AMENDMENT NO. 7
                                       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 January 19, 1997, Section 9.04 of the Plan is
amended by adding a new subsection (j) at the end thereof to provide as
follows:

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

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

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

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


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

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

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

           5.  Effective as of the date of execution hereof, paragraph (1) of
Section 1.11 of the Plan is amended to provide as follows:

      (1)  an Employee covered by a collective bargaining agreement between an
           Employer and a representative of such Employee that does not
           specifically provide for coverage under the Plan; provided, however,
           that if an Employee ceases to be covered by a collective bargaining 
           agreement (other than by a transfer of employment) such an Employee
           shall not become an Eligible Employee unless coverage under the
           Plan is specifically extended to such an Employee by an amendment
           to the Plan,

           6.  Effective from and after the date of execution hereof, Section
1.37 of the Plan is amended to provide as follows:

     1.37  Trust Agreement

           The agreement between the Company and the Trustee establishing or
           maintaining the ALLTEL Corporation Thrift Plan Trust, as amended

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           from time to time.

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


                             ALLTEL CORPORATION


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

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