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

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

                  WHEREAS, the Company desires further to amend the Plan;

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

                  Effective with respect to payroll periods beginning after
December 19, 1998, the first sentence of Section 12.02 of the Plan is amended by
deleting therefrom "10%" and by substituting therefor "14%".

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 18th day of
December, 1998.


                                              ALLTEL CORPORATION



                                              By: /s/ Joe T. Ford
                                                 --------------------
                                                 Title:


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<PAGE>

                                AMENDMENT NO. 11
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)


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

                  WHEREAS, the Company desires further to amend the Plan;

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

                  1. Effective as of February 2, 1998, Section 9.04 of the Plan
is amended by adding a new subsection (q) at the end thereof to provide as
follows:

         (q)      In determining  Years of  Eligibility  Service for an Employee
                  who  was  an  employee   of  CSC   Intelicom,   Inc.   ("CSC")
                  immediately   prior  to  February  2,  1998,   and  became  an
                  Employee  on  February  2,  1998,  the  Employee's  period  or
                  periods  of  employment  with CSC  prior to  February  2, 1998
                  that  would have been  taken  into  account  under the Plan if
                  such  period or  periods of  employment  were  service  with a
                  member of the Controlled  Group,  shall be counted as Years of
                  Eligibility  Service.  Notwithstanding  any other provision of
                  the  Plan,   there  shall  be  no   duplication  of  Years  of
                  Eligibility  Service  under the Plan by reason of service  (or
                  hours  of  service)  in  respect  of  any  single   period  or
                  otherwise.

                  2. Effective as of February 28, 1998, Section 9.04 of the Plan
is amended by adding a new subsection (r) at the end thereof to provide as
follows:

         (r)      In determining  Years of  Eligibility  Service for an Employee
                  who  was  an  employee   of  CSC   Intelicom,   Inc.   ("CSC")
                  immediately   prior  to  February  28,  1998,  and  became  an
                  Employee  on  February  28,  1998,  the  Employee's  period or
                  periods of  employment  with CSC prior to  February  28,  1998
                  that  would have been  taken  into  account  under the Plan if
                  such  period or  periods of  employment  were  service  with a
                  member of the Controlled  Group,  shall be counted as Years of
                  Eligibility  Service.  Notwithstanding  any other provision of
                  the Plan, there shall be no

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<PAGE>


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

                  3. Effective as of March 27, 1998, Section 9.04 of the Plan is
amended by adding a new subsection (s) at the end thereof to provide as follows:

         (s)      In determining  Years of  Eligibility  Service for an Employee
                  who  was  an  employee   of  CSC   Intelicom,   Inc.   ("CSC")
                  immediately  prior to March 27,  1998,  and became an Employee
                  on March  27,  1998,  the  Employee's  period  or  periods  of
                  employment  with CSC prior to March 27,  1998 that  would have
                  been  taken  into  account  under  the Plan if such  period or
                  periods  of  employment  were  service  with a  member  of the
                  Controlled  Group,  shall be counted  as Years of  Eligibility
                  Service.  Notwithstanding  any  other  provision  of the Plan,
                  there  shall  be  no   duplication  of  Years  of  Eligibility
                  Service  under  the Plan by  reason  of  service  (or hours of
                  service) in respect of any single period or otherwise.

                  4. Effective as of December 7, 1998, Section 9.04 of the Plan
is amended by adding a new subsection (t) at the end thereof to provide as
follows:

         (t)      In determining  Years of  Eligibility  Service for an Employee
                  who   was  an   employee   of   United   Companies   Financial
                  Corporation  ("UCFC")  immediately  prior to December 7, 1998,
                  and became an Employee on  December  7, 1998,  the  Employee's
                  period or periods of employment with USFC prior to December 7,
                  1998 that  would  have been  taken  into  account  under  the
                  Plan if such  period or periods  of  employment  were  service
                  with a member of the  Controlled  Group,  shall be  counted as
                  Years  of  Eligibility  Service.   Notwithstanding  any  other
                  provision  of the  Plan,  there  shall  be no  duplication  of
                  Years of  Eligibility  Service  under  the Plan by  reason  of
                  service  (or  hours  of  service)  in  respect  of any  single
                  period or otherwise.

