision of this Agreement is
held unenforceable, such provision shall be reformed so as to be enforced to the
maximum extent possible, and if it is determined that it is not possible to
reform any such provision of this Agreement, such provision shall be severed
from this Agreement and the remainder of this Agreement shall be enforced to the
full extent permitted by law.

         11.4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same Agreement.

         11.5. Withholding. Any member of the ALLTEL Group may withhold from any
amounts payable under this Agreement all federal, state, city, or other taxes or
payments as may be required pursuant to any law or governmental regulation or
ruling or as may be expressly authorized by the Executive to be withheld,
deducted or reduced from those amounts.

                                      -23-
                                      110
<PAGE>

         11.6. Assumption by ALLTEL. ALLTEL has assumed and agreed to perform
the Company's obligations under this Agreement. ALLTEL shall be entitled to take
any and all action with respect to this Agreement that could be taken by the
Company pursuant to this Agreement, and the Executive shall be bound thereby to
the same extent as though such action (or inaction) had been by the Company.
ALLTEL shall also be entitled to have the Company take any action contemplated
by this Agreement, other than any action specifically to be taken by ALLTEL's
Board, ALLTEL's Compensation Committee, or ALLTEL's Chief Executive Officer, and
the Executive shall be bound by any action (or inaction) of the Company taken
(or omitted) in accordance with this Agreement.

         11.7. Matters Related to Prior Agreement. None of the provisions
contained in the Prior Agreement shall continue to apply in respect of any
period subsequent to July 31, 1998, except as otherwise expressly provided
herein. Without limitation of the immediately preceding sentence, no event,
fact, or circumstance, whenever it occurred or occurs, has been, is, or shall be
a "Qualifying Termination" (as defined in the Prior Agreement) for any purpose
under the Prior Agreement. The Executive acknowledges and agrees that as of the
close of business on July 31, 1998 neither the Company nor ALLTEL was in
(anticipatory or other) breach or default of any provision of the Prior
Agreement.

Section 12.  Construction

         The provisions of this Agreement have been mutually created with the
assistance of counsel for each party, and no provision of this Agreement shall
be construed against any party as the drafter thereof. Paragraph and Section
titles herein are for ease of reference purposes only and shall not be
considered in the construction of this Agreement.

Section 13.  Governing Law

         To the extent not preempted by federal law, the provisions of this
Agreement shall be construed and enforced in accordance with the laws of the
State of Delaware.

         IN WITNESS WHEREOF, ALLTEL, the Company, and the Executive have
executed this Agreement as of the date first above written.

ATTEST                                               ALLTEL CORPORATION



By:/s/Francis X. Frantz                              By:/s/Scott T. Ford
   ------------------------                             ------------------------
   Name:  Francis X. Frantz                             Name:  Scott T. Ford
   Title: Secretary                                     Title: President

                                      -24-
                                      111
<PAGE>

ATTEST                                               360 COMMUNICATIONS
COMPANY


By:/s/Kevin C. Gallagher                             By:/s/Debra L. Ferrari
   ------------------------                             ------------------------
   Name:  Kevin C. Gallagher                            Name:  Debra L. Ferrari
   Title: Secretary                                     Title: SVP - HR




WITNESS                                              DENNIS E. FOSTER


/s/Francis X. Frantz                                 /s/Dennis E. Foster
---------------------------                          --------------------------
Name:  Francis X. Frantz                             
 

                                      -25-
                                      112
<PAGE>


                                   EXHIBIT A


     The amount of the annual Supplemental Retirement Credit to the Executive's
Supplemental Retirement Account shall be equal to the actuarially computed value
necessary to provide an annual replacement beginning at age 65 of 40 percent of
the Executive's final annual base salary and target incentive bonus opportunity
under Section 4.2 (Short-Term Incentives) and Section 4.3 (Long-Term Incentives)
at age 65, for the Executive's expected life (using the 83 GATT mortality
table), offset by the age 65 pension benefit provided by the Executive's former
employers (i.e., Sprint Corporation, AT&T, and GTE). For purposes of this
calculation, it will be assumed that the Executive will retire at age 65, that
pay will increase by six percent each year, and that all past and future
Supplemental Retirement Credits (including those as defined in and occurring
under the Prior Agreement) will be credited with a level eight percent rate of
return, regardless of the actual return credited to the Executive's Supplemental
Retirement Account (i.e., the Executive will obtain a greater benefit if the
amount of earnings credited to his Supplemental Retirement Account pursuant to
Section 4.5 (Supplemental Retirement Benefits) (and under the Prior Agreement)
exceeds an annualized eight percent rate of return, and a lower benefit if the
amount so credited fails to achieve an annualized eight percent rate of return).
This actuarial calculation shall be performed annually for each year (prior to
2000) for which the Supplemental Retirement Credit is to be made in accordance
with Section 4.5 (Supplemental Retirement Benefits), substituting actual base
salary and target incentive bonus amounts under Section 4.2 (Short-Term
Incentives) and Section 4.3 (Long-Term Incentives) for estimated projections as
such actual amounts become known, and adjusting the percentage of pay required
as an annual funding contribution, such that the percentage of base salary
required as an annual funding contribution shall be projected to be the same for
all future years (based on the then-available actual historical compensation
history and assumed projected increases as set forth above), in the percentage
required to produce the 40 percent replacement ratio. The Schedule attached to
the Prior Agreement provides the calculation for the initial year of operation.







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