AGREEMENT

         This Agreement, dated July 23, 1998, is made by and between ALLTEL
Corporation, a Delaware corporation (as hereinafter defined, the "Corporation"),
and Michael T. Flynn (as hereinafter defined, the "Executive").

         WHEREAS, the Board of Directors of the Corporation (as hereinafter
defined, the "Board") recognizes that the possibility of a Change in Control (as
hereinafter defined) of the Corporation exists and that such possibility, and
the uncertainty it may cause, may result in the departure or distraction of key
management employees of the Corporation or of a Subsidiary to the detriment of
the Corporation and its stockholders; and

         WHEREAS, the Executive is a key management employee of the
Corporation or of a Subsidiary; and

         WHEREAS, the Board has determined that the Corporation should encourage
the continued employment of the Executive by the Corporation or a Subsidiary and
the continued dedication of the Executive to his assigned duties without
distraction as a result of the circumstances arising from the possibility of a
Change in Control;

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Corporation and the Executive hereby agree as
follows:

                  1.  Defined Terms.  For purposes of this Agreement, the
                      -------------
following terms shall have the meanings indicated below:

                           (A)      "Board" shall mean the Board of Directors
of  the Corporation, as constituted from time to time.

                           (B)      "Cause" for termination by the Corporation
of the Executive's employment shall mean (i) the willful failure by the
Executive substantially to perform the Executive's duties with the Corporation
or a Subsidiary, other than any failure resulting from the Executive's
incapacity due to physical or mental illness or any actual or anticipated
failure after the issuance of a Notice of Termination for Good Reason by the
Executive in accordance with paragraph (A) of Section 6, that continues for at
least 30 days after the Board delivers to the Executive a written demand for
performance that identifies specifically and in detail the manner in which the
Board believes that the Executive willfully has failed substantially to perform
the Executive's duties or (ii) the willful engaging by the Executive in
misconduct that is demonstrably and materially injurious to the Corporation or
any Subsidiary, monetarily or otherwise. For purposes of this definition, no
act, or failure to act, on the Executive's part shall be deemed "willful" unless
done, or omitted to be done, by the Executive not in good faith and without
reasonable belief that the Executive's act, or failure to act, was in the best
interest of the Corporation and its Subsidiaries:


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                           (C) A "Change in Control" shall mean, if subsequent
 to the date of this Agreement:

                                    (i)     Any "person," as defined in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than the Corporation, any of its subsidiaries, or any
employee benefit plan maintained by the Corporation or any of its subsidiaries,
becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act)
of (A) l5% or more, but no greater than 50%, of the outstanding voting capital
stock of the Corporation, unless prior thereto, the Continuing Directors approve
the transaction that results in the person becoming the beneficial owner of 15%
or more, but no greater than 50%, of the outstanding voting capital stock of the
Corporation or (B) more than 50% of the outstanding voting capital stock of the
Corporation, regardless whether the transaction or event by which the foregoing
50% level is exceeded is approved by the Continuing Directors;

                                     (ii)  At any time Continuing Directors no
         longer constitute a majority of the directors of the Corporation; or

                                    (iii)  A record date is fixed for
determining stockholders entitled to vote upon (A) a merger or consolidation of
the Corporation, statutory share exchange, or other similar transaction with
another corporation, partnership, or other entity or enterprise in which either
the Corporation is not the surviving or continuing corporation or shares of
common stock of the Corporation are to be converted into or exchanged for cash,
securities other than common stock of the Corporation, or other property, (B) a
sale or disposition of all or substantially all of the assets of the
Corporation, or (C) the dissolution of the Corporation; or

                                    (iv)  The Corporation enters into an
agreement with any Person, the consummation of which would result in the
occurrence of an event described in clause (i), (ii) or (iii) above of this
paragraph (C)

                            (D) "Code" shall mean the Internal Revenue Code
of 1986, as amended from time to time.

                           (E) "Continuing Directors" means directors who
were directors of the Corporation at the beginning of the 24-month period ending
on the date the determination is made or whose election, or nomination for
election by the Corporation's stockholders, was approved by at least a majority
of the directors who are in office at the time of the election or nomination and
who either (i) were directors at the beginning of the period, or (ii) were
elected, or nominated for election, by at least a majority of the directors who
were in office at the time of the election or nomination and were directors at
the beginning of the period.

