Exhibit 10(k)(3)

                                AMENDMENT NO. 4
                                       TO
                        ALLTEL CORPORATION PENSION PLAN
                         (January 1, 1994 Restatement)


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

          WHEREAS, the Company desires further to amend the Plan;

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

          1. Effective as of the Effective Date, as Effective Date is defined 
in the Employee Transfer Agreement between Citizens Utilities Company of 
Pennsylvania, a Pennsylvania corporation, and Tuolumne Telephone Company, 
dated as of November 28, 1994, (the "Transfer Agreement"), but contingent upon
consummation (as determined by the Company and communicated in writing to the 
Committee) of the transactions contemplated by the Employee Transfer Agreement,
the Plan is amended by adding immediately following Section 13.21 thereof, a 
new Section 13.22 to provide as follows:

13.22     Employees of Citizens Utilities Company of Pennsylvania

          (a)  Effective Date - The Effective Date, as defined in Appendix W.

          (b)  Account - None.

          (c)  Minimum Normal Retirement Pension - None.
             
          (d)  Minimum Early Retirement Pension - None.

          (e)  Minimum Disability Retirement Pension - None.

          (f)  Minimum Deferred Vested Pension - None.

          (g)  Minimum Death Benefit - None.

          (h)  Prior Plan Offset - None.

          (i)  Provision Relative to Section 401(a)(12) of the Code - 
               Notwithstanding any other provision of this Plan, in the event
               of the termination of the Plan, each participant of the Plan 
               who has a benefit under the Plan attributable to the Former 
               Plan shall receive a benefit 

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               which is equal to or greater than the benefit he would have 
               been entitled to receive if the Former Plan had terminated
               immediately prior to the Effective Date.

          (j)  Miscellaneous - See APPENDIX W - SPECIAL PROVISIONS APPLICABLE 
               TO CERTAIN FORMER EMPLOYEES OF CITIZENS UTILITIES COMPANY OF 
               PENNSYLVANIA, which appendix follows immediately hereafter.

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                                   APPENDIX W
           SPECIAL PROVISIONS APPLICABLE TO CERTAIN FORMER EMPLOYEES
                                       OF
                   CITIZENS UTILITIES COMPANY OF PENNSYLVANIA


Pursuant to an Employee Transfer Agreement between Citizens Utilities 
Company of Pennsylvania, a Pennsylvania corporation, and Tuolumne 
Telephone Company, dated November 28, 1994, (the "Transfer Agreement"), 
certain employees of Citizens Utilities Company of Pennsylvania who are 
not covered by a collective bargaining agreement and whose employment 
transferred to Tuolumne Telephone Company became Employees (the 
"Transfer Employees").  Effective as of the "Effective Date," as 
Effective Date is defined in the Employee Transfer Agreement, assets and 
liabilities with respect to the Transfer Employees shall be transferred 
to the Plan from the Former Plan.  Thereafter, the provisions of the 
Plan shall govern the interests of participants, former participants, 
contingent annuitants or any other person or entity claiming any right 
or interest under the Former Plan with respect to the Transfer Employees.

Notwithstanding any other provision of the Plan, the Plan is modified as 
set forth below with respect to the Transfer Employees.

A.   Section 1.01 is modified as follows:

     1.01W     "Accrued Pension" for a Participant means (except as otherwise
               provided herein) an amount equal to the sum of (1) and (2) 
               below:

               (1)  an amount equal to the Participant's Accrued Pension under
                    Section 1.01 without regard to this subsection 1.01W.

                                      plus

               (2)  An amount equal to the Participant's monthly accrued 
                    benefit that has accrued at the close of business on the 
                    Effective Date under the Former Plan (the "Citizens 
                    Benefit"), if any.

B.   Section 1.03 is modified as follows:

     1.03W     "Actuarial Equivalent" with respect to any determination of 
               actuarial equivalence required by the provisions of the Plan 
               involving the Citizens Benefit shall be made using the 
               following actuarial assumptions:

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               (a)  Lump Sum Distributions

                    (1)  Mortality: UP-1984 Mortality Table with a 3 year
                         setback for contingent annuitants.

                    (2)  Interest: The PBGC Interest Rate.

                    (3)  Minimum Actuarial Equivalent Present Value - The
                         minimum Actuarial Equivalent present value for an 
                         employee with 20 or more years of Vesting
                         Service who was a participant in the Former Plan on 
                         December 31, 1983, shall be based on:

                         (A)  Mortality: 1971 GAM Table for Males.

                         (B)  Interest: 6%.

               (b)  Annuity Conversion Factors

                    (1)  Mortality: 83 GAM Table for Males with a 3 year
                         setback for contingent annuitants.

                    (2)  Interest: 8%.

C.   Section 1.24 is modified as follows:

     1.24W     "Normal Retirement Age" means age 65.

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

     1.37(d)W  Benefit Service

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

                    (i)  Benefit Service Prior to the Effective Date: None.

                    (ii) Benefit Service for the Calendar Year in Which the
                         Effective Date Occurs: For the calendar year in which 
                         the Effective Date occurs, the Participant shall 
                         accrue one-twelfth (1/12th) year of Benefit Service 
                         with respect to benefits under the Plan other
                         than a Participant's Citizens Benefit for each one 
                         hundred sixty-six and two-thirds (166 2/3) Hours of 

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                         Service completed (during such calendar year).

                   (iii) Benefit Service for Calendar Years Beginning After
                         the Effective Date: For calendar years beginning after
                         the Effective Date, Benefit Service with respect to 
                         benefits under the Plan other than a Participant's
                         Citizens Benefit shall be determined in accordance
                         with Section 1.37(d), except that the last sentence of
                         Section 1.37(d)(l)(ii) shall not result in any 
                         duplication of Benefit Service for the Calendar
                         Year in which the Effective Date occurs.

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

     1.37(f)W  Eligibility Year of Service

               Subject to the Break in Service provisions, an Employee, whether
               or not a Participant, shall accrue Eligibility Years of Service
               under the Plan in accordance with Section 1.37(f), but taking 
               into account his period(s) of employment taken into account
               under the Former Plan as if such period(s) of employment had 
               been with the Controlled Group. Notwithstanding any other 
               provision of Section 1.37(f) or this Section 1.37(f)W, an 
               Employee shall not be credited with less Eligibility Years of
               Service for service taken into account as eligibility service 
               under the Former Plan than under the method for determining
               eligibility service under the Former Plan.

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

     1.37(g)W  Vesting Service

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

                    (i)  Service Prior to the Effective Date: For a Participant
                         as of the Effective Date, the Participant's period(s)
                         of employment taken into account under the Former 
                         Plan as of the Effective Date, shall be counted
                         as Vesting Service to the extent of the number of 
                         whole 1-year periods of service that were
                         similarly credited under the provisions of the Former
                         Plan as of the Effective Date.

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                    (ii) Service From and After the Effective Date: Subject to
                         the Break in Service provisions, an Employee, whether
                         or not a Participant, shall accrue one year of 
                         Vesting Service for each calendar year in which he has
                         1,000 or more Hours of Service.  For all purposes 
                         except for determining eligibility for Early
                         Retirement Pension under Section 10.02 or Disability
                         Retirement Pension under Section 10.03, in determining
                         such Vesting Service for the computation period which
                         includes the Effective Date, the Participant shall 
                         receive credit for a number of Hours of Service
                         with respect to any fractional part of a year of 
                         service credited to the Participant as of the 
                         Effective Date under the provisions of the Former 
                         Plan, determined by crediting the Participant with 
                         190 Hours of Service for each 1/12th of a fractional 
                         year of service. Only for purposes of determining
                         eligibility for Early Retirement Pension under 
                         Section 10.02 and Disability Retirement Pension
                         under Section 10.03, in determining such Vesting
                         Service for the computation period in which the 
                         Participant has a Termination of Employment,
                         the Participant shall receive credit for a number of 
                         Hours of Service with respect to any fractional part 
                         of a year of service credited to the Participant as 
                         of the Effective Date under the provisions of the
                         Former Plan, determined by crediting the Participant 
                         with 190 Hours of Service for each 1/12th of a 
                         fractional year of service.

                   (iii) Notwithstanding the provisions of part (ii), a
                         Participant shall not be credited with less years of 
                         Vesting Service for service from and after the 
                         Effective Date than under the method for determining
                         vesting service under the Former Plan.

