Exhibit 10(b)(2)

                              RETIREMENT AGREEMENT


                           This Retirement Agreement, dated as of 
December 27, 1995 ("Agreement"), is made among ALLTEL CORPORATION, a Delaware 
corporation (as defined below, the "Corporation"), ALLTEL INFORMATION 
SERVICES, INC., a Delaware corporation and a subsidiary of the Corporation 
("AIS"), ALLTEL FINANCIAL INFORMATION SERVICES, INC., an Arkansas corporation 
and a wholly-owned subsidiary of AIS (the "Subsidiary"), and JOHN E. STEURI 
(the "Executive").

                           The Executive is a party to the Executive 
Compensation Agreement (as defined in paragraph (H) of Section 1) under which 
the Executive would be permitted to retire on or after May 6, 1999.  During 
recent months, however, the Executive has expressed to the Corporation his 
desire to retire in 1996, rather than in 1999.  This Agreement specifies the 
terms and conditions governing the Executive's early retirement and the 
related agreements of the parties with respect thereto.

                           Accordingly, in consideration of the mutual 
covenants contained herein, the Corporation, AIS and the Subsidiary, and the 
Executive agree as follows:

                           1.  DEFINED TERMS.        For purposes of this 
Agreement, the following terms shall have the meanings indicated below:

                           (A)      "ALLTEL Profit-Sharing Plan" means the 
ALLTEL Corporation Profit-Sharing Plan, as amended.

                           (B)      "ALLTEL Thrift Plan" means the ALLTEL 
Corporation Thrift Plan, as amended.

                           (C)      "Benefit Restoration Plan" means the 
ALLTEL Corporation Benefit Restoration Plan, as amended.

                           (D)      "Board" or "Board of Directors" means the 
Board of Directors of the Corporation.

                           (E)      "Corporation" means ALLTEL Corporation and 
any successor to its business or assets by operation of law or otherwise.

                           (F)      "Deferred Compensation Plan" means the 
ALLTEL Corporation Executive Deferred Compensation Plan, as amended.

                           (G)      "Employee Stock Purchase Plan" means the 
Stock Purchase Plan for Employees of Systematics Information Services, Inc. 
and its affiliates, as amended.

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                           (H)      "Executive Compensation Agreement" means 
the Executive Compensation Agreement between the Subsidiary and the 
Executive, dated as of  April 17, 1990.

                           (I)      "Indemnity Agreement" means the ALLTEL 
Corporation Directors and Officers Indemnity Agreement, dated May 31, 1990, 
between the Corporation and the Executive.

                           (J)      "Long-Term Plan" means the ALLTEL 
Corporation Long-Term Performance Incentive Plan, as amended.

                           (K)      "Releasee" or "Releasees" has the meaning 
specified in subparagraph (i) of paragraph (F) of Section 4 herein.

                           (L)      "Short-Term Plan" means the ALLTEL 
Corporation Performance Incentive Compensation Plan, as amended.

                      2.   RETIREMENT OF EXECUTIVE.
  
                           (A)  Retirement.  The Executive retires from 
employment with the Corporation and any subsidiary of the Corporation (as an 
employee and as an officer) and resigns as a director of any subsidiary of 
the Corporation of which he is a director, in each case effective on the 
earliest of (i)  the close of business on May 31, 1996, (ii) the death of the 
Executive, and (iii) any date to which the Corporation and the Executive 
agree in a writing that refers to this  paragraph (A) (the "Effective Date"). 
The Executive acknowledges and agrees that he shall not be eligible to 
receive any payments or benefits under any severance plan, program, or policy 
of the Corporation or any subsidiary of the Corporation. The Corporation 
agrees to continue the Executive's employment until the Effective Date 
(notwithstanding any intervening physical or mental disability of the 
Executive) at the Executive's compensation in effect on the date of this 
Agreement, to continue to reimburse the Executive, until the Effective Date, 
for the Executive's current monthly country club membership at the Country 
Club of Little Rock and customary out-of-pocket expenses reasonably incurred 
by the Executive in performing his duties, and to provide the Executive, 
until the Effective Date, with the employee benefits and arrangements to 
which the Executive is entitled on the date of this Agreement.  The 
Corporation's obligations under the immediately preceding sentence 
automatically shall terminate on the Effective Date, and the Executive 
thereafter shall have no rights and be entitled to no benefits under the 
Executive Compensation Agreement or otherwise of any type or description 
other than the rights and benefits specified in this Agreement.  During the 
period following the date of this Agreement and until the Effective Date, the 
Executive will continue to serve under the direction of the Chief Executive 
Officer of the Corporation as Chairman and Chief Executive Officer of AIS, 
until a successor is appointed as Chief Executive Officer of AIS at any time 