                             (F) "Corporation" shall mean ALLTEL Corporation and
any successor to its business or assets, by operation of law or otherwise.

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                            (G)     "Date of Termination" shall have the
meaning stated in paragraph (B) of Section 6 hereof.

                            (H)     "Disability" shall be deemed the reason
for the termination by the Corporation of the Executive's employment, if, as a
result of the Executive's incapacity due to physical or mental illness, the
Executive shall have been absent from the full-time performance of the
Executive's duties with the Corporation or a Subsidiary for a period of six
consecutive months, the Corporation shall have given the Executive a Notice of
Termination for Disability, and, within 20 business days after the Notice of
Termination is given, the Executive shall not have returned to the full-time
performance of the Executive's duties.

                           (I)      "Executive" shall mean the individual
named in the first paragraph of this Agreement.

                            (J)     "Good Reason" for termination by the
Executive of the Executive's employment shall mean the occurrence, without the
Executive's express written consent, of any one of the following:

                                     (i)      the assignment to the Executive
of any duties inconsistent with the Executive's status as an executive officer
of the Corporation or of a Subsidiary or a substantial adverse alteration in the
nature or status of the Executive's responsibilities from those in effect
immediately prior to the Change in Control;

                                     (ii)     a reduction by the Corporation
in the Executive's annual base salary to any amount less than the Executive's
annual base salary as in effect immediately prior to the Change in Control;

                                    (iii)     the relocation of the principal
executive offices of the Corporation or of a Subsidiary, as the case may be, to
a location more than 35 miles from the location of such offices immediately
prior to the Change in Control or the Corporation's requiring the Executive to
be based anywhere other than the principal executive offices of the Corporation
or of a Subsidiary as the case may be, except for required business travel to an
extent substantially consistent with the Executive's business travel obligations
immediately prior to the Change in Control;

                                     (iv)     the failure by the Corporation
to pay to the Executive any portion of the Executive's current compensation, or
to pay to the Executive any deferred compensation under any deferred
compensation program of the Corporation, within five days after the date the
compensation is due or to pay or reimburse the Executive for any expenses
incurred by him for required business travel;


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                                     (v)      the failure by the Corporation
to continue in effect any compensation plan in which the Executive participates
immediately prior to the Change in Control that is material to the Executive's
total compensation, including but not limited to, stock option, restricted
stock, stock appreciation right, incentive compensation, bonus, and other plans,
unless an equitable alternative arrangement embodied in an ongoing substitute or
alternative plan has been made, or the failure by the Corporation to continue
the Executive's participation therein (or in a substitute or alternative plan)
on a basis not materially less favorable, both in terms of the amount of
compensation provided and the level of the Executive's participation relative to
other participants, than existed immediately prior to the Change in Control;

                                     (vi)     the failure by the Corporation
to continue to provide the Executive with benefits substantially similar to
those enjoyed by the Executive under any of the Corporation's pension,
profit-sharing, life insurance, medical, health and accident, disability, or
other employee benefit plans in which the Executive was participating
immediately prior to the Change in Control; the failure by the Corporation to
continue to provide the Executive any material fringe benefit or perquisite
enjoyed by the Executive immediately prior to the Change in Control; or the
failure by the Corporation to provide the Executive with the number of paid
vacation days to which the Executive is entitled in accordance with the
Corporation's normal vacation policy in effect immediately prior to the Change
in Control; or

                                    (vii)     any purported termination by the
Corporation of the Executive's employment that is not effected in accordance
with a Notice of Termination satisfying the requirements of paragraph (A) of
Section 6 hereof.

                            (K)     "Notice of Termination" shall have the
meaning stated in paragraph (A) of Section 6 hereof.

                           (L)      "Payment Trigger" shall mean the
occurrence of a Change in Control during the term of this Agreement coincident
with or followed (i) at any time before the end of the 12th month immediately
following the month in which the Change in Control occurred, by the termination
of the Executive's employment with the Corporation or a Subsidiary for any
reason other than (A) by the Executive without Good Reason, (B) by the
Corporation as a result of the Disability of the Executive or with Cause or, (C)
as a result of the death of the Executive or (ii) in the event the Executive
remains continuously employed by the Corporation or a Subsidiary until the end
of the 12th month immediately following the month in which the Change in Control
occurred, the termination of the Executive's employment with the Corporation or
a Subsidiary, at any time during the three month period immediately following
the expiration of such 12-month period, for any reason other than (A) by the
Corporation as a result of the Disability of the Executive or (B) as a result of
the death of the Executive.