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

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G.   Section 1.43 is modified to provide as follows:

     1.43W     "Total and Permanent Disability" means the total disability by 
               bodily or mental injury or disease of an Employee as determined
               by the Plan Administrator after consultation with a qualified 
               physician selected by the Plan Administrator provided:

               (a)  the Employee has the equivalent of five Vesting Years of 
                    Service;

               (b)  The Employee has become disabled by bodily injury, disease,
                    mental derangement or other cause of incapacity so
                    as to be prevented thereby from performing any substantial
                    gainful activity and which can be expected to result in 
                    death or have lasted or can be expected to last for a
                    continuous period of not less than twelve months;

               (c)  such disability shall have existed for a period of six 
                    consecutive calendar months; and

               (d)  such disability did not arise out of criminal activities 
                    on the part of the Participant, or did not arise out of the
                    illegal use of drugs, or did not arise from an 
                    intentionally self-inflicted injury, or did not arise from
                    service in any branch of the Armed Forces, of any nation or
                    from service in any police or other armed branch
                    or department of any nation, state, or political 
                    subdivision thereof.

H.   Section 1.48 is added as follows:

     1.48W     "Former Plan" means the Citizens Pension Plan, as in effect on 
               the Effective Date.

I.   Section 1.53 is added to provide as follows:

     1.53W     "Annuity Starting Date" means, with respect to a Citizens 
               Benefit, the earliest of:

               (a)  the last day of the month coincident with or following the
                    day of the Participant's Retirement on or after his
                    Normal Retirement Date,

               (b)  the last day of the month coincident with or following the
                    Participant's Termination of Employment if Section 11.06
                    applies,

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               (c)  the last day of the month coincident with or following the
                    Participant's Normal Retirement Date if the Participant has
                    a Termination of Employment prior to that time except that
                    the Annuity Starting Date of a Participant who elects
                    under Section 10.02W or 10.04W to commence to receive a 
                    distribution prior to his Normal Retirement Date shall be 
                    the date elected under Section 10.02W or 10.04W,

               (d)  in the case of a Participant who remains employed after his
                    Normal Retirement Date, the last day of any month
                    following his Normal Retirement Date if he elects to have
                    distribution commence before his Retirement after his 
                    Normal Retirement Date, and

               (e)  in the case of a Participant whose benefits must commence
                    pursuant to subsection (b) of Section 11.10, the
                    April 1 following the calendar year in which the 
                    Participant attains age 70 1/2.

J.   Section 10.01 is modified as follows:

     10.01W    Normal Retirement Pension

               (a)  A Participant whose Retirement occurs on or after his 
                    Normal Retirement Date shall be eligible for a Normal
                    Retirement Pension in an amount equal to his Accrued 
                    Pension, as determined under Section 1.01, at Retirement.

               (b)  A Participant who remains in employment after his Normal 
                    Retirement Date (other than a Rehired Employee, as defined
                    in Section 11.09W) may elect to commence benefits with 
                    respect to his Citizens Benefit in accordance with 
                    subsection (b) of Section 11.01W or Section 11.05W,
                    subject to Section 11.04. If a Participant makes such an 
                    election, he shall be entitled to elect another form of
                    distribution upon his Retirement, subject to Section 11.04.

K.   Section 10.02(c) is modified as follows:

     10.02(c)W Early Retirement Pension

               A Participant with 5 or more Vesting Years of Service whose 
               Retirement occurs on or after the date he reaches age 55 but 
               prior to his attainment of age 65 shall be eligible for an 

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               Early Retirement Pension with respect to his Citizens Benefit.
               The monthly Pension of a Participant eligible for an Early 
               Retirement Pension with respect to his Citizens Benefit as 
               provided under this subsection (c) shall be, at the option of 
               the Participant, either (1) or (2) as set forth below:

               (1)  A deferred pension commencing as of the Participant's
                    Normal Retirement Date in an amount equal to his Accrued 
                    Pension attributable to his Citizens Benefit at the
                    time of Early Retirement.

               (2)  An immediate pension determined as provided in (1) above,
                    commencing as of the last day of the month in which such
                    Participant retired early or any later month elected by the
                    Participant and subsequent to his having made written
                    application therefor, but reduced by five-twelfths of one
                    percent for each full month, if any, by which distribution
                    of his Early Retirement Benefit precedes his attainment of
                    Normal Retirement Date.

               If a Participant elects commencement of his Citizens Benefit 
               under this subsection (c), the Participant's Accrued Pension 
               shall be calculated without regard to such Citizens Benefit.

L.   Section 10.03 is modified as follows:

     10.03W    Disability Retirement Pension

               (a)  A Participant who has 5 or more Vesting Years of Service 
                    who has a Termination of Employment due to his Total
                    and Permanent Disability prior to the attainment of age 65
                    shall be entitled to a Disability Retirement Pension with
                    respect to his Citizens Benefit until the earlier
                    of (1) the earlier of (i) the death of such retired 
                    Participant or (ii) the retired Participant's recovery from
                    his Total and Permanent Disability, or (2) the retired
                    Participant begins to receive an Early Retirement Pension
                    or Normal Retirement Pension. The monthly Pension of a
                    Participant eligible for a Disability Retirement Pension
                    with respect to his Citizens Benefit shall be equal to the
                    greater of (i) his "Accrued Normal Retirement Benefit" with
                    respect to his Citizens Benefit, as defined below, or (ii)
                    70 percent of his "Projected Normal Retirement Benefit" 
                    with respect to his Citizens Benefit, as defined below.

               (b)  A Participant's "Accrued Normal Retirement Benefit" with 
                    respect to his Citizens Benefit means an amount determined
                    by multiplying his Projected Normal

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                    Retirement Benefit by a fraction the numerator of which is 
                    the benefit service with which he was credited under the 
                    Former Plan without regard to the 35-year limitation on 
                    such service and the denominator of which is the projected
                    benefit service with which he would have been credited 
                    under the Former Plan if he had had a Severance from 
                    Service Date, as defined in the Former Plan as in effect on
                    the Effective Date, on his Normal Retirement Date.

               (c)  A Participant's "Projected Normal Retirement Benefit" with
                    respect to his Citizens Benefit means an amount determined
                    under the benefit formula under the Former Plan as in 
                    effect on the Effective Date, using the Participant's 
                    "Average Compensation" and "Average Covered Compensation," 
                    both as defined under the Former Plan as in effect on the 
                    Effective Date, determined under the Former Plan as
                    of the Effective Date, but projecting the benefit service 
                    with which he would have been credited under the Former 
                    Plan if he had had a Severance from Service Date, as
                    defined in the Former Plan as in effect on the Effective 
                    Date, on his Normal Retirement Date, but not in excess of 
                    35 years.

               (d)  Notwithstanding the foregoing, a Participant's Disability 
                    Retirement Pension shall not exceed an amount equal to the
                    "qualified disability benefit," as defined in Section 3(22)
                    of the Act.

               (e)  Payment of the Participant's Disability Retirement Pension
                    with respect to his Citizens Benefit shall commence upon
                    the last day of the month after the Plan Administrator
                    determines that the Participant has incurred a Permanent
                    Disability, but not earlier than the last day of the month
                    in which the Participant attains age 55.

M.   Section 10.04 is modified as follows:

     10.04W    Deferred Vested Pension Upon Termination of Employment

               (d)  Except as provided in this Section 10.04(d)W, the Vesting
                    Years of Service of a Participant who is reemployed
                    after a Break in Service shall be determined under 
                    subsection (d) of Section 10.04. If a former Employee or 
                    former Participant who had a Break in Service and who did 

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                    not have a vested right to an Accrued Pension is reemployed
                    after the Effective Date, he shall be credited, for
                    purposes of vesting with respect to his Citizens Benefit,
                    with his pre-Break Vesting Years of Service only if his
                    consecutive one-year Breaks in Service are less than the 
                    greater of 5 years or the aggregate number of his pre-Break
                    Vesting Years of Service and he is credited with a Vesting 
                    Year of Service after his Break in Service.

               (g)  (i)  A former Participant who has at least 5 years of
                         Vesting Service but who is not eligible for a Normal 
                         Retirement Pension, an Early Retirement Pension, or a 
                         Disability Pension shall be entitled to a Deferred
                         Vested Pension with respect to his Citizens Benefit. 
                         The monthly Pension of a former Participant eligible 
                         for a Deferred Vested Pension with respect to his 
                         Citizens Benefit shall be equal to his Accrued
                         Pension attributable to his Citizens Benefit. The 
                         Deferred Vested Pension of a former Participant shall
                         commence as of his Normal Retirement Date, except that
                         a former Participant who has attained age 55 may elect
                         to commence as of the last day of any month following
                         his election to commence prior to his Normal
                         Retirement Date.

