AMENDMENT
                                      TO
                              ALLTEL CORPORATION
                   DEFERRED COMPENSATION PLAN FOR DIRECTORS


                  WHEREAS, ALLTEL Corporation (the "Company") amended and
restated the ALLTEL Corporation Deferred Compensation Plan for Directors,
effective October 1, 1993 (the "Plan"); and

                  WHEREAS, the Company desires further to amend the Plan;

                  NOW THEREFORE, the Plan is hereby amended, effective as of
February 13, 1997, by adding a new Article VI immediately following Article V
thereof to provide as follows:

                                   ARTICLE VI
                              PROVISIONS REGARDING
                     SPECIAL DEFERRED COMPENSATION ACCOUNTS


                  1.  Definitions.  For purposes of the Plan, the following
          additional definitions shall apply:
                  (a)  An "Electing Participant" shall mean a Director who has
          made an effective election under the ALLTEL Corporation Directors'
          Retirement Plan, as amended, to have an amount credited to a Special
          Deferred Compensation Account under the Plan in lieu of any benefits
          under the ALLTEL Corporation Directors' Retirement Plan, as amended,
          and who has made the election required by Section 4 of this
          Article VI.  For relevant purposes of the Plan other than this
          Article VI, an Electing Participant shall be deemed to be a
          Participant, without regard to whether or not he has elected to
          defer all or any portion of his Fees for a Year.
                  (b)  A "Special Deferred Compensation Account" shall mean the
          bookkeeping account established for an Electing Participant on which

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          shall be recorded the amount set forth with respect to the Electing
          Participant on Schedule A to the ALLTEL Corporation Directors'
          Retirement Plan, as amended, and any adjustments thereto in
          accordance with the Plan.

                  2.  General.  The provisions of this Article VI shall apply
          notwithstanding any other provisions of the Plan to the contrary.

                  3.  Special Deferred Compensation Account.  The amount set
          forth with respect to an Electing Participant on Schedule A to the
          ALLTEL Corporation Directors' Retirement Plan, as amended, shall be
          credited to the Electing Participant's Special Deferred Compensation
          Account as of February 14, 1997.  An Electing Participant's Special
          Deferred Compensation Account shall be credited with earnings, if
          any, in the manner provided in Section 4 of Article II, but "the
          amount set forth with respect to the Electing Participant on
          Schedule A to the ALLTEL Corporation Directors' Retirement Plan, as
          amended," shall be substituted for "Fees" and [1997] shall be
          substituted as the Deferral Year.  For all other relevant purposes of
          the Plan, each reference in the Plan to a "Deferred Compensation
          Account" shall be deemed to include a reference to a "Special
          Deferred Compensation Account."
                  4.  Election.  An Electing Participant shall make an election
          prior to 5:00 p.m. Central standard time on February 13, 1997 with
          respect to his Special Deferred Compensation Account in the form of
          Exhibit A attached to and hereby made a part hereof, which form shall
          be an Election Agreement for relevant purposes of the Plan with
          respect to a Special Deferred Compensation Account.
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                                                                   Exhibit A


               DEFERRED COMPENSATION PLAN FOR DIRECTORS ELECTION


                  I,                     , hereby make the following elections
with respect to the amount to be credited to a Special Deferred Compensation
Account under the ALLTEL Corporation Deferred Compensation Plan for Directors,
as amended, (the "Plan").

                  I elect to receive payment of my Special Deferred
Compensation Account as follows (check one):
_____ 1.    MARCH 1, NEXT FOLLOWING THE END OF THE YEAR IN WHICH I CEASE TO BE
            A DIRECTOR.  (I understand that if I make this election, and for
            example, cease to be a Director on June 1 of a Year, my Special
            Deferred Compensation Account will be credited with earnings
            thereon, at the rate determined in accordance with Article II,
            Section 5, of the Plan, and a payment will be made to me on
            March 1, of the following Year.)

_____ 2.    ONE MONTH AFTER THE DATE I CEASE TO BE A DIRECTOR, BUT NOT EARLIER
            THAN MARCH 1 OF THE YEAR IN  WHICH I CEASE TO BE A DIRECTOR.  (I
            understand that if I make this election and, for example, cease to
            be a Director on June 1 of a Year, my Special Deferred Compensation
            Account will be credited with earnings thereon, at the rate
            determined in accordance with Article II, Section 5, of the Plan,
            and a payment will be made to me on July 1, of the same Year.  On
            the other hand, if I cease to be a Director on December 31, of a
            Year, my Special Deferred Compensation Account will be credited
            with earnings in the manner described above, and a payment will be
            made to me on the following March 1.)

_____ 3.    ONE YEAR AFTER THE DATE I CEASE TO BE A DIRECTOR.  (I understand
            that if I make this election, and for example, cease to be a
            Director on June 1 of a Year, my Special Deferred Compensation
            Account will be credited with earnings thereon, at the rate
            determined in accordance with Article II, Section 5 of the Plan and
            a payment will be made to me on June 1 of the following Year.)

_____ 4.    THE LATER OF THE DATE ONE MONTH AFTER I CEASE TO BE A DIRECTOR OR
            THE DATE OF MY 70TH BIRTHDAY.  If my 70th birthday is the operative
            date, a payment will be made within one month thereafter, but in
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            neither case will a payment be made earlier than March 1 of the
            Year in which I cease to be a Director or attain age 70.  (I
            understand that if I make this election, and, for example, my 70th
            birthday is January 15, 20X6, and I am then still a Director, my
            Special Deferred Compensation Account will be credited with
            earnings thereon, at the rate determined in accordance with
            Article II, Section 5 of the Plan, and a payment will be made one
            month later, or by March 1 of the year I cease to be a Director
            (the delay being necessary to prepare year-end audited financial
            statements).  If I am not a Director on January 15, 20X6, my
            Deferred Compensation Account for this deferral will be credited
            with earnings in the manner described above, and a payment will be
            made to me on March 1, 20X6.)

          Please make payment of all amounts reflected on my Special Deferred
Compensation Account in accordance with Section 4 of Article II and Section 4
of Article VI of the Plan as follows (check one):

_____ 1.    Pay in a lump sum on the date checked above.

_____ 2.    Pay in __________ equal annual installments, beginning on the date
            elected above.  The number of annual installments cannot exceed 15.

          I acknowledge that I have reviewed the Plan and understand that my
participation will be subject to the terms and conditions contained in the
Plan.
          I acknowledge that I have been advised to consult with my own tax and
estate planning advisors before making the foregoing elections in order to
determine the tax effect of my elections.
                                         __________________________________

                                                      (Signature)

                                         __________________________________
                                                  (Print or type name)



The foregoing Election Agreement
is acknowledged as of the date of
execution above written.
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ALLTEL CORPORATION


By  ___________________________

      Title: _____________________

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