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prior to the Effective Date, in which case the Executive thereupon will cease 
to have the title Chairman and Chief Executive Officer of AIS (although the 
Executive's status as an employee will continue until the Effective Date).
                           (B)      Certain Insurance Benefits and 
Arrangements.

                           (i)      The Corporation agrees to maintain until 
the Effective Date, the long-term disability insurance coverage referred to 
in Section III of the Executive Compensation Agreement.

                           (ii)     The Executive shall be entitled to 
participate, until the Effective Date, in the Corporation's group life, 
travel, and accident insurance plans.

                           (iii)    The Corporation agrees to maintain, until 
the later of the Effective Date or the expiration of any renewal period (not 
exceeding one year) that begins after the date of this Agreement and prior to 
the Effective Date, the decreasing term life insurance policy referred to in 
Section III of the Executive Compensation Agreement.

                           (iv)     In the event the Effective Date occurs by 
reason of the death of the Executive, the Corporation agrees to pay to his 
wife, Grace D. Steuri, if she survives him (in addition to the payments 
specified in paragraph (A) of Section 3), or otherwise to his estate, 100% of 
the Executive's salary for the period of twelve months immediately preceding 
the month in which his death occurs, which shall be made in 12 consecutive 
monthly installments beginning no later than 30 days after the date of the 
Executive's death.

                           (C)  Corporate Board Membership.  The Executive 
and the Corporation agree that the Executive's membership on the Board of 
Directors shall end on April 25, 1996, at the end of the Executive's current 
term thereof, unless terminated sooner by the Executive's resignation or 
death.  The Executive shall be entitled to attend any meeting of the Board of 
Directors occurring after the date of this Agreement through and including 
the date his membership terminates in accordance with the immediately 
preceding sentence, and to receive any materials provided to directors for 
any such meeting.


                           3.  CERTAIN COVENANTS OF THE CORPORATION AND   
RELATED PROVISIONS. 

                           (A)  Joint and Spouse Survivor Retirement 
Payments.  Subject to the provisions of this Agreement, including, without 
limitation, paragraph (C) of Section 4, the Corporation agrees to pay to the 
Executive, following the Effective Date (unless occasioned by the Executive's 
death) and until the Executive's death (notwithstanding any intervening 
physical or mental disability of the Executive), bi-weekly retirement 

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payments (calculated on the basis of 26 payments per year), each in the 
amount of $3,709.37, and continuing during the Executive's lifetime, the last 
bi-weekly payment being for the bi-weekly period during which the Executive's 
death occurs.  In the event the Executive is survived by his wife, Grace D. 
Steuri, the Corporation shall pay to her, for the remainder of her lifetime, 
bi-weekly payments, each in the amount of $1,854.68, following the Effective 
Date (if occasioned by the Executive's death) or otherwise commencing on the 
bi-weekly payment date immediately following the last bi-weekly payment date 
for which the Executive received a payment in accordance with the immediately 
preceding sentence and continuing during her lifetime, the last payment being 
for the bi-weekly period during which her death occurs.  The Corporation and 
the Executive agree (and the Executive acknowledges) that the retirement 
payments to be made by the Corporation in accordance with this paragraph (A) 
shall be in lieu of any payments or benefits under any pension plan of the 
Corporation or any subsidiary or affiliate of the Corporation, including, but 
not limited to, the ALLTEL Corporation Pension Plan (as in effect from time 
to time) (hereinafter, a "Company Pension Plan"), that the Executive has not 
been, is not, and shall not be a participant in any Company Pension Plan, and 
that neither the Executive, his spouse, nor any other person or entity, 
claiming through the Executive has, has had, or shall have any right to any 
benefit or payment from any Company Pension Plan.  The Executive's right to 
bi-weekly payments, and, in the event the Executive is survived by his wife, 
Grace D. Steuri, Grace D. Steuri's right to bi-weekly payments, under this 
paragraph (A), and any associated property right or interest, is a personal 
and individual right or interest.  The Executive also acknowledges and agrees 
that the Corporation would have no contractual or legal obligation 
whatsoever, whether under the Executive Compensation Agreement or otherwise, 
to pay the retirement payments specified in this paragraph (A) in the absence 
of this Agreement and that the foregoing payments are consideration for 
Executive's agreements specified in paragraph (C) of Section 4 and the 
performance by the Executive of his obligations thereunder.