                    (ii) If a Participant elects commencement of his Citizens 
                         Benefit under this Section 10.04W, the Participant's
                         Accrued Pension shall be calculated without regard to 
                         his Citizens Benefit.

N.   Section 11.01(b) is modified as follows:

     11.01(b)W Normal and Early Retirement Pensions

               (i)  The normal form of benefit for a married Participant is a 
                    Qualified Joint and Survivor Annuity with the Spouse as
                    Beneficiary as provided in Section 11.04. The normal form 
                    of benefit for all other Participants shall be a single 
                    life annuity. An optional form of benefit payment may be 
                    elected pursuant to Section 11.05W.

               (ii) In the case of a married Participant who participated in 
                    the Citizens Utilities Company Plan on December 31, 1975, a
                    Qualified Joint and Survivor Annuity shall have the meaning

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                    set forth in Section 1.33, except that if the Participant's
                    death should occur before a total of 120 monthly payments 
                    have been made, then (i) the amount of the survivor
                    pension shall be 100% of the reduced pension payable to the
                    Participant, until a total of 120 monthly payments have 
                    been made, and shall thereafter be 50% of the reduced 
                    pension, and (ii) the survivor annuity shall be payable 
                    until a total of 120 monthly payments have been made 
                    without regard to whether or not the Spouse is living. Any
                    such survivor annuity payable after the death of the 
                    Spouse shall be payable to the Beneficiary. In the case of
                    any Participant who participated in the Citizens Utilities
                    Company on December 31, 1975 who is not married, the normal
                    form of benefit is an annuity payable for the life
                    of the Participant, or, if longer, until 120 monthly 
                    payments have been made.

O.   Section 11.05(g) is modified as follows:
 
     11.05(g)W Optional Forms of Pension

               A Participant may elect to receive his Citizens Benefit in one 
               of the following forms of payment, which shall be the
               Actuarial Equivalent of a life annuity payable for the life of 
               the Participant. The provisions of subsection (c) of 
               Section 11.04 shall not apply with respect to a Participant's
               Citizens Benefit.

               A Participant may waive the normal form of payment applicable to
               him and elect one of the following optional forms of payment
               with respect only to his Citizens Benefit.

               (1)  Life Annuity - an annuity for the life of the Participant.

               (2)  Life Annuity with a five year certain feature - a reduced 
                    annuity for the life of the Participant, but if the
                    Participant dies within five years of his Annuity Starting 
                    Date, the annuity is payable to the Participant's
                    Beneficiary for the remainder of the five-year period;

               (3)  Life Annuity with a ten year certain feature - a reduced 
                    annuity for the life of the Participant, but if the
                    Participant dies within ten years of his Annuity Starting
                    Date, the annuity is payable to the Participant's
                    Beneficiary for the remainder of the ten-year period;

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               (4)  Joint and 100% Survivor Annuity - a reduced annuity for the
                    life of the Participant with a survivor annuity for the
                    life of the Participant's Beneficiary, where the survivor
                    annuity is 100% of the amount payable during the joint 
                    lives of the Participant and the Participant's Beneficiary;

               (5)  Joint and 66 2/3% Survivor Annuity - a reduced annuity for
                    the life of the Participant with a survivor annuity for
                    the life of the Participant's Beneficiary, where the 
                    survivor annuity is 66 2/3% of the amount payable during 
                    the joint lives of the Participant and the Participant's
                    Beneficiary;

               (6)  Joint and 50% Survivor Annuity - a reduced annuity for the
                    life of the Participant with a survivor annuity for the
                    life of the Participant's Beneficiary, where the survivor 
                    annuity is 50% of the amount payable during the joint lives
                    of the Participant and the Participant's Beneficiary;

               (7)  Joint and 33 1/3% Survivor Annuity - a reduced annuity for
                    the life of the Participant with a survivor annuity for
                    the life of the Participant's Beneficiary, where the 
                    survivor annuity is 33 1/3% of the amount payable during 
                    the joint lives of the Participant and the Participant's
                    Beneficiary;
     
               (8)  Lump Sum distribution of the full amount payable - the 
                    Actuarial Equivalent present value of the Participant's 
                    vested interest payable at his or her Annuity Starting 
                    Date.

               Notwithstanding the foregoing, a Participant whose Citizens 
               Benefit commences as of the same time as his Accrued Pension 
               (other than his Citizens Benefit) may elect to receive his 
               entire benefit in any form permitted and under the conditions 
               and actuarial equivalence provisions of the Plan (other than 
               this Appendix W).

P.   Section 11.09 is modified as follows:

     11.09W    Suspension of Benefits Upon Reemployment.

               (a)  Section 11.09 shall apply with respect to a Participant's
                    retirement benefits other than retirement benefits
                    attributable to his Citizens Benefit.

               (b)  Section 11.09 shall apply with respect to a Participant's
                    retirement benefits attributable to his Citizens
                    Benefit if he becomes a "Rehired Employee," as hereinafter

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                    defined, after his Annuity Starting Date. A "Rehired
                    Employee" means an Employee who is rehired by a member of
                    the Controlled Group after he has had a Retirement on or 
                    after his Normal Retirement Date or a Termination of
                    Employment, other than as a result of his Total and 
                    Permanent Disability. When payment resumes following the 
                    Rehired Participant's subsequent Retirement or Termination
                    of Employment, payment shall be in the same form as before
                    the suspension. In no event shall the Participant's
                    retirement benefits attributable to his Citizens Benefit
                    under this Section 11.09W be less than the Participant's
                    retirement benefits attributable to his Citizens
                    Benefit before he resumed employment with a member of the
                    Controlled Group.

Q.   Section 11.11 is modified as follows:

     11.11W    Suspension of Benefits Upon Reemployment

               (a)  Section 11.11 shall apply with respect to a Participant's
                    retirement benefits other than retirement benefits
                    attributable to his Citizens Benefit.

               (b)  Section 11.11 shall apply with respect to a Participant's
                    retirement benefits attributable to his Citizens Benefits
                    if he becomes a "Rehired Employee," as defined in 
                    Section 11.09W, after his Annuity Starting Date.

R.   Section 11.12 is modified as follows:

     11.12W    Benefit Accruals While Receiving Benefit Payments

               (a)  Notwithstanding any other provision of the Plan to the 
                    contrary except subsection (b) of this Section 11.12W, in
                    the case of a Participant whose monthly Pension commences 
                    in accordance with subsection (b) of Section 11.10 by 
                    reason of his having attained age 70-1/2, any increase in
                    the monthly amount of his Normal Retirement Benefit 
                    determined as provided in Section 10.01 with respect to 
                    any Plan Year which would otherwise occur shall be reduced
                    (but not below zero) by the Actuarial Equivalent of total 
                    Plan benefit payments made to such Participant during
                    such Plan Year.

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               (b)  Subsection (a) of this Section 11.12W shall not apply with 
                    respect to retirement benefits attributable to the
                    Citizens Benefit of a Participant who elects commencement
                    of his retirement benefits attributable to his Citizens
                    Benefit in accordance with subsection (b) of Section 
                    10.01W.

S.   Section 12.01 is modified as follows:

     12.01W    Death Prior to Pension Commencement

               For purposes of Section 12.01 with respect to a Participant's 
               Accrued Pension other than his Citizens Benefit, the "Earliest
               Retirement Date" of a Participant who dies is the later of the 
               month following the month in which the Participant dies or the
               month in which the Participant would have first become eligible 
               for commencement of a Pension under the Plan if he had survived.
               For purposes of Section 12.01 with respect to a Participant's 
               Accrued Pension attributable to his Citizens Benefit, the
               "Earliest Retirement Date" of a Participant who dies is the 
               later of the last day of the month coincident with or following
               the Participant's death or the last day of the month on which 
               the Participant would have first become eligible for 
               commencement of a Pension under the Plan if he had survived.

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                    2.   Effective as of May 30, 1995, Section 13 of the Plan 
                         is amended by adding the following Section 13.23
                         thereto:

13.23     Employees of Vertex Business Systems, Inc.

          (a) Effective Date - May 30, 1995.