                           (M)      "Person" shall have the meaning given in
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to
time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a
Person shall not include (i) the Corporation or any Subsidiary, (ii) a trustee
or other fiduciary holding securities under an employee benefit plan of the
Corporation or any Subsidiary, or (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities.


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<PAGE>

                           (N)      "Subsidiary" shall mean any corporation or
other entity or enterprise, whether incorporated or unincorporated, of which at
least a majority of the securities or other interests having by their terms
ordinary voting power to elect a majority of the board of directors or others
serving similar functions with respect to such corporation or other entity or
enterprise is owned by the Corporation or other entity or enterprise of which
the Corporation directly or indirectly owns securities or other interests having
all the voting power.

         2. Term of Agreement. This Agreement shall become effective on the date
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hereof and, subject to the second sentence of this Section 2, shall continue in
effect until the earliest of (i) a Date of Termination in accordance with
Section 6 or the death of the Executive shall have occurred prior to a Change in
Control, (ii) if a Payment Trigger shall have occurred during the term of this
Agreement, the performance by the Corporation of all its obligations, and the
satisfaction by the Corporation of all its obligations and liabilities, under
this Agreement, (iii) the ten year anniversary of the date of this Agreement if,
as of that ten year anniversary, a Change in Control shall not have occurred and
be continuing, or (iv) in the event, as of the ten year anniversary of the date
of this Agreement, a Change in Control shall have occurred and be continuing,
either the expiration of such period thereafter within which a Payment Trigger
does not or can not occur or the ensuing occurrence of a Payment Trigger and the
performance by the Corporation of all of its obligations and liabilities under
this Agreement. Any Change in Control during the term of this Agreement that for
any reason ceases to constitute a Change in Control or is not followed by a
Payment Trigger shall not effect a termination or lapse of this Agreement. Any
transfer of the Executive's employment from the Corporation to a Subsidiary,
from a Subsidiary to the Corporation, or from one Subsidiary to another
Subsidiary shall not constitute a termination of the Executive's employment for
purposes of this Agreement.

         3.  General Provisions.
             ------------------
                (A) The Corporation hereby represents and warrants to the
Executive as follows: The execution and delivery of this Agreement and the
performance by the Corporation of the actions contemplated hereby have been duly
authorized by all necessary corporate action on the part of the Corporation.
This Agreement is a legal, valid and legally binding obligation of the
Corporation enforceable in accordance with its terms. Neither the execution or
delivery of this Agreement nor the consummation by the Corporation of the
actions contemplated hereby (i) will violate any provision of the certificate of
incorporation or bylaws (or other charter documents) of the Corporation, (ii)
will violate or be in conflict with any applicable law or any judgment, decree,
injunction or order of any court or governmental agency or authority, or (iii)
will violate or conflict with or constitute a default (or an event of which,
with notice or lapse of time or both, would constitute a default) under or will
result in the termination of, accelerate the performance required by, or result
in the creation of any lien, security interest, charge or encumbrance upon any
of the assets or properties of the Corporation under, any term or provision of
the certificate of incorporation or bylaws (or other charter documents) of the
Corporation or of any contract, commitment, understanding, arrangement,

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agreement or restriction of any kind or character to which the Corporation is a
party or by which the Corporation or any of its properties or assets may be
bound or affected.

                   (B) No amount or benefit shall be payable under this
Agreement unless there shall have occurred a Payment Trigger during the term of
this Agreement. In no event shall payments in accordance with this Agreement be
made in respect of more than one Payment Trigger.

                  (C) This Agreement shall not be construed as creating an
express or implied contract of employment and, except as otherwise agreed in
writing between the Executive and the Corporation, the Executive shall not have
any right to be retained in the employ of the Corporation or of a Subsidiary.
Notwithstanding the immediately preceding sentence or any other provision of
this Agreement, no purported termination of the Executive's employment that is
not effected in accordance with a Notice of Termination satisfying paragraph (A)
of Section 6 shall be effective for purposes of this Agreement. The Executive's
right, following the occurrence of a Change in Control, to terminate his
employment under this Agreement for Good Reason shall not be affected by the
Executive's Disability or incapacity. The Executive's continued employment shall
not constitute consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason under this Agreement.