                           (B)  Health and Dental Coverage.  Subject to the 
provisions of this Agreement, including, without limitation, paragraph (C) of 
Section 4, the Corporation agrees to provide to the Executive and to the 
Executive's spouse, during the Executive's lifetime, health and dental 
coverage not less favorable than the health and dental coverage(s) provided 
by the Corporation and its subsidiaries, from time to time, to similarly 
situated active senior executives of the Corporation and of its subsidiaries, 
as applicable, and at a cost to the Executive no greater than such similarly 
situated active senior executives. However, in the event the Executive, at 
any time prior to May 6, 1999, commences full-time employment with any other 
company or enterprise (which shall not include a bona fide consulting or 
other third party contractor relationship), the Executive shall be obligated 
to pay the entire cost of the foregoing health and dental coverage for so 
long as the Executive is employed on a full-time basis by any such other 
company or enterprise at any time or from time to time, but, upon the 
Executive's termination of full-time employment with any such other company 
or enterprise, the Executive's rights under the first sentence of this 
paragraph (B) shall be reinstated.  In the event the Executive's wife, Grace 
D. Steuri, survives the Executive, the Corporation shall provide to Grace D. 

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Steuri, for the remainder of her lifetime, the coverage specified in the 
first sentence of this paragraph (B), without regard to the second sentence 
of this paragraph (B).  Notwithstanding the foregoing provisions of this 
paragraph (B), the Corporation may provide all or any portion of the 
foregoing health and dental coverage(s) through the purchase by the 
Corporation of insurance, and the Corporation may coordinate against any 
government-provided (or similar) coverage with the other coverage as primary.

                           (C)  Incentive Plans.

                           (i)  The Executive acknowledges that he has no 
right or entitlement of any type or description under the Short-Term Plan 
with respect to any year other than 1995 and, if the Effective Date occurs 
after December 31, 1995, the portion of 1996, beginning on January 1, 1996 
and ending on the Effective Date (other than the right to awards with respect 
to any such other year that were deferred and remain unpaid, to which 
paragraph (G) of this Section 3 shall apply).

                           (ii)   The Executive acknowledges that he has no 
right or entitlement of any type or description under the Long-Term Plan with 
respect to any period other than, if the Effective Date occurs on or after 
December 31, 1995,  1993 through 1995 (other than the right to awards with 
respect to any such other year that were deferred and remain unpaid, to which 
paragraph (G) of this Section 3 shall apply).

                           (iii)  Any awards to which the Executive is 
entitled under the  Short-Term Plan, the Long-Term Plan, or both, shall be 
paid to the Executive at the time awards are paid to the Corporation's 
officers, in accordance with the terms of those plans.

                           (D)  Profit-Sharing and Thrift Plans.

                           (i)  The Executive's vested interest under the 
ALLTEL Profit-Sharing Plan shall be paid following the Effective Date in 
accordance with the terms of that plan and at such time or times as may be 
required thereunder.

                           (ii)    The Executive's vested interest under the 
ALLTEL Thrift Plan shall be paid following the Effective Date in accordance 
with the terms of that plan and at such time or times as may be required 
thereunder.

                           (E)  Benefit Restoration Plan.  The Executive's 
vested interest under the Benefit Restoration Plan shall be paid following 
the Effective Date in accordance with the terms of that plan and at such time 
or times as may be required thereunder.

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                           (F)  Stock Options; Employee Stock Purchase Plan.

                           (i)  Notwithstanding any provision of the 
applicable stock option plan or option agreement to the contrary, the 
Executive's vested interest in the options to purchase common stock of the 
Corporation held by the Executive on the date of this Agreement and that 
remain unvested as of the Effective Date shall be 100 percent.