          (b) Account - None.

          (c) Minimum Normal Retirement Pension - None.

          (d) Minimum Early Retirement Pension - None.

          (e) Minimum Disability Retirement Pension - None.

          (f) Minimum Deferred Vested Pension - None.

          (g) Minimum Death Benefit - None.

          (h) Prior Plan Offset - Not Applicable.

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

          (j) Miscellaneous - See APPENDIX X - SPECIAL PROVISIONS APPLICABLE 
              TO CERTAIN EMPLOYEES OF VERTEX BUSINESS SYSTEMS, INC., which 
              follows immediately hereafter.

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                                   APPENDIX X
               SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
                                       OF
                         VERTEX BUSINESS SYSTEMS, INC.


Effective as of May 30, 1995, certain employees of Vertex Business 
Systems, Inc. ("Vertex") became employees of the Controlled Group.

Notwithstanding any other provision of the Plan, the Plan is modified as 
set forth below with respect to active employees of Vertex who became 
employees of the Controlled Group on May 30, 1995.

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

     1.07X     "Basic Compensation" shall include only amounts earned (as an 
               Employee of an Employer) after May 30, 1995.

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

     1.14X     "Compensation" shall include only amounts earned (as an Employee
               of an Employer) after May 30, 1995.

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

     1.37(g)X  Vesting Service

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

                    (i)  Service Prior to May 31, 1995: An Employee's
                         period(s) of employment with Vertex after
                         May 30, 1990, and prior to May 31, 1995, shall be
                         counted as Vesting Service to the extent that such 
                         periods would have counted under the Plan if
                         such employment had been with the Company.

                    (ii) Service From and After May 31, 1995: In accordance 
                         with the provisions of Section 1.37(g).

                                       17

                                       97
<PAGE>

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

     1.37(d)X  Benefit Service

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

                    (i)  Benefit Service Prior to May 31, 1995: None.

                    (ii) Benefit Service From and After May 31, 1995: In
                         accordance with the provisions of Section 1.37(d).

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

     1.37(f)X  Eligibility Year of Service

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

                    (i)  Service Prior to May 31, 1995: An Employee's period(s)
                         of employment with Vertex after May 30, 1990, and
                         prior to May 31, 1995, shall be counted as Eligibility
                         Years of Service to the extent that such periods 
                         would have counted under the Plan if such employment
                         had been with the Company.

                    (ii) Service From and After May 31, 1995: In accordance 
                         with the provisions of Section 1.37(f).

                                       18

                                       98
<PAGE>

                         3.   Effective as of August 31, 1995, Section 13 of 
                              the Plan is amended by adding the following 
                              Section 13.24 thereto:

13.24     Employees of BellSouth Mobility Inc.

          (a) Effective Date - August 31, 1995.

          (b) Account - None.

          (c) Minimum Normal Retirement Pension - None.

          (d) Minimum Early Retirement Pension - None.

          (e) Minimum Disability Retirement Pension - None.

          (f) Minimum Deferred Vested Pension - None.

          (g) Minimum Death Benefit - None.

          (h) Prior Plan Offset - Not Applicable.

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

          (j) Miscellaneous - See APPENDIX Y - SPECIAL PROVISIONS APPLICABLE TO
              CERTAIN EMPLOYEES OF BELLSOUTH MOBILITY INC., which follows 
              immediately hereafter.

                                       19

                                       99
<PAGE>

                                   APPENDIX Y
               SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
                                       OF
                            BELLSOUTH MOBILITY INC.


Effective as of August 31, 1995, certain employees of BellSouth Mobility
Inc. ("BellSouth") became employees of the Controlled Group.

Notwithstanding any other provision of the Plan, the Plan is modified as
set forth below with respect to active employees of BellSouth who became
employees of the Controlled Group on August 31, 1995.

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

     1.07Y     "Basic Compensation" shall include only amounts earned after 
               August 31, 1995.

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

     1.14Y     "Compensation" shall include only amounts earned after 
               August 31, 1995.

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

     1.37(g)Y  Vesting Service

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

                    (i)  Service Prior to September 1, 1995: An Employee's
                         period(s) of employment with BellSouth prior to 
                         September 1, 1995, shall be counted as Vesting
                         Service to the extent that such periods would have 
                         counted under the Plan if such employment had
                         been with the Company.

                    (ii) Service From and After September 1, 1995: In 
                         accordance with the provisions of Section 1.37(g).

                                       20

                                      100
<PAGE>

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

     1.37(d)Y  Benefit Service

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

                    (i)  Benefit Service Prior to September 1, 1995: None.

                    (ii) Benefit Service From and After September 1, 1995: In
                         accordance with the provisions of Section 1.37(d).

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

     1.37(f)Y  Eligibility Year of Service

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

                    (i)  Service Prior to September 1, 1995: An Employee's
                         period(s) of employment with BellSouth prior to 
                         September 1, 1995, shall be counted as Eligibility 
                         Years of Service to the extent that such periods
                         would have counted under the Plan if such employment 
                         had been with the Company.

                    (ii) Service From and After September 1, 1995: In 
                         accordance with the provisions of Section 1.37(f).

                                       21

                                      101
<PAGE>

          4.   Effective as if set forth in the January 1, 1994 Restatement 
               when originally executed, subsection (h) of Section 1.37 is 
               amended by deleting the reference to "Section 11.04" therefrom 
               and substituting a reference to "Section 10.04" therefor.

          5.   Effective as if set forth in the January 1, 1994 Restatement 
               when originally executed, subsection (b) of Section 10.04 is 
               amended by deleting the word "Date" therefrom and substituting 
               the word "Age" therefor.

          6.   Effective as if set forth in the January 1, 1994 Restatement 
               when originally executed, Section 13.08 is amended by deleting 
               the date "December 31, 1996" therefrom and substituting the 
               date "December 31, 1986" therefor.

          7.   Effective as if set forth in the January 1, 1994 Restatement 
               when originally executed, Section 13.21 is amended by deleting 
               the words "SLT COMMUNICATIONS, INC. AND ITS SUBSIDIARIES" 
               therefrom and substituting the words "TDS HEALTHCARE SYSTEMS 
               CORPORATION AND/OR ITS SUBSIDIARIES" therefor.

          8.   Effective as of the date of execution hereof, the first sentence
               of Section 3.04 is amended to provide as follows:

     If any person to whom a benefit under the Plan is payable is unable to 
     care for his affairs because of illness or accident or legal incompetence,
     any payment due may be paid, in the discretion of the Plan Administrator,
     to the Spouse, child, brother or sister of such person, or to any other 
     persons deemed by the Plan Administrator to be maintaining or responsible
     for the maintenance of such person (unless prior claim therefor shall have
     been made by a duly qualified guardian or other legal representative).

          IN WITNESS WHEREOF, the Company, by its duly authorized officer, 
has caused this Amendment to be executed on this 27th day of October, 1995.


                                        ALLTEL CORPORATION


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

                                      102
<PAGE>

                                AMENDMENT NO. 5
                                       TO
                        ALLTEL CORPORATION PENSION PLAN
                         (January 1, 1994 Restatement)


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

          WHEREAS, the Company desires further to amend the Plan;

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

          Effective as of the close of business on December 31, 1995, 
Section 13.17 of the Plan is amended to provide as follows:

13.17     Employees of Sugar Land Telephone Company, Perco Telephone Company, 
          SLT Cable TV, Inc., and Metropolitan Houston Paging Services, Inc.

          (a)  Effective Date - January 1, 1993, except as otherwise specified
               in Appendix Q.

          (b)  Account - None.

          (c)  Minimum Normal Retirement Pension - None.

          (d)  Minimum Early Retirement Pension - None.

          (e)  Minimum Disability Retirement Pension - None.

          (f)  Minimum Deferred Vested Pension - None.

          (g)  Minimum Death Benefit - None.

          (h)  Prior Plan Offset - Not Applicable.

          (i)  Provision Relative to Section 401(a)(12) of the Code - 
               Notwithstanding any other provision of this Plan, in the event 
               of the termination of the Plan, each participant of the Plan 
               who has a benefit under the Plan attributable to the Former
               Plan shall receive a benefit which is equal to or greater than 
               the benefit he would have been entitled to receive if the 
               Former Plan had terminated immediately prior to the close of
               business on December 31, 1995.