         4.  Payments Due Upon a Payment Trigger.
             -----------------------------------
                    (A) The Corporation shall pay to the Executive the payments
described in this Section 4 upon the occurrence of a Payment Trigger during the
term of this Agreement.

                    (B) Upon the occurrence of a Payment Trigger during the term
of this Agreement, the Corporation shall pay to the Executive a lump sum
payment, in cash, equal to the product of:

                    (i)    three multiplied by

                   (ii)    the sum of --

                           (a) the higher of the Executive's annual base salary
                  in effect immediately prior to the occurrence of the Change in
                  Control or the Executive's annual base salary in effect
                  immediately prior to the Payment Trigger, plus

                           (b) the higher of the aggregate maximum amounts
                  payable to the Executive pursuant to all incentive
                  compensation plans for the fiscal year or other measuring
                  period commencing coincident with or most recently prior to
                  the date on which the Change in Control occurs or the

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                  aggregate maximum amounts payable to the Executive pursuant to
                  all incentive compensation plans for the fiscal year or other
                  measuring period commencing coincident with or most recently
                  prior to the date on which the Payment Trigger occurs, in each
                  case, assuming that the Executive were continuously employed
                  by the Corporation or a Subsidiary on the terms and
                  conditions, including, without limitation, the terms of the
                  incentive plans, in effect immediately prior to the Change in
                  Control or Payment Trigger, whichever applies, until the last
                  day of that fiscal year or other measuring period.

The amount determined under the foregoing provisions of this paragraph (B) shall
be reduced by any cash severance benefit otherwise paid to the Executive under
any applicable severance plan or other severance arrangement. For purposes of
this paragraph (B), amounts payable to the Executive pursuant to an incentive
compensation plan for the fiscal year or other measuring period commencing
coincident with or most recently prior to the date on which the Change of
Control or Payment Trigger, as applicable, occurs (the "applicable year/period")
shall not include amounts attributable to a fiscal year or other measuring
period that commenced prior to the applicable year/period and that become
payable during the applicable year/period. For purposes of this paragraph (B),
incentive compensation plans shall include, without limitation, the ALLTEL
Corporation Performance Incentive Compensation Plan as in effect from time to
time, the ALLTEL Corporation Long-Term Performance Incentive Compensation Plan
as in effect from time to time, and any incentive bonus plan or arrangement that
provides for payment of cash compensation, and shall exclude, without
limitation, the ALLTEL Corporation Executive Deferred Compensation Plan as in
effect from time to time, any plan qualified or intended to be qualified under
Section 401(a) of the Code and any plan supplementary thereto, executive fringe
benefits, and any plan or arrangement under which stock, stock options, stock
appreciation rights, restricted stock or similar options, stock, or rights are
issued.

                    (C) Notwithstanding any provision of any incentive
compensation plan, including, without limitation, any provision of any incentive
plan requiring continued employment after the completed fiscal year or other
measuring period, the Corporation shall pay to the Executive a lump sum amount,
in cash, equal to the amount of any incentive compensation that has been
allocated or awarded to the Executive for a completed fiscal year or other
measuring period preceding the occurrence of a Payment Trigger under any
incentive compensation plan but has not yet been paid to the Executive.

                    (D) The payments provided for in paragraphs (B) and (C) of
this Section 4 shall be made not later than the fifth day following the
occurrence of a Payment Trigger, unless the amounts of such payments cannot be
finally determined on or before that day, in which case, the Corporation shall
pay to the Executive on that day an estimate, as reasonably determined in good
faith by the Corporation, of the minimum amount of the payments to which the

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Executive is clearly entitled and shall pay the remainder of the payments
(together with interest at the rate provided in Section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined but in no event later than
the thirtieth day after the occurrence of a Payment Trigger. In the event the
amount of the estimated payments exceeds the amount subsequently determined to
have been due, the excess shall constitute a loan by the Corporation to the
Executive, payable on the fifth business day after demand by the Corporation
(together with interest at the rate provided in Section l274(b)(2)(B) of the
Code). At the time that payments are made under this Section 4, the Corporation
shall provide the Executive with a written statement setting forth the manner in
which the payments were calculated and the basis for the calculations including,
without limitation, any opinions or other advice the Corporation has received
from outside counsel, auditors or consultants (and any opinions or advice that
are in writing shall be attached to the statement).