                           (ii)  Subject to the foregoing provisions of this 
paragraph (F), all matters pertaining to the foregoing options shall be 
governed by the applicable stock option plan and option agreement.

                           (iii)  All shares of common stock of the 
Corporation and cash in the Executive's account under the Employee Stock 
Purchase Plan shall be delivered to the Executive following the Effective 
Date in accordance with the terms and at such time or times as may be 
required thereunder.

                           (G) Deferrals Under Deferred Compensation Plan. 
The Executive's vested interest under the Deferred Compensation Plan, the 
Short-Term Plan, and the Long-Term Plan shall be paid in accordance with the 
terms of and at such time or times as may be provided under the terms thereof.

                           (H)  Rabbi Trust.  As of the date of this 
Agreement, the Executive is a beneficiary under the trust established by a 
Trust Agreement between the Corporation and Nationsbank Texas, N.A., dated 
July 20, 1993 (the "Rabbi Trust"), with respect to the Executive's rights and 
benefits under the Executive Compensation Agreement, the Benefit Restoration 
Plan and the Deferred Compensation Plan, and the Corporation has made certain 
contributions for the Executive's account thereunder the balance of which 
totaled approximately $60,000 as of the date of this Agreement.  The 
Corporation agrees that, subject to and in reliance upon the acknowledgments 
by the Executive in the immediately following sentence, the Corporation will, 
for so long as the Corporation continues to maintain the Rabbi Trust with 
executive officers of the Corporation as beneficiaries,  maintain the 
Executive as a beneficiary thereunder with respect to the Executive's rights 
and benefits referred to above and the Executive's rights and benefits under 
this Agreement (in substitution for the Executive Compensation Agreement), 
will maintain balances in the Executive's account under the Rabbi Trust from 
time to time consistent with the manner in which the Corporation maintains 
balances in the accounts of the executive officers of the Corporation, and 
will provide the Executive, upon his request, with reasonable documentation 
verifying that the Corporation is in compliance with the provisions of this 
paragraph (H). The Executive acknowledges that the Rabbi Trust is a revocable 
trust under which a beneficiary is entitled to exercise no rights prior to a 
"change of control" (as defined thereunder), that no beneficiary has any 
"vested" right or entitlement thereunder of any type or description prior to 
such a "change of control" and that, in the event the Corporation, prior to 
such a change of control, amends or terminates the Rabbi Trust (which the 
Corporation has the unqualified right to do in its sole discretion) or its 

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application to the executive officers of the Corporation, the Corporation's 
agreements in the immediately preceding sentence automatically shall 
terminate.

                           (I)  Disclosure By the Corporation.  The 
Corporation shall have the right to disclose  this Agreement and the terms 
hereof in the Corporation's proxy statement with respect to its 1996 annual 
meeting of stockholders and in the Corporation's Form 10-K Report for its 
fiscal year ended December 31, 1995, and otherwise to the extent the 
Corporation determines that disclosure is either required by  applicable law 
or regulation or is in the Corporation's best interest.  To the extent 
reasonably practicable, the Corporation shall afford the Executive a 
reasonable opportunity to review and comment upon any such disclosure prior 
to the making thereof. With respect to any other announcement or publicity 
related to the Executive's retirement, the Executive and the Corporation 
intend to announce that the Executive will retire in May 1996 and is making 
the announcement at this time to provide management continuity during the 
period required to name a successor.  The Executive and the Corporation agree 
to collaborate on the form and content of such other announcement or 
publicity and to make no such announcement or publication unless the form and 
content are acceptable to both the Corporation and the Executive.