                                      103
<PAGE>

          (j)  Miscellaneous - See APPENDIX Q - SPECIAL PROVISIONS APPLICABLE
               TO CERTAIN EMPLOYEES OF SUGAR LAND TELEPHONE COMPANY, PERCO 
               TELEPHONE COMPANY, SLT CABLE TV, INC., AND METROPOLITAN
               HOUSTON PAGING SERVICES, INC., which follows immediately
               hereafter.

                                       2

                                      104
<PAGE>

                                   APPENDIX Q
               SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES
                                       OF
             SUGAR LAND TELEPHONE COMPANY, PERCO TELEPHONE COMPANY,
                            SLT CABLE TV, INC., AND
                   METROPOLITAN HOUSTON PAGING SERVICES, INC.

Pursuant to the merger of a subsidiary of ALLTEL Corporation into SLT
Communications, Inc. with SLT Communications, Inc. as the surviving
corporation, as defined in the Plan of Merger dated June 12, 1992
between ALLTEL Corporation and SLT Communications, Inc., as amended,
(the "Corporate Merger") certain employees of Sugar Land Telephone
Company, Perco Telephone Company, and SLT Cable TV, Inc. (collectively,
"SLT") and certain former employees of Metropolitan Houston Paging
Services, Inc. ("Metropolitan") whose employment transferred to SLT
Cable TV, Inc. became Employees. Effective as of the close of business
on December 31, 1995, the SLT Communications, Inc. Retirement Plan is
continued by amendment and merger into the Plan. On and after January
1, 1996, the provisions of the Plan shall govern the interests of
participants, former participants, beneficiaries, contingent annuitants
or any other person or entity claiming any right or interest under the
Former Plan.

Notwithstanding any other provision of the Plan, the Plan is modified as
set forth below with respect to active employees of SLT on the date of
the Corporate Merger and the employees of Metropolitan whose employment
transferred to SLT Cable TV, Inc. in connection with the Corporate
Merger who became Employees. For a Former Plan participant who died,
became "totally and permanently disabled" or who had a termination of
employment prior to January 1, 1996, the provisions of the Former Plan
in effect at the date of the participant's death, the date the
participant became totally and permanently disabled, or when the
participant had a termination of employment shall govern the rights and
interests of the participant, his beneficiaries and contingent
annuitants and any other person or entity claiming any right or interest
through the participant's participation in the Former Plan, except as
otherwise required by law, or if the Former Plan participant is
reemployed in employment of the Controlled Group on or after January 1, 1996, 
in which case the Plan as modified as set forth below shall apply
to such Former Plan participant.

A.   Section 1.01 is modified as follows:

     1.01Q     "Accrued Pension" for a Participant means (except as otherwise
               provided herein) an amount equal to the sum of (1) and (2) 
               below:

               (1)  an amount equal to the Participant's Accrued Pension under
                    Section 1.01 without regard to this subsection 1.01Q.

                                      plus

                                       3

                                      105
<PAGE>

               (2)  An amount equal to the Participant's monthly accrued
                    benefit under the terms of the Former Plan as in effect
                    as of the close of business on December 31, 1995, (the 
                    "SLT Benefit"), if any. (Benefit accruals under the Former
                    Plan ceased effective as of the close of business on 
                    December 31, 1992. The amount of such monthly accrued 
                    benefit includes any applicable reduction for benefits 
                    under certain other pension plans and any applicable 
                    minimum benefit, as specified under the Former Plan.)

B.   Section 1.03 is modified as follows:

     1.03Q     "Actuarial Equivalent" with respect to any determination of 
               actuarial equivalence required by the provisions of the Plan 
               involving the SLT Benefit shall be made using the following 
               actuarial assumptions:

               (1)  In General

                    Paragraphs (2) and (3) of this Section 1.03Q shall apply 
                    to all lump sum distributions from the Plan with respect to
                    a Participant's SLT Benefit. Paragraph (4) of this 
                    Section 1.03Q shall apply for all other purposes with 
                    respect to a Participant's SLT Benefit.

               (2)  Determination of Present Value

                    (a)  Actuarial equivalence for purposes of determining
                         whether the present value of (i) a Participant's 
                         vested Accrued Pension; (ii) a qualified joint
                         and survivor annuity, within the meaning of section 
                         417(b) of the Internal Revenue Code; or (iii) a
                         qualified preretirement survivor annuity within the 
                         meaning of Section 417(c)(1) of the Internal Revenue 
                         Code, each with respect to his SLT Benefit, exceeds
                         $3,500, the present value of such benefits or annuity
                         shall be calculated by using an interest rate no 
                         greater than the PBGC Rate.

                    (b)  In no event shall the present value of any such 
                         benefit or annuity determined under this paragraph 
                         (2) be less than the greater of:

                         (i)  the present value of such benefits or annuities
                              determined using the Unisex Pension Mortality 

                                       4

                                      106
<PAGE>

                              Table (UP-1984 Table) and 6% interest; or

                         (ii) the present value of such benefits or annuities
                              determined using the PBGC Rate.

               (3)  Determination of Amount of Benefits

                    (a)  Actuarial equivalence for purposes of determining the
                         amount of a Participant's vested Accrued Pension with
                         respect to his SLT Benefit in a form of payment to 
                         which this paragraph (3) is applicable, the interest
                         rate used shall not exceed:

                         (i)  the PBGC Rate if the present value of the benefit
                              (using such rate or rates) is not in excess of 
                              $25,000; or

                         (ii) 120 percent of the PBGC Rate if the present value
                              of the benefit exceeds $25,000 (as determined
                              under clause (i)). In no event shall the present
                              value determined under this clause (ii) be less
                              than $25,000.

                    (b)  In no event shall the amount of the benefit or annuity
                         determined under this paragraph (3) be less than the 
                         greater of:

                         (i)  the amount of such benefit determined using the
                              Unisex Pension Mortality Table (UP-1984 Table) 
                              and 6% interest; or

                         (ii) the amount of such benefit determined using the
                              PBGC Rate if the value determined in paragraph 
                              (a) above is less than $25,000 or 120 percent of
                              the PBGC Rate if the value determined in 
                              paragraph (a) above is not less than $25,000.

               (4)  Other Purposes

                    Actuarial equivalence for all other purposes under the 
                    Plan with respect to a Participant's SLT Benefit other than

                                       5

                                      107
<PAGE>

                    Section 8.01 shall be determined using the Unisex Pension 
                    Mortality Table (UP-1984 Table) and 6% interest.

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

     1.07Q     "Basic Compensation" shall include only amounts earned after
               December 31, 1992.

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

     1.14Q     "Compensation" shall include only amounts earned after 
               December 31, 1992.

E.   Section 1.24 is modified as follows:

     1.24Q     "Normal Retirement Age" means age 65.

F.   Section 1.25 is modified as follows:

     1.25Q     Normal Retirement Date

               The first day of the month coincident with or next following 
               the date on which an Employee attains age 65.

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

     1.37(d)Q  Benefit Service

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

                    (i)  Benefit Service Prior to January 1, 1993: None.

                    (ii) Benefit Service From and After January 1, 1993: In
                         accordance with the provisions of Section 1.37(d).

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

     1.37(f)Q  Eligibility Year of Service

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

                                       6

                                      108
<PAGE>

                    (i)  Service Prior to January 1, 1993: An Employee's
                         period(s) of employment with SLT or Metropolitan shall
                         be counted as Eligibility Years of Service to the 
                         extent that such periods would have counted under the
                         Plan if such employment had been with the Company.

                    (ii) Service From and After January 1, 1993: In accordance
                         with the provisions of Section 1.37(f).

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

     1.37(g)Q  Vesting Service

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

                    (i)  Service Prior to January 1, 1993: An Employee's
                         period(s) of employment with SLT or Metropolitan shall
                         be counted as Vesting Service to the extent of the 
                         number of whole 1-year periods of service that were
                         similarly credited under the provisions of the 
                         Former Plan.