           5.  Gross-Up Payments.
               -----------------
                    (A) This Section 5 shall apply if a Payment Trigger shall
have occurred during the term of this Agreement.

                    (B) In the event it shall be determined that any payment or
distribution by the Corporation or other amount with respect to the Corporation
to or for the benefit of the Executive, whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this Section
5 (a "Payment"), is (or will be) subject to the excise tax imposed by Section
4999 of the Code or any interest or penalties are (or will be) incurred by the
Executive with respect to the excise tax imposed by Section 4999 of the Code
with respect to the Corporation (the excise tax, together with any interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), the
Executive shall be entitled to receive an additional cash payment (a "Gross-Up
Payment") from the Corporation in an amount equal to the sum of the Excise Tax
and an amount sufficient to pay the cumulative Excise Tax and all cumulative
income taxes (including any interest and penalties imposed with respect to such
taxes) relating to the Gross-Up Payment so that the net amount retained by the
Executive is equal to all payments received pursuant to the terms of this
Agreement or otherwise less income taxes (but not reduced by the Excise Tax).

                    (C) Subject to the provisions of paragraph (D) of this
Section 5, all determinations required to be made under this Section 5,
including whether and when a Gross-Up Payment is required and the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at the
determination, shall be made by a nationally recognized certified public
accounting firm designated by the Executive (the "Accounting Firm") which shall
provide detailed supporting calculations both to the Corporation and the
Executive within 30 days after the receipt of notice from the Executive that
there has been a Payment, or such earlier time as is requested by the
Corporation. In the event that at any time relevant to this Agreement the
Accounting Firm is serving as accountant or auditor for the individual, entity
or group or Person effecting the Change in Control, the Executive shall appoint
another nationally recognized certified public accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Corporation. Any Gross-Up Payment, as

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<PAGE>

determined in accordance with this Section 5, shall be paid by the Corporation
to the Executive within five days after the receipt of the Accounting Firm's
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive, it shall so indicate to the Executive in writing. Any
determination by the Accounting Firm shall be binding upon the Corporation and
the Executive. As a result of uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm, it is
possible that Gross-Up Payments that the Corporation should have made will not
have been made (an "Underpayment"), consistent with the calculations required to
be made hereunder. In the event the Corporation exhausts its remedies in
accordance with paragraph (D) of this Section 5 and the Executive thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of Underpayment that has occurred and the Underpayment
shall be promptly paid by the Corporation to or for the benefit of the
Executive.

                    (D) The Executive shall notify the Corporation in writing of
any claim by the Internal Revenue Service that, if successful, would require a
Gross-Up Payment (that has not already been paid by the Corporation). The
notification shall be given as soon as practicable but no later than ten
business days after the Executive is informed in writing of the claim and shall
apprize the Corporation of the nature of the claim and the date on which the
claim is requested to be paid. The Executive shall not pay the claim prior to
the expiration of the 30-day period following the date on which the Executive
gives notice to the Corporation or any shorter period ending on the date that
any payment of taxes with respect to the claim is due. If the Corporation
notifies the Executive in writing prior to the expiration of the 30-day period
that it desires to contest the claim, the Executive shall:

                            (i)     give the Corporation any information
reasonably requested by the Corporation relating to the claim;

                           (ii)     take any action in connection with
contesting the claim as the Corporation shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation with
respect to the claim by an attorney reasonably selected by the Corporation;

                           (iii)    cooperate with the Corporation in good
faith in order effectively to contest the claim; and

                           (iv)     permit the Corporation to participate in
any proceedings relating to the claim.

The Corporation shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with the contest and
shall indemnify and hold the Executive harmless, on an after-tax basis, for any
Excise Tax or income tax (including interest and penalties with respect thereto)
imposed as a result of the representation and payment of costs and expenses.
Without limitation of the foregoing provisions of this Section 5, the


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Corporation shall control all proceedings taken in connection with the contest
and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings, and conferences with the taxing authority in
respect of the claim and may, at its sole option, either direct the Executive to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner, and the Executive agrees to prosecute the contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in
one or more appellate courts, as the Corporation shall determine. If the
Corporation directs the Executive to pay the claim and sue for a refund, the
Corporation shall advance the amount of the payment to the Executive, on an
interest-free basis, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to the advance or with
respect to any imputed income with respect to the advance; and any extension of
the statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which the contested amount is claimed to be due
shall be limited solely to the contested amount. The Corporation's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.