                  5. Effective as of December 30, 1998, Section 9.04 of the Plan
is amended by adding a new subsection (u) at the end thereof to provide as
follows:

         (u)      In determining  Years of  Eligibility  Service for an Employee
                  who  was  not  an  employee  of   360   Communications Company
                  ("360")  on  or  after  July  1,  1998,  who  was  an employee
                  of 360  prior to July 1,  1998,  and who  became  an  Employee
                  prior  to  January 1, 1999, the  Employee's  period or periods
                  of  employment  with  360  prior to July 1,  1998  that would
                  have   been  taken  into  account  under  the  Plan  if  such
                  period or periods of


                                       2
                                      193
<PAGE>


                  employment were service with a member of the Controlled Group,
                  shall be counted as Years of Eligibility Service.
                  Notwithstanding any other provision of the Plan, there shall
                  be no duplication of Years of Eligibility Service under the
                  Plan by reason of service (or hours of service) in respect of
                  any single period or otherwise.

                  6. Effective as of July 1, 1998, Section 13.11 of the Plan is
amended by adding a new subsection (w) at the end of thereof to provide as
follows:

         (w)      Each person who

                  (i)      was an active  employee  of The  Georgia  Independent
                           RSA Nos.  7 and 10  Cellular  Partnership  and became
                           an Employee on July 1, 1998;

                  (ii)     met the eligibility requirements to become a
                           Participant as provided in subsection (b) of Section
                           10.01 on or before the last day of the 1998 Plan
                           Year; and

                  (iii)    is not otherwise eligible for an allocation of the
                           Employer Qualified Nonelective Contribution for the
                           1998 Plan Year under Section 13.04;

                  shall receive an allocation of the Employer Qualified
                  Nonelective Contribution for the 1998 Plan Year, as provided
                  in this subsection (w) if the Participant is credited with at
                  least such number of Hours of Service as the number determined
                  by multiplying 1,000 by a fraction the numerator of which is
                  the number of days of employment with the Controlled Group
                  completed by the Participant in the 1998 Plan Year and the
                  denominator of which is three hundred sixty-five (365). Such a
                  Participant shall receive an allocation of the Employer
                  Qualified Nonelective Contribution as provided in Section
                  13.04, but without regard to the requirement that a
                  Participant have a Year of Participation.

                  7. Effective as of December 7, 1998, Section 13.11 of the Plan
is amended by adding a new subsection (x) at the end thereof to provide as
follows:

         (x)      Each person who

                  (i)      was  an   active   employee   of   United   Companies
                           Financial  Corporation  and  became  an  Employee  on
                           December 7, 1998;


                                       3
                                      194
<PAGE>


                  (ii)     met the eligibility requirements to become a
                           Participant as provided in subsection (b) of Section
                           10.01 on or before the last day of the 1998 Plan
                           Year; and

                  (iii)    is not otherwise eligible for an allocation of the
                           Employer Qualified Nonelective Contribution for the
                           1998 Plan Year under Section 13.04;

                  shall receive an allocation of the Employer Qualified
                  Nonelective Contribution for the 1998 Plan Year, as provided
                  in this subsection (x) if the Participant is credited with at
                  least such number of Hours of Service as the number determined
                  by multiplying 1,000 by a fraction the numerator of which is
                  the number of days of employment with the Controlled Group
                  completed by the Participant in the 1998 Plan Year and the
                  denominator of which is three hundred sixty-five (365). Such a
                  Participant shall receive an allocation of the Employer
                  Qualified Nonelective Contribution as provided in Section
                  13.04, but without regard to the requirement that a
                  Participant have a Year of Participation.

