AMENDMENT NO. 7
                                       TO
                     ALLTEL CORPORATION PROFIT-SHARING PLAN
                          (January 1, 1994 Restatement)


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

           WHEREAS, the Company desires further to amend the Plan;

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

           1.  Effective as of January 19, 1997, Section 9.04 of the Plan is
amended by adding a new subsection (i) at the end thereof to provide as
follows:

    (i)    In determining Years of Eligibility Service for an Employee who was
           an employee of OnBank & Trust Company ("OnBank") immediately prior
           to January 19, 1997, and became an Employee on January 19, 1997, the
           Employee's period or periods of employment with OnBank prior to
           January 19, 1997 that would have been taken into account under the
           Plan if such period or periods of employment were service with a
           member of the Controlled Group, shall be counted as Years of
           Eligibility Service.  Notwithstanding any other provision of the
           Plan, there shall be no duplication of Years of Eligibility Service
           under the Plan by reason of service (or hours of service) in respect
           of any single period or otherwise.

           2.  Effective as of April 1, 1997, Section 9.04 of the Plan is
amended by adding a new subsection (j) at the end thereof to provide as
follows:

    (j)    In determining Years of Eligibility Service for an Employee who was
           an employee of City National Bank ("City National") immediately
           prior to April 1, 1997, and became an Employee on April 1, 1997, the
           Employee's period or periods of employment with City National prior
           to April 1, 1997 that would have been taken into account under the
           Plan if such period or periods of employment were service with a
           member of the Controlled Group, shall be counted as Years of
           Eligibility Service.  Notwithstanding any other provision of the
           Plan, there shall be no duplication of Years of Eligibility Service
           under the Plan by reason of service (or hours of service) in respect
           of any single period or otherwise.

           3.  Effective as of September 16, 1997, Section 9.04 of the Plan is
amended by adding a new subsection (k) at the end thereof to provide as
follows:


                                       84
<PAGE>

    (k)    In determining Years of Eligibility Service for an Employee who was
           an employee of City National Bank ("City National") immediately
           prior to September 16, 1997, and became an Employee on
           September 16, 1997, the Employee's period or periods of employment
           with City National prior to September 16, 1997 that would have been
           taken into account under the Plan if such period or periods of
           employment were service with a member of the Controlled Group, shall
           be counted as Years of Eligibility Service.  Notwithstanding any
           other provision of the Plan, there shall be no duplication of Years
           of Eligibility Service under the Plan by reason of service (or hours
           of service) in respect of any single period or otherwise.

           4.  Effective as of October 1, 1997, Section 9.04 of the Plan is
amended by adding a new subsection (l) at the end thereof to provide as
follows:

    (l)    In  determining Years of Eligibility Service for an Employee who was
           an employee of Eclipsys Corporation or Eclipsys Solutions
           Corporation (collectively, "Eclipsys") immediately prior to
           October 1, 1997, and became an Employee on October 1, 1997, pursuant
           to the assignment entered into by and between Eclipsys Solutions
           Corporation, Eclipsys Corporation, and ALLTEL Information Services,
           Inc. on September 18, 1997, the Employee's period or periods of
           employment with Eclipsys prior to October 1, 1997 that would have
           been taken into account under the Plan if such period or periods of
           employment were service with a member of the Controlled Group, shall
           be counted as Years of Eligibility Service.  Notwithstanding any
           other provision of the Plan, there shall be no duplication of Years
           of Eligibility Service under the Plan by reason of service (or hours
           of service) in respect of any single period or otherwise.

           5.  Effective as of January 19, 1997, Section 9.05 of the Plan is
amended by adding a new subsection (j) at the end thereof to provide as
follows:

    (j)    In determining Years of Vesting Service for an Employee who was an
           employee of OnBank & Trust Company ("OnBank") immediately prior to
           January 19, 1997, and became an Employee on January 19, 1997, the
           Employee's period or periods of employment with OnBank prior to
           January 19, 1997, that would have been taken into account under the
           Plan if such period or periods of employment were service with a
           member of the Controlled Group, shall be counted as Years of Vesting
           Service.  Notwithstanding any other provision of the Plan, there
           shall be no duplication of Years of Vesting Service under the Plan
           by reason of service (or hours of service) in respect of any single
           period or otherwise.

                                        2
                                       85
<PAGE>

           6.  Effective as of April 1, 1997, Section 9.05 of the Plan is
amended by adding a new subsection (k) at the end thereof to provide as
follows:

    (k)    In determining Years of Vesting Service for an Employee who was an
           employee of City National Bank ("City National") immediately prior
           to April 1, 1997, and became an Employee on April 1, 1997, the
           Employee's period or periods of employment with City National prior
           to April 1, 1997, that would have been taken into account under the
           Plan if such period or periods of employment were service with a
           member of the Controlled Group, shall be counted as Years of Vesting
           Service.  Notwithstanding any other provision of the Plan, there
           shall be no duplication of Years of Vesting Service under the Plan
           by reason of service (or hours of service) in respect of any single
           period or otherwise.

           7.  Effective as of September 16, 1997, Section 9.05 of the Plan is
amended by adding a new subsection (l) at the end thereof to provide as
follows:

    (l)    In determining Years of Vesting Service for an Employee who was an
           employee of City National Bank ("City National") immediately prior
           to September 16, 1997, and became an Employee on September 16, 1997,
           the Employee's period or periods of employment with City National
           prior to September 16, 1997, that would have been taken into account
           under the Plan if such period or periods of employment were service
           with a member of the Controlled Group, shall be counted as Years of
           Vesting Service.  Notwithstanding any other provision of the Plan,
           there shall be no duplication of Years of Vesting Service under the
           Plan by reason of service (or hours of service) in respect of any
           single period or otherwise.

           8.  Effective as of October 1, 1997, Section 9.05 of the Plan is
amended by adding a new subsection (m) at the end thereof to provide as
follows:

    (m)    In determining Years of Vesting Service for an Employee who was an
           employee of Eclipsys Corporation or Eclipsys Solutions Corporation
           (collectively, "Eclipsys") immediately prior to October 1, 1997, and
           became an Employee on October 1, 1997, pursuant to the assignment
           entered into by and between Eclipsys Solutions Corporation, Eclipsys
           Corporation, and ALLTEL Information Services, Inc. on
           September 18, 1997, the Employee's period or periods of employment
           with Eclipsys prior to October 1, 1997, that would have been taken
           into account under the Plan if such period or periods of employment
           were service with a member of the Controlled Group, shall be
           counted as Years of Vesting Service.  Notwithstanding any other
           provision of the Plan, there shall be no duplication of Years of

                                        3
                                       86
<PAGE>

           Vesting Service under the Plan by reason of service (or hours of
           service) in respect of any single period or otherwise.

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


                             ALLTEL CORPORATION


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

                                         4
                                       87