                  (E) If, after the receipt by the Executive of an amount
advanced by the Corporation pursuant to paragraph (D) of this Section 5, the
Executive becomes entitled to receive any refund with respect to the claim, the
Executive shall, subject to the Corporation's compliance with the requirements
of paragraph (D) of this Section 5, promptly pay to the Corporation the amount
of the refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Corporation pursuant to paragraph (D) of this Section 5, a
determination is made that the Executive shall not be entitled to any refund
with respect to the claim and the Corporation does not notify the Executive in
writing of its intent to contest the denial of refund prior to the expiration of
30 days after the determination, then the advance shall be forgiven and shall
not be required to be repaid and the amount of the advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.

                  (F)  Notwithstanding any other provision of this Section 5,
to the extent that the Executive is entitled to a tax "gross-up" payment with
respect to a Payment from the Corporation, any Subsidiary, or any affiliate of
the Corporation under any other agreement, the foregoing provisions of this
Section 5 shall not apply to that Payment.

         6.  Termination Procedures.
             ----------------------
                    (A) During the term of this Agreement, any purported
termination of the Executive's employment (other than by reason of death) shall
be communicated by written Notice of Termination from one party hereto to the
other party hereto in accordance with Section 10 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a written notice that indicates

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the specific termination provision in this Agreement relied upon, and, if
applicable, the notice shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated. Further, a Notice of Termination
for Cause shall include a copy of a resolution duly adopted by the affirmative
vote of not less than a majority of the entire membership of the Board at a
meeting of the Board that was called and held for the purpose of considering the
termination finding that, in the informed, reasonable, good faith judgment of
the Board, the Executive was guilty of conduct set forth in the definition of
Cause in Section 1(B), and specifying the particulars thereof in detail.

                    (B) "Date of Termination" with respect to any purported
termination of the Executive's employment during the term of this Agreement
(other than by reason of death) shall mean (i) if the Executive's employment is
terminated for Disability, 20 business days after Notice of Termination is given
(provided that the Executive shall not have returned to the full-time
performance of the Executive's duties during that 20 business day period) and
(ii) if the Executive's employment is terminated for any other reason, the date
specified in the Notice of Termination, which, in the case of a termination by
the Corporation, shall not be less than ten business days except in the case of
a termination for Cause, and, in the case of a termination by the Executive,
shall not be less than ten business days nor more than 20 business days,
respectively, after the date such Notice of Termination is given.

         7. No Mitigation. The Executive shall not be required to seek other
            -------------
employment or to attempt in any way to reduce any amounts payable to the
Executive by the Corporation pursuant to this Agreement. Further, the amount of
any payment or benefit provided for in this Agreement shall not be reduced by
any compensation earned by the Executive as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Executive to the Corporation or a Subsidiary, or otherwise.

         8.  Disputes.
             --------
                   (A) If a dispute or controversy arises out of or in
connection with this Agreement, the parties shall first attempt in good faith to
settle the dispute or controversy by mediation under the Commercial Mediation
Rules of the American Arbitration Association before resorting to arbitration or
litigation. Thereafter, any remaining unresolved dispute or controversy arising
out of or in connection with this Agreement shall, upon a written notice from
the Executive to the Corporation either before suit thereupon is filed or within
20 business days thereafter, be settled exclusively by arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association in
a city located within the continental United States designated by the Executive.
Judgment may be entered on the arbitrator's award in any court having
jurisdiction. The Executive shall, however, be entitled to seek specific
performance of the Corporation's obligations hereunder during the pendency of
any dispute or controversy arising under or in connection with this Agreement.

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                   (B) Any legal action concerning this Agreement, other than a
mediation or an arbitration described in paragraph (A) of this Section 8,
whether instituted by the Corporation or the Executive, shall be brought and
resolved only in a state court of competent jurisdiction located in the
territory that encompasses the city, county, or parish in which the Executive's
principal residence is located at the time such action is commenced. The
Corporation hereby irrevocably consents and submits to and shall take any action
necessary to subject itself to the personal jurisdiction of that court and
hereby irrevocably agrees that all claims in respect of the action shall be
instituted, heard, and determined