                    (ii) Service From and After January 1, 1993: Subject to the
                         Break in Service provisions, an Employee, whether or 
                         not a Participant, shall accrue one year of Vesting
                         Service for each calendar year in which he has
                         1,000 or more Hours of Service. For all purposes 
                         except for determining eligibility for Early
                         Retirement Pension under Section 10.02 or Disability
                         Retirement Pension under Section 10.03, in determining

                                       7

                                      109
<PAGE>

                         such Vesting Service for the computation period which
                         includes January 1, 1993, the Participant shall 
                         receive credit for a number of Hours of Service with
                         respect to any fractional part of a year of service
                         credited to the Participant as of January 1, 1993, 
                         under the provisions of the Former Plan, determined by
                         crediting the Participant with 190 Hours of Service 
                         for each 1/12th of a fractional year of service. Only
                         for purposes of determining eligibility for Early
                         Retirement Pension under Section 10.02 and Disability
                         Retirement Pension under Section 10.03, in determining
                         such Vesting Service for the computation period in 
                         which the Participant has a Termination of Employment,
                         the Participant shall receive credit, for a number of
                         Hours of Service with respect to any fractional part
                         of a year of service credited to the Participant as of
                         January 1, 1993, under the provisions of the Former 
                         Plan, determined by crediting the Participant with
                         190 Hours of Service for each 1/12th of a fractional 
                         year of service.

                   (iii) Notwithstanding the provisions of part (ii), a 
                         Participant shall not be credited with less years of 
                         Vesting Service for service from and after 
                         January 1, 1993 than under the method for determining
                         vesting service under the Former Plan.

                    (iv) Notwithstanding any other provision of the Plan,
                         there shall be no duplication of Vesting Service or 
                         Vesting Years of Service under the Plan and the
                         Former Plan by reason of any restoration of, crediting
                         of, or granting of service in respect of any single
                         period or otherwise.

J.   Section 1.43 is modified to add the following:

     1.43Q     (a)  The provisions of Section 1.43 shall apply to a 
                    Participant's Accrued Benefit other than his SLT Benefit.

               (b)  "Total and Permanent Disability" with respect to a 
                    Participant's SLT Benefit means a disability, due to 
                    sickness or injury that, in the opinion of the Plan
                    Administrator is likely to be continuous and permanent 
                    from a cause other than specified below, such that the 
                    Participant is eligible for Social Security Disability
                    Benefits.

                    A Participant will not be entitled to receive any 
                    disability retirement benefits if, in the opinion of
                    the Plan Administrator, the disability is a result of:

                    (1)  Excessive and habitual use by the Participant of 
                         drugs, intoxicants or narcotics;

                                       8

                                      110
<PAGE>

                    (2)  Injury or disease sustained by the Participant
                         while willfully and illegally participating in fights,
                         riots, civil insurrections or while committing a 
                         felony;

                    (3)  Injury or disease sustained by the Participant
                         while serving in any armed forces;

                    (4)  Injury or disease sustained by the Participant
                         diagnosed or discovered subsequent to the date of his
                         Termination of Employment;

                    (5)  Injury or disease sustained by the Participant
                         while working for anyone other than an Employer and 
                         arising out of such employment;

                    (6)  Injury or disease sustained by the Participant as a
                         result of war, whether or not such act arises from a 
                         formally declared state of war;

                    (7)  Injury or disease sustained by the Participant
                         while on Leave of Absence from the Employer; or

                    (8)  Injury or disease sustained by the Participant from
                         self-inflicted injuries.

K.   Section 1.48 is added as follows:

     1.48Q     "Former Plan" means the SLT Communications, Inc. Retirement 
               Plan, as in effect on the close of business on 
               December 31, 1995.

L.   Section 10.02(c) is added as follows:

     10.02(c)Q Early Retirement Pension

               (1)  A Participant with 5 or more Vesting Years of Service 
                    whose Retirement occurs on or after the date he reaches age
                    55 but prior to the first day of the month coinciding or 
                    next following his attainment of age 65 shall be eligible 
                    for an Early Retirement Pension with respect to his SLT
                    Benefit.

               (2)  The monthly Pension of a Participant eligible for an Early
                    Retirement Pension with respect to his SLT Benefit as 
                    provided under this subsection (c) who has at least 5 
                    Vesting Years of Service but less than 15 Vesting

                                       9

                                      111
<PAGE>

                    Years of Service shall be, at the option of the 
                    Participant, either (i) or (ii) as set forth below:

                    (i)  A deferred pension commencing as of the first day of
                         the month coinciding with or next following the 
                         Participant's attainment of age 65 in an amount
                         equal to his Accrued Pension attributable to his SLT 
                         Benefit at the time of early retirement.

                    (ii) An immediate pension determined as provided in (i)
                         above, commencing as of the first day of any month 
                         coinciding with or next following his early retirement
                         but preceding the first day of the month coinciding
                         with or next following the Participant's attainment of
                         age 65 elected by the Participant and subsequent to 
                         his having made written application therefor, but
                         reduced by one-fourth of one percent for each full 
                         month, if any, by which distribution of his Early 
                         Retirement Pension with respect to his SLT Benefit
                         precedes the first day of the month coinciding with
                         or next following his attainment of age 65.

               3.   The monthly Pension of a Participant eligible for an Early
                    retirement Pension with respect to his SLT Benefit as
                    provided under this subsection (c) who retires prior to 
                    the first day of the month coinciding with or next   
                    following his attainment of age 60 and has at least 15
                    Vesting Years of Service shall be, at the option of the
                    Participant, either (i) or (ii) as set forth below:

                    (i)  A deferred pension commencing as of the first day of
                         the month coinciding with or next following the
                         Participant's attainment of age 60 in an amount
                         equal to his Accrued Pension attributable to his SLT
                         Benefit at the time of early retirement.

                    (ii) An immediate pension determined as provided in (i)
                         above, commencing as of the first day of any month 
                         coinciding with or next following his early retirement
                         but preceding his attainment of age 60 elected by
                         the Participant and subsequent to his having made 
                         written application therefor, but reduced by 
                         one-fourth of one percent for each full month, if 
                         any, by which distribution of his Early Retirement

                                       10

                                      112
<PAGE>

                         Pension with respect to his SLT Benefit precedes the
                         first day of the month coinciding with or next 
                         following his attainment of age 60.

               (4)  The monthly Pension of a Participant eligible for an Early
                    Retirement Pension with respect to his SLT Benefit as 
                    provided under this subsection (c) who retires on or after
                    the first day of the month following his attainment of age
                    60 but prior to the first day of the month coinciding with
                    or next following his attainment of age 65 and has
                    at least 15 Vesting Years of Service shall be in an amount 
                    equal to his Accrued Pension attributable to his SLT 
                    Benefit at the time of early retirement, without any
                    reduction for early commencement, commencing on the first 
                    day of the month coinciding with or next following the
                    participant's early retirement.

               If a Participant elects commencement of his SLT Benefit under 
               this subsection (c), the Participant's Accrued Pension shall be
               calculated without regard to such SLT Benefit.

M.   Section 10.03 is modified as follows:

     10.03Q    Disability Retirement Pension

               (a)  The provisions of Section 10.03 shall apply with respect to
                    a Participant's disability retirement benefits other than
                    disability retirement benefits attributable to his SLT 
                    Benefit.

               (b)  A Participant who has a Termination of Employment due to 
                    his Total and Permanent Disability prior to his Normal 
                    Retirement Date shall be entitled to a Disability 
                    Retirement Pension with respect to his SLT Benefit, in the 
                    amount of his Accrued Pension with respect to his SLT 
                    Benefit.

               (c)  Payment of the Participant's Disability Retirement Pension
                    with respect to his SLT Benefit shall commence upon the
                    first day of the month coinciding or next following his 
                    attainment of age 65, if he is then living and totally 
                    disabled.

               (d)  In the event that the death of a disabled Participant 
                    occurs after he has been determined to be disabled by the 
                    Plan Administrator, but prior to his Normal Retirement Date
                    and after earning 5 Vesting Years of Service, his 
                    Beneficiary with respect to his SLT Benefit shall receive

                                       11

                                      113
<PAGE>

                    the death benefit provided under Section 12.01Q, based on 
                    the Participant's Accrued Benefit attributable to his SLT 
                    Benefit.

               (e)  If a Participant who had a Termination of Employment as a 
                    result of his Total and Permanent Disability is, at
                    any time prior to his Normal Retirement Date, no longer 
                    disabled as provided herein, and if, at the date he became
                    disabled, he had completed at least 5 Vesting Years of 
                    Service, he will be entitled to a Normal Retirement 
                    Benefit or Early Retirement Benefit based upon the 
                    Participant's Accrued Benefit attributable to his SLT 
                    Benefit and his age as of the date of his recovery from 
                    disability.

N.   Section 10.04 is modified as follows:

     10.04Q    Deferred Vested Pension Upon Termination of Employment

               (f) (i)   A former Participant who has at least 5 Vesting Years
                         of Service but who is not eligible for a Normal 
                         Retirement Pension, an Early Retirement Pension, or a 
                         Disability Retirement Pension shall be entitled to a 
                         Deferred Vested Pension with respect to his SLT
                         Benefit. The monthly Pension of a former Participant 
                         eligible for a Deferred Vested Pension with respect to
                         his SLT Benefit shall be equal to his Accrued Pension
                         attributable to his SLT Benefit, adjusted for the 
                         cost of pre-retirement death benefit coverage on the 
                         basis of the mortality assumption used to determine 
                         Actuarial Equivalence under Section 1.03Q; provided,
                         however, that the Participant may elect to waive the 
                         pre-retirement death benefit coverage during the
                         "applicable election period", subject to the consent 
                         of his spouse in the manner described in subsection 
                         (b) of Section 11.04, in which case such adjustment
                         will not be made. The "applicable election period"
                         means the period beginning 90 days before the date as 
                         of which a Participant has a Termination of Employment
                         and ending on the earliest to occur of the date he
                         is reemployed by the Company or a member of the 
                         Controlled Group, the date his Pension commences
                         with respect to his SLT Benefit, or the date of his 
                         death. A Participant may elect to waive,

                                       12

                                      114
<PAGE>

                         or revoke the election to waive, the preretirement 
                         death benefit coverage with respect to his SLT
                         Benefit at any time during such period. The Deferred 
                         Vested Pension with respect to the SLT Benefit of a 
                         former Participant shall commence as of the first
                         day of the month coinciding with or next following his
                         attainment of age 65, except that a former Participant
                         who has attained age 55 may elect to commence as of
                         the first day of any month which is prior to his 
                         Normal Retirement Date and after he attains age 55,
                         but if his Deferred Vested Pension attributable to his
                         SLT Benefit commences prior to his Normal Retirement
                         Date, it shall be actuarially reduced from Normal 
                         Retirement Date to the early commencement date on the
                         basis of the assumptions used to determine Actuarial
                         Equivalence under Section 1.03Q.

                    (ii) If a Participant elects commencement of his SLT
                         Benefit under this Section 10.04Q, the Participant's 
                         Accrued Pension shall be calculated without regard to 
                         his SLT Benefit.

O.   Section 11.01(b) is modified as follows:

     11.01(b)Q Normal and Early Retirement Pensions

               (b)  (1)  Subsection (b) of Section 11.01 shall apply with
                         respect to a Participant's Accrued Pension other than 
                         his SLT Benefit.

                    (2)  The normal form of benefit for a Participant with
                         respect to his SLT Benefit is a 5-year certain and 
                         life annuity for the life of the Participant.
                         Notwithstanding the foregoing, a married Participant 
                         shall be deemed to have elected with respect to his 
                         SLT Benefit an Actuarially Equivalent qualified
                         joint and 2/3 survivor annuity in the form of Option 2
                         under paragraph (g) of Section 11.05Q with his Spouse
                         as joint pensioner, and a Participant who is not 
                         married shall be deemed to have elected a single life
                         annuity in the form of Option 1 under paragraph (g) of
                         Section 11.04Q. An optional form of benefit payment 

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                         may be elected pursuant to Section 11.05Q.

P.   Section 11.05 is modified as follows:

     11.05Q    Optional Forms of Pension

               (g)  A Participant may waive the normal form of payment 
                    applicable to his SLT Benefit and elect to receive one of 
                    the following optional forms of payment with respect only 
                    to his SLT Benefit. Any optional form of payment shall be 
                    the Actuarial Equivalent of the Participant's Accrued 
                    Benefit attributable to his SLT Benefit in the form of a 
                    5-year certain and life annuity payable for the life of the
                    Participant. The provisions of subsection (c) of Section 
                    11.04 shall not apply with respect to a Participant's SLT 
                    Benefit.

                    Option 1. Life Annuity - an annuity payable for the life of
                              the Participant.

                    Option 2. Joint and 2/3 Survivor Annuity - an annuity
                              payable during the joint lives of the Participant
                              and a joint pensioner designated by him, and
                              following the death of either of them, 2/3 of
                              such modified monthly amount payable to the
                              survivor for the lifetime of the survivor.

                    Option 3. Joint and 100% Survivor Annuity - an annuity 
                              payable during the joint lives of the Participant
                              and a joint pensioner designated by him, and
                              following the death of either of them, 100%
                              of such modified monthly amount payable to the 
                              survivor for the lifetime of the survivor.

                    Option 4. Life Annuity with 5 or 10 Year Certain Feature - 
                              an annuity for the life of the Participant and if
                              60 or 120 monthly payments have not been paid 
                              prior to the Participant's death, the annuity is
                              payable to the Beneficiary or Beneficiaries with
                              respect to his SLT Benefit designated by

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                              the Participant for the balance of such 60
                              or 120 month.

                    Option 5. Lump Sum Payment - the single sum value of the 
                              Participant's Accrued Benefit attributable to his
                              SLT Benefit otherwise payable using an interest 
                              rate equal to the lesser of 6% or the PBGC rate.

                    If the designated Beneficiary (or beneficiaries) or joint 
                    pensioner with respect to a Participant's SLT Benefit dies
                    before the date that the Participants Pension attributable
                    to his SLT Benefit commences, the option elected will be
                    automatically cancelled and a retirement income of the form
                    and amount otherwise payable in accordance with the 
                    provisions of Section 11.01(b)(2)Q will be payable to
                    the Participant as if the election had not been made. The 
                    Participant may make a new election in accordance with the
                    provisions of this Section or a new Beneficiary designation
                    with respect to his SLT Benefit prior to the date that his 
                    Pension attributable to his SLT Benefit commences.

                    Notwithstanding the foregoing, a Participant whose SLT 
                    Benefit commences as of the same time as his Accrued 
                    Pension (other than his SLT Benefit) may elect to receive
                    his entire benefit in any form permitted and under the 
                    conditions and actuarial equivalence provisions of the
                    Plan (other than this Appendix Q). 

Q.   Section 11.09 is modified as follows:

     11.09Q    Suspension of Benefits Upon Reemployment.

               (a)  Section 11.09 shall apply with respect to a Participant's 
                    retirement benefits other than retirement benefits 
                    attributable to his SLT Benefit that have commenced.

               (b)  Section 11.09 shall apply with respect to a Participant's 
                    retirement benefits attributable to his SLT Benefit if
                    he is reemployed after such retirement benefits commenced,
                    except that, the Participant may irrevocably elect to
                    continue payment of his retirement benefits attributable 
                    to his SLT Benefit after he is reemployed. In which case,
                    the benefit, if any, that such Participant accrues under
                    the Plan subsequent to his reemployment shall not cause the
                    actuarial equivalent of the total income payable to the 

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                    Participant or his Beneficiary to exceed the amount that 
                    would have been payable if he had not elected to continue 
                    to receive retirement benefits attributable to his SLT 
                    Benefit after his reemployment.

R.   Section 11.10 is modified as follows:

     11.10Q    Limitations on Distributions

               (g)  The provisions of this Section 11.10 shall not apply with
                    respect to a Participant's SLT Benefit to any method of
                    distribution designated in writing by a Participant under
                    the terms of the Former Plan before January 1, 1984, in 
                    accordance with Section 242(b)(2) of the Tax Equity
                    and Fiscal Responsibility Act of 1982 (as in effect before
                    the amendments made by the Tax Reform Act of 1984).

S.   Section 11.11 is modified as follows:

     11.11Q    Employment After Normal Retirement Age

               (a)  Section 11.11 shall apply with respect to a Participant's 
                    retirement benefits other than retirement benefits
                    attributable to his SLT Benefit that have commenced.

               (b)  Section 11.11 shall apply with respect to a Participant's 
                    retirement benefits attributable to his SLT Benefits
                    unless he has elected to continue payment of such 
                    retirement benefits pursuant to subsection (b) of Section 
                    11.09Q.

T.   Section 12.01 is modified as follows:

     12.01Q    Death Prior to Pension Commencement

               (g)  In determining the monthly Qualified Preretirement Survivor
                    Annuity under subsections (a)-(e) of Section 12.01,
                    the Accrued Pension of the Participant shall be calculated 
                    without regard to his SLT Benefit.

               (h)  In the event that a Participant who is an Employee or a 
                    Participant who has been determined by the Plan 
                    Administrator to be Totally and Permanently Disabled and
                    who has at least 5 Vesting Years of Service dies prior to 
                    commencement of retirement benefits to him, his Spouse or 
                    other Beneficiary with respect to his SLT Benefit

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                    designated with his Spouse's consent will receive the 
                    monthly income, payable for life, and beginning on the 
                    first day of the month coincident with or next following 
                    the date of the Participant's death, which can be provided
                    on an Actuarially Equivalent basis by the single sum value 
                    of the Participant's SLT Benefit otherwise determined under
                    this Appendix Q to which the Participant was entitled on 
                    the date of his death. Such benefit shall be payable on a 
                    5-year certain and life basis, unless the Participant's 
                    Spouse or other Beneficiary with respect to his SLT Benefit
                    designated with his Spouse's consent elects to receive in 
                    lieu of such monthly income, the Actuarial Equivalent of 
                    such benefit in any form of payment available under this
                    Appendix Q.

                    (i)  In the event that a Participant dies prior to 
                         commencement of retirement benefits to him, and the 
                         Participant has not waived the preretirement death 
                         benefit, his Spouse or other Beneficiary with respect 
                         to his SLT Benefit designated with his Spouse's 
                         consent, will receive the monthly income, payable for 
                         life, and beginning on the first day of the month
                         coincident with or next following the date of the 
                         Participant's death, which can be provided on an 
                         Actuarially Equivalent basis by the single sum value 
                         of the benefit determined under Section 10.04Q, to 
                         which the Participant was entitled on the date of
                         his Termination of Employment; provided, however, that
                         the Participant's Spouse or other Beneficiary with 
                         respect to his SLT Benefit designated with his 
                         Spouse's consent may elect to receive in lieu
                         thereof, the Actuarial Equivalent of such benefit in 
                         the form of a 5-year certain and life or a 10-year 
                         certain and life benefit if the Participant or the 
                         Beneficiary with respect to his SLT Benefit so elects.

                    (j)  If a deceased Participant who has at least 5 Vesting 
                         Years of Service and on whose behalf a preretirement 
                         death benefit is payable under this Section 12.01Q had
                         been married to his spouse throughout the one-year 
                         period immediately preceding his death and he had 
                         designated a person other than his Spouse as his 
                         Beneficiary with respect to his SLT Benefit and such 
                         Spouse had not consented to such other person being 
                         designated as the Beneficiary with respect to his 
                         SLT Benefit, the Participant shall be deemed to have:

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                         (1)  revoked his prior designation of Beneficiary with
                              respect to his SLT Benefit as to the portion of 
                              his death benefit payable under this subsection 
                              (j);

                         (2)  designated such Spouse as his Beneficiary with 
                              respect to his SLT Benefit to receive a portion 
                              of the death benefit payable on his behalf under
                              subsection (h) or (i) of this Section 12.01Q, 
                              whichever is applicable;

                         (3)  specified that the portion of the benefit 
                              provided under subsection (h) or (i) of this 
                              Section 12.01Q will be payable as an Actuarially
                              Equivalent monthly income payable on the first 
                              day of each month with the first payment being 
                              due (only if the Spouse is then living) on the 
                              earliest date as of which payments to the 
                              Participant could have commenced under this 
                              Appendix Q if the Participant had survived until
                              such date (the "Earliest Annuity Commencement 
                              Date"), and with the last payment being the 
                              payment due next preceding such Spouse's death;

                         (4)  specified that the portion of the benefit 
                              provided under subsection (h) or (i) of this 
                              Section 12.01Q shall have the Actuarially 
                              Equivalent single-sum value, determined as of the
                              date of the Participant's death, equal to the 
                              single-sum value, determined as of the date of 
                              his death, that would be payable to his surviving
                              Spouse, commencing on the Earliest Annuity 
                              Commencement Date, under a qualified joint and 
                              2/3 survivor annuity option if:

                              (i)  the Participant had a Termination of 
                                   Employment on the date of his death for a
                                   reason other than disability retirement
                                   or death (or if the Participant is eligible
                                   for a Deferred Vested Retirement Benefit
                                   under Section 10.04Q, he had survived to the
                                   Earliest Annuity Commencement Date);

                              (ii) the Participant had (for the purpose of
                                   determining the amount of such monthly
                                   retirement income commencing at the Earliest
                                   
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                                   Annuity Commencement Date) waived the
                                   preretirement death benefit coverage under
                                   subsection (i) of this Section 12.01Q, if
                                   applicable, during the period beginning on
                                   the date of his death and ending on the
                                   Earliest Annuity Commencement Date;

                             (iii) the Participant had died immediately after
                                   such commencement of payments (one-half of
                                   the initial payment which would have been
                                   due the Participant on such Earliest Annuity
                                   Commencement Date shall be included in
                                   the determination of such single-sum value);
                                   and

                         (5)  designated such other person (or persons) that 
                              was named as his Beneficiary with respect to his 
                              SLT Benefit under such revoked designation of
                              Beneficiary with respect to his SLT Benefit to 
                              receive the remaining portion of such benefit
                              payable on his behalf under and in accordance 
                              with subsection (h) or (i) of this Section 
                              12.01Q.

                         In lieu of the monthly income determined above, the 
                         Participant's Spouse may elect to receive the 
                         Actuarial Equivalent of such benefit in any form of
                         payment available under this Appendix Q. For purposes 
                         of paragraphs (4) and (5) above, the Earliest Annuity
                         Commencement Date of a deceased disabled Participant 
                         on whose behalf a death benefit is payable under 
                         subsection (h) of this Section 12.01Q and the monthly
                         retirement income that would be payable to his 
                         surviving Spouse, commencing on the Earliest Annuity
                         Commencement Date, under the qualified joint and 2/3 
                         survivor annuity option, shall be determined as though
                         such Participant had recovered from his total and 
                         permanent disability and had been reemployed by a 
                         member of the Controlled Group immediately prior to 
                         his death.

                    (k)  Each Participant may, on the form and in the manner 
                         prescribed by the Plan Administrator, designate a 
                         Beneficiary (or beneficiaries) with respect to his SLT
                         Benefit to receive the benefit, if any, that may be 
                         payable with respect to the Participant's SLT Benefit
                         in the event of his death, and each designation

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<PAGE>

                         may be revoked by such Participant by filing a new 
                         designation of Beneficiary with respect to his SLT
                         Benefit. If a deceased Participant failed to name a 
                         Beneficiary with respect to his SLT Benefit in the 
                         manner above prescribed or if the Beneficiary (or 
                         beneficiaries) with respect to his SLT Benefit 
                         designated by a deceased Participant predeceases the
                         Participant, the death benefit, if any, which may be 
                         payable under this Appendix Q with respect to such 
                         deceased Participant shall be paid to the Spouse, and
                         in the absence of a Spouse to the estate of such
                         deceased Participant. A Participant may change his 
                         Beneficiary with respect to his SLT Benefit at any 
                         time, subject to his Spouse's written consent in
                         accordance with subsection (b) of Section 11.04. A
                         Participant's designation of Beneficiary with respect
                         to his SLT Benefit shall be void upon his reaching 
                         nine months prior to early retirement age or upon 
                         marriage or remarriage, at which time the Participant
                         may designate a new Beneficiary with respect to his 
                         SLT Benefit.

                    (l)  If both the Participant and the Beneficiary (or
                         beneficiaries) with respect to his SLT Benefit
                         designated by him die after the date that the 
                         Participant's SLT Benefit commences under the Plan,
                         but before the full payment has been effected under
                         any option under this Appendix Q providing for 
                         payments for a period certain, the commputed value of 
                         the payments for the remainder of the period certain
                         shall be paid in a lump sum to any contingent
                         beneficiary designated fy the Participant, or if the
                         Participant has not desinated a contingent 
                         beneficiary, the contingent beneficiary designated by
                         the Beneficiary with respect to his SLT Benefit; 
                         provided, however, that if no person so designated is
                         living upon the occurrence of such contingency, then
                         the remaining death benefits, if any, shall be
                         payable to the estate of such Beneficiary with
                         respect to his SLT Benefit in a lump sum.

                    IN WITNESS WHEREOFF, the Company, by its duly authorized 
officer, has caused this Amendment to be executed on this 27th day of
December, 1995.


                                              ALLTEL Corporation

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

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