                  8. Effective as of January 19, 1998, Section 13.11 of the Plan
is amended by adding a new subsection (y) at the end thereof to provide as
follows:

         (y)      Each person who

                       (i)        was an  active  employee  of  Harris  Trust  &
                                  Savings   Bank  and  became  an   Employee  on
                                  January 19, 1998;

                       (ii)       met the eligibility requirements to become a
                                  Participant as provided in subsection (b) of
                                  Section 10.01 on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  the Employer Qualified Nonelective
                                  Contribution for the 1998 Plan Year under
                                  Section 13.04;

                       shall receive an allocation of the Employer Qualified
                       Nonelective Contribution for the 1998 Plan Year, as
                       provided in this subsection (y) if the Participant is
                       credited with at least such number of Hours of Service as
                       the number determined by multiplying 1,000 by a fraction
                       the numerator of which is the number of days of
                       employment with the Controlled Group completed by the
                       Participant


                                       4
                                      195
<PAGE>


                       in the 1998 Plan Year and the denominator of which is
                       three hundred sixty-five (365). Such a Participant shall
                       receive an allocation of the Employer Qualified
                       Nonelective Contribution as provided in Section 13.04,
                       but without regard to the requirement that a Participant
                       have a Year of Participation.

                       9. Effective as of August 31, 1998, Section 13.11 of
the  Plan is  amended  by  adding a new  subsection  (z) at the end  thereof  to
provide as follows:

             (z)       Each person who

                       (i)        was an active  employee  of AMCORE  Financial,
                                  Inc.  and  became an  Employee  on August  31,
                                  1998;

                       (ii)       met the eligibility requirements to become a
                                  Participant as provided in subsection (b) of
                                  Section 10.01 on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  the Employer Qualified Nonelective
                                  Contribution for the 1998 Plan Year under
                                  Section 13.04;

                       shall receive an allocation of the Employer Qualified
                       Nonelective Contribution for the 1998 Plan Year, as
                       provided in this subsection (z) if the Participant is
                       credited with at least such number of Hours of Service as
                       the number determined by multiplying 1,000 by a fraction
                       the numerator of which is the number of days of
                       employment with the Controlled Group completed by the
                       Participant in the 1998 Plan Year and the denominator of
                       which is three hundred sixty-five (365). Such a
                       Participant shall receive an allocation of the Employer
                       Qualified Nonelective Contribution as provided in Section
                       13.04, but without regard to the requirement that a
                       Participant have a Year of Participation.

                       10. Effective as of September 16, 1998, Section 13.11
of the Plan is amended  by adding a new  subsection  (aa) at the end  thereof to
provide as follows:

             (aa)      Each person who

                       (i)        was an active  employee  of AMCORE  Financial,
                                  Inc. and became an Employee on  September  16,
                                  1998;


                                       5
                                      196
<PAGE>


                       (ii)       met the eligibility requirements to become a
                                  Participant as provided in subsection (b) of
                                  Section 10.01 on or before the last day of the
                                  1998 Plan Year; and

                       (iii)      is not otherwise eligible for an allocation of
                                  the Employer Qualified Nonelective
                                  Contribution for the 1998 Plan Year under
                                  Section 13.04;

                       shall receive an allocation of the Employer Qualified
                       Nonelective Contribution for the 1998 Plan Year, as
                       provided in this subsection (aa) if the Participant is
                       credited with at least such number of Hours of Service as
                       the number determined by multiplying 1,000 by a fraction
                       the numerator of which is the number of days of
                       employment with the Controlled Group completed by the
                       Participant in the 1998 Plan Year and the denominator of
                       which is three hundred sixty-five (365). Such a
                       Participant shall receive an allocation of the Employer
                       Qualified Nonelective Contribution as provided in Section
                       13.04, but without regard to the requirement that a
                       Participant have a Year of Participation.

                       11. Effective as hereinafter set forth, Section 15.04
of the Plan is amended by adding a new  paragraph  at the end thereof to provide
as follows:

             Notwithstanding the preceding provisions of this Section 15.04 or
             any other provision of the Plan to the contrary: Effective with
             respect to any Participant whose Settlement Date occurs afer
             December 31, 1998, any reference in the Plan to "$3,500" as such
             reference relates to the timing or form of distribution shall be
             replaced with a reference to "$5,000".