                           4.  CERTAIN OTHER AGREEMENTS.

                           (A)  Return of Property.  On the Effective Date, 
the Executive shall deliver to the Corporation all of the Corporation's and 
its subsidiaries' property in the Executive's possession, custody or control, 
including, without limitation, all keys and credit cards, and all files, 
documents, data and information in any medium relating in any way to the 
Corporation and its subsidiaries' or its or their employees, suppliers, 
customers or business.  On the Effective Date, the Corporation shall deliver 
all of the Executive's personal property in the Corporation's or any of its 
subsidiaries' possession, custody or control.
                           (B)  Non-Disclosure.  The Executive acknowledges 
that, in the course of his employment with the Corporation or any of its 
subsidiaries, he has had access to confidential information or trade secrets 
that are proprietary to the Corporation and its subsidiaries, including, 
without limitation, information relating to the Corporation's and its 
subsidiaries' suppliers and customers, the sources, costs and prices of the 
Corporation's and its subsidiaries' products and services, the names, 
addresses, contact persons, purchasing and sales histories, and preference of 
the Corporation's and its subsidiaries' suppliers and customers, the 
Corporation's and its subsidiaries' business plans and strategies, and the 
names and addresses of, amounts of compensation paid to, and the trading and 
sales performance of the Corporation's and its subsidiaries employees and 
agents (the "Confidential Information").  The Executive further acknowledges 
that the Confidential Information is proprietary to the Corporation and its 
subsidiaries, 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 Corporation and its subsidiaries, and that such 
injury cannot adequately be remedied by an award of monetary damages.  The 

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Executive agrees not to disclose at any time any Confidential Information to 
any person or entity without the prior written permission of the Corporation.

                           (C)  Non-Competition.  

                           (i)      The Executive agrees that the Executive 
will not, during the period beginning on the Effective Date (unless 
occasioned by the Executive's death) and continuing thereafter until the one 
year anniversary thereof (the "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 the Corporation, or any of 
its subsidiaries or affiliates, is engaged as a material portion of its 
business on the Effective Date or at any time during the Period, (2) is 
engaged in any aspect of the information or data processing management, 
outsourcing services or application software business or industry in which 
the Corporation, or any of its subsidiaries or affiliates, is engaged as a 
material portion of its business on the Effective Date or at any time during 
the Period or (3) is engaged in any other business in which the Corporation, 
or any of its subsidiaries or affiliates, is engaged as a material portion of 
its business on the Effective Date or at any time during the Period; except 
that the foregoing provisions of this paragraph (C) shall not prevent the 
Executive from (x) owning, solely for investment purposes, up to 5% of the 
issued and outstanding capital stock of any publicly traded company, (y) 
continuing to serve on the Board of Directors (and any committees thereof) of 
National Computer Systems Inc. or as a Trustee or on any Board of Trustee 
committees of Northwestern Mutual Life Insurance Company or (z) serving on 
the board of directors of any other company that the Chief Executive Officer 
of the Corporation approves in writing (which shall not be unreasonably 
withheld).  

                           (ii)  The Corporation and the Executive agree that 
the Executive's agreement in (i) above (the "Noncompete Agreement") is the 
principal inducement for the Corporation's willingness to enter into this 
Agreement and make the retirement payments and provide the benefits to the 
Executive contemplated by paragraphs (A) and (B) of Section 3 and that the 
Corporation and the Executive intend the Noncompete Agreement to be binding 
upon and enforceable against the Executive in accordance with its terms, 
notwithstanding any common or statutory law to the contrary.  Accordingly, 
the Executive and the Corporation agree that, in the event the Executive 
commences any action, suit or proceeding to invalidate the enforceability of 
the Noncompete Agreement or adjudicate the limits or scope of its provisions, 
or in the event the Executive asserts, in any action, suit or proceeding by 
the Corporation against the Executive for a breach by the Executive of the 
Noncompete Agreement that the Noncompete Agreement is invalid or 
unenforceable in any respect or to any extent, the Corporation shall be 
immediately excused from making, and shall be entitled immediately to 
terminate, the payments and benefits contemplated by paragraphs (A) and (B) 
of Section 3, irrespective of the outcome of any such action, suit or 
proceeding.  

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                           (D)  Confidentiality.  Except as otherwise 
contemplated by paragraph (I) of Section 3, the terms of this Agreement shall 
remain confidential and shall not be disclosed by or permitted to be 
disclosed by the Executive to any persons other than the Executive's counsel, 
financial advisor, accountant, his spouse, Grace D. Steuri, and his son David 
J. Steuri, and to any other person or entity required by applicable law, and 
each person to whom the Executive is permitted to and does disclose the terms 
of this Agreement shall be advised by the Executive of this confidentiality 
agreement and shall be directed to observe the requirements thereof, except 
to the extent the Corporation has disclosed this Agreement in accordance with 
paragraph (I) of Section 3.  The Executive's obligations under this paragraph 
(D) automatically shall terminate on the earlier of the fifth year 
anniversary date of this Agreement or the date of the Executive's death.

                           (E)  Reciprocal Release and Covenant Not to Sue.

                           (i)  In consideration of the retirement payments 
and other benefits to be provided by the Corporation under this Agreement, 
the sufficiency of which as good and valuable consideration the Executive 
hereby acknowledges, the Executive, for and on behalf of himself, his heirs, 
executors, administrators and assigns, hereby releases and discharges the 
Corporation, its subsidiaries and affiliates, and their respective officers, 
directors, employees, trustees, administrators, employee benefit plans, all 
other representatives of the Corporation and agents of any of the foregoing, 
and their successors and assigns (hereinafter the "Releasees"), from and 
against any and all claims, liabilities, causes of action, debts, demands, 
charges and claims of any nature whatsoever of any and every kind, whether in 
tort, contract or pursuant to constitution, statute or regulation, and 
whether for attorneys' fees or otherwise, which he now has, whether known or 
unknown, accrued or matured, arising out of the employment relationship 
between the Executive and the Corporation or any Releasee or the termination 
thereof, except for the amounts, rights and benefits under this Agreement or 
under the Indemnity Agreement.  The foregoing release includes, but is not 
limited to, all claims for compensation and fringe or other benefits and is a 
complete and legally binding general release that releases all claims that 
the Executive has or may have against any Releasee under local, state or 
federal laws concerning civil rights, age discrimination, disability, 
employee benefits, wrongful discharge, workers' compensation or any other 
claims that may have arisen in connection with his employment with the 
Corporation or any Releasee or the termination thereof. The Executive agrees 
not to file any claim, charge, lawsuit or the like against any of the 
Releasees concerning any matter in any way connected with his employment with 
the Corporation or any Releasee or the termination thereof.  The foregoing 
release and covenant not to sue, however, does not apply to any amount, right 
or benefit to which the Executive is entitled under this Agreement or under 
the Indemnity Agreement.

                           (ii)  In consideration of the covenants by the 
Executive under this Agreement, the sufficiency of which as good and valuable 
consideration the Corporation hereby acknowledges, the Corporation, for and 
on behalf of itself, its subsidiaries and their respective successors and 
assigns, hereby releases and discharges the Executive and his spouse, heirs, 

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executors, administrators and assigns from and against any and all claims, 
liabilities, causes of action, debts, demands, charges and claims of any 
nature whatsoever of any and every kind, whether in tort, contract or 
pursuant to constitution, statute or regulation, and whether for attorneys' 
fees or otherwise, which the Corporation or any of its subsidiaries now has, 
whether known or unknown, accrued or matured, arising out of the employment 
relationship between the Executive and the Corporation, or any of its 
subsidiaries, except for the amounts, rights and benefits under this 
Agreement or under the Indemnity Agreement.  The Corporation agrees not to 
file any claim, charge, lawsuit or the like against the Executive concerning 
any matter in any way connected with his employment with the Corporation or 
any of  the Corporation's subsidiaries.  

                           5.  TERMINATION OF OTHER AGREEMENTS.  Except for 
the Indemnity Agreement and as otherwise expressly provided in this 
Agreement, this Agreement shall terminate any and all other agreements or 
arrangements between the Corporation or any of its subsidiaries and the 
Executive under which the Corporation or any such subsidiary would be 
obligated to make any payment to or pay any benefit to or with respect to the 
Executive or any person or entity claiming through the Executive, including, 
but not limited to, the Executive Compensation Agreement, and neither the 
Corporation nor any subsidiary of the Corporation shall have any obligation 
to make any such payment or pay any such benefit.

                           6.  GENERAL PROVISIONS.  

                           (A)  Each and every provision of this Agreement is 
subject to, and shall become effective only upon, express approval by the 
Executive Committee of the Board and the execution by Grace D. Steuri of the 
paragraph immediately following the Executive's signature on the signature 
page of this Agreement.  The Corporation shall seek approval of this 
Agreement by the Executive Committee of the Board on or before January 5, 
1996.  On or before January 5, 1996, the Corporation shall notify the 
Executive of the Executive Committee of the Board's decision whether to 
approve this Agreement, which, in the case of such approval, shall be 
accompanied by a certified resolution to that effect.  If this Agreement is 
not approved by the Executive Committee of the Board on or before January 5, 
1996, or if Grace D. Steuri fails to sign the  paragraph referred to in the 
first sentence of this paragraph (A) concurrent with the signature of this 
Agreement by the Executive, this Agreement shall be rendered void ab initio 
and of no force or effect whatsoever.

                           (B)  Warranties.  Each party warrants that it or 
he fully understands this Agreement; that no promise or inducement has been 
offered to it or him to enter into this Agreement except as expressly set 
forth herein; that this Agreement is executed without reliance upon any 
statements or representations made by either party or its or his attorneys or 
representatives to the other concerning the nature and extent of any claims 
or damages or legal liability therefor; that this Agreement evidences the 
entire settlement of the claims released herein; and  the Executive warrants 
that he is competent and authorized to enter into this Agreement and that 

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this Agreement is executed by the Executive with full knowledge and 
understanding of its contents.

                           (C)  Applicable Withholding.  Any payments or 
benefits to be provided to the Executive, Grace D. Steuri, or any person or 
entity claiming through the Executive, in accordance with this Agreement or 
otherwise shall be subject to any applicable withholding required under 
federal, state or local law and any additional withholding to which the 
Executive has agreed.  No Releasee shall be responsible for any tax imposed 
upon the Executive, Grace D. Steuri, or other person or entity with respect 
to any such payment.
                           
                           7.  NO REEMPLOYMENT.   The Corporation does not 
intend to reinstate the Executive to employment by the Corporation or any of 
its subsidiaries at any time in the future, and the Executive does not intend 
to seek such reinstatement at any time in the future.  The Corporation and 
its subsidiaries shall have no obligation to consider the Executive for 
re-employment at any time hereafter.

                           8.  SPECIFIC PERFORMANCE; OTHER REMEDIES.

                           (A)  In General.  The Executive acknowledges that 
the covenants contained in Section 4 of this Agreement are reasonably 
necessary to protect the trade secrets, confidential information and other 
business interests of the Corporation and its subsidiaries and affiliates and 
that the Executive's compliance with those covenants is necessary to protect 
them from unfair competition and competitive injury.  The Executive further 
recognizes that a breach of any of those covenants will result in irreparable 
and continuing harm and damage to the Corporation and its parent, 
subsidiaries and affiliates, for which there will be no adequate remedy at 
law.  The Executive therefore agrees that in the event of a breach of any of 
the covenants in Section 4 of this Agreement, the Corporation and its 
subsidiaries and affiliates 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.

                           (B)  In Particular. The obligations of the 
Corporation under paragraphs (A) and (B) of Section 3 of this Agreement are 
conditioned upon the Executive's compliance with the covenants made by him 
under paragraphs (C) and (E) of Section 4 of this Agreement, and in the event 
the Executive fails to comply with any of those covenants and the Corporation 
obtains a ruling to that effect from a court of competent jurisdiction,  the 
Corporation thereupon shall be excused from making any further payment 
required under paragraphs (A) and (B) of Section 3 of this Agreement.  The 
Executive acknowledges that the foregoing forfeiture of payments and benefits 
under this Agreement is reasonable in relation to the harm that the 
Corporation would sustain if the Executive were to violate any of the 
covenants contained in paragraphs (C) and (E) of Section 4 of this Agreement 
in any material respect.

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                           9.  NON-ASSIGNMENT.  Any rights to payments or 
benefits under this Agreement payable to or with respect to the Executive or 
Grace D. Steuri may not be assigned, voluntarily or involuntarily, and any 
attempt to do so shall be void.  The Executive warrants and represents that 
he has not assigned or attempted to assign to any third party any claim, or 
any part thereof, that he may have or claim to have against the Releasees.

                           10.  BINDING EFFECT.

                           (A)  Parties.  This Agreement shall inure to the 
benefit of and be binding upon the Corporation.  This Agreement shall inure 
to the benefit of each of the Releasees.  This Agreement shall inure to the 
benefit of and be binding upon the Executive and his spouse, Grace D. Steuri, 
and their respective personal or legal representatives, executors, 
administrators, successors, heirs, distributees, devisees, legatees and any 
other person or entity claiming through the Executive.  If the Executive 
shall die while any amount would be payable to the Executive hereunder (other 
than amounts which, by their terms, terminate upon the death of the 
Executive) if the Executive had continued to live, unless otherwise provided 
herein, the amount(s) shall be paid in accordance with the terms of this 
Agreement to the executors, personal representatives or administrators of the 
Executive's estate.

                           (B)  Enforcement Costs and Expenses.  In the event 
of any action or proceeding between the parties concerning an alleged breach 
of or default under this Agreement, the prevailing party shall be entitled to 
collect from the other party all of the prevailing party's reasonable costs 
and expenses (including, without limitation, attorneys fees) incurred by the 
prevailing in connection therewith.

                           11.  NOTICES.  Notices and all other 
communications provided for in this Agreement shall be in writing and shall 
be deemed to have been duly given when delivered or mailed by United States 
registered mail, return receipt requested, postage prepaid, addressed to the 
respective addresses set forth below, or to such other address as either 
party may have furnished to the other in writing in accordance herewith, 
except that notice of change of address shall be effective only upon actual 
receipt:


         To the Corporation:                     To the Executive:         
         ALLTEL Corporation                      Mr. John E. Steuri
         One Allied Drive                        52 River Ridge Road
         Little Rock, Arkansas  72202            Little Rock,  AR  72227-1518
         Attention:  Chief Legal Officer                                  

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                           12.  MISCELLANEOUS.  No provision of this 
Agreement may be modified, waived or discharged unless such waiver, 
modification or discharge is agreed to in writing and signed by the Executive 
and the Chief Executive Officer of the Corporation.  No waiver by either 
party hereto at any time of any breach by the other party hereto 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.  No 
agreements or representations, oral or otherwise, express or implied, with 
respect to the subject matter hereof have been made by either party which are 
not expressly set forth in this Agreement.  The validity, interpretation, 
construction and performance of this Agreement shall be governed by the laws 
of the State of Arkansas.

                           13.  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 either 
the Corporation or the Executive 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.

                           14.  VALIDITY.  The invalidity or unenforceability 
of any provision of this Agreement shall not affect the validity or 
enforceability of any other provision of this Agreement, which shall remain 
in full force and effect.  If any part of the Agreement is found to be 
unenforceable the other provisions shall remain fully valid and enforceable.  
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 a court determines that it is not possible to reform any 
such provision of this Agreement, such provision will be severed from the 
Agreement and the remainder of the Agreement shall be enforced to the full 
extent permitted by law.

                           15.  COUNTERPARTS.  This Agreement may be executed 
in several counterparts, each of which shall be deemed to be an original but 
both of which together will constitute one and the same instrument.

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                           IN WITNESS WHEREOF, the parties have signed this 
Agreement as of the date set forth above.

Attest:                                         ALLTEL CORPORATION


By: /s/ Francis X. Frantz                  By: /s/ Joe Ford
    Francis X. Frantz                        Name:  Joe T. Ford
    Secretary                                Title: Chairman,  President, 
                                                    and Chief Executive Officer


                                           ALLTEL INFORMATION SERVICES, INC.


                                           By: /s/ William L. Cravens
                                             Name: William L. Cravens
                                             Title:Vice Chairman and COO

                                           ALLTEL FINANCIAL INFORMATION
                                             SERVICES, INC.


                                           By: /s/ William L. Cravens
                                             Name: William L. Cravens
                                             Title:Vice Chariman and COO
Witness:

/s/ Francis X. Frantz                       /s/ John Steuri
                                                John E. Steuri

The undersigned, Grace D. Steuri, hereby consents to the provisions of this
Agreement and (i) accepts and agrees to be bound by the provisions of Section
3 of this Agreement, (ii) joins in and agrees to be bound by the provisions of
paragraphs (D) and (E) of Section 4 of this Agreement, (iii) agrees to be
bound by the provisions of Section 5 of this Agreement, (iv) makes the
warranties contained in paragraph (B) of Section 6, and the second sentence
of Section 9 of this Agreement, as though she were "the Executive" as that
term is used therein and (v) agrees to be bound by the provisions of Section
6 and Sections 8 through 15 of this Agreement.

Witness:

                                                                          
/s/ Francis X. Frantz                         /s/ Grace D. Steuri
    Francis X. Frantz                             Grace D. Steuri

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