                       12.  Effective  as  hereinafter  set  forth,  the Plan is
amended by adding immediately following Article XXVII thereof the following new
Article XXVIII:

                                 ARTICLE XXVIII
                             EXTENSION OF COVERAGE
                                       TO
                               CERTAIN EMPLOYEES

         28.01    Extension of Coverage to Certain Georgia Exchange Employees
                  -----------------------------------------------------------

                     Effective beginning June 1, 1998 and as more specifically
                     hereinafter provided, the proviso to paragraph (1) of


                                       6
                                      197
<PAGE>

                     Section 1.11 shall not apply to and coverage under the Plan
                     shall be extended to a person who on or after June 1,1998
                     is an Employee and who on or before June 1, 1998 was in the
                     bargaining unit described in National Labor Relations Board
                     Case 10-RD-1309 (a "Decertified Employee"): Effective for
                     payroll periods commencing after June 1, 1998, a
                     Decertified Employee who on or after June 1, 1998 would be
                     an Eligible Employee but for the proviso to paragraph (1)
                     of Section 1.11 may elect to become an Electing Participant
                     and to have Salary Deferral Contributions made to the Plan
                     on his behalf by his Employer as provided under Article
                     XII. For purposes of the provisions of the Plan relating to
                     the Employer Qualified Nonelective Contribution for the
                     Plan Year ending December 31, 1998, the Compensation for
                     the Plan Year ending December 31, 1998 of a Decertified
                     Employee who would have been an Eligible Employee at
                     relevant times during the Plan Year ending December 31,
                     1998 but for paragraph (1) of Section 1.11 shall be
                     determined as though such Decertified Employee had been an
                     Eligible Employee at such relevant times during the Plan
                     Year ending December 31, 1998.

         28.02    Extension of Coverage to Certain Ohio Employees
                  -----------------------------------------------

                     Effective beginning December 16, 1998 and as more
                     specifically hereinafter provided, the proviso to paragraph
                     (1) of Section 1.11 shall not apply to and coverage under
                     the Plan shall be extended to a person who on or after
                     December 16,1998 is an Employee and who on or before
                     December 16, 1998 was in the bargaining unit described in
                     National Labor Relations Board Case 8-RD-1819 (a
                     "Decertified Employee"): Effective as soon as practicable
                     after December 16,1998 for payroll periods commencing
                     thereafter , a Decertified Employee who on or after
                     December 16, 1998 would be an Eligible Employee but for the
                     proviso to paragraph (1) of Section 1.11 may elect to
                     become an Electing Participant and to have Salary Deferral
                     Contributions made to the Plan on his behalf by his
                     Employer as provided under Article XII. For purposes of the
                     provisions of the Plan relating to the Employer Qualified
                     Nonelective Contribution for the Plan Year ending 
                     December 31, 1998, the Compensation for the Plan year 
                     ending December 31, 1998 of a Decertified Employee who 
                     would have been an Eligible Employee at relevant times
                     during the Plan Year ending December 31, 1998 but for 
                     paragraph (1) of Section 1.11 shall be determined as 
                     though such Decertified


                                       7
                                      198
<PAGE>
                     Employee had been an Eligible Employee at such relevant
                     times during the Plan Year ending December 31, 1998.

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 30th day of 
December, 1998.


                                       ALLTEL CORPORATION



                                       By:/s/ Joe T. Ford
                                       -----------------------------------------
                                       Title:


                                       8
                                      199
<PAGE>

                               AMENDMENT NO. 12
                                       TO
                         ALLTEL CORPORATION THRIFT PLAN
                          (January 1, 1994 Restatement)

                  WHEREAS, ALLTEL Corporation (the "Company") maintains the
ALLTEL Corporation Thrift 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 January 1, 1999, clause (a) of Section 1.08 is
amended to provide as follows:

                  (a)      the amounts actually paid to an Eligible
                           Employee by the Employer for services
                           rendered as reported on the Eligible
                           Employee's federal income tax withholding
                           statement (Form W-2) or its subsequent
                           equivalent for the applicable calendar
                           year; exclusive, however, of any such
                           amounts that would not be subject to tax
                           (for purposes of the Federal Insurance
                           Contributions Act) under Section 3101(a)
                           of the Internal Revenue Code without the
                           dollar limitation of Section 3121(a)(1) of
                           said Code, exclusive of relocation pay,
                           any non-cash compensation, and allowances
                           for cost-of-living other than allowances
                           for international cost-of-living, and
                           exclusive of deferred compensation whether
                           in the year deferred or in the year earned
                           or actually paid; and

                  IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has caused this Amendment to be executed on this 28 day of
January, 1999.

                                          ALLTEL CORPORATION


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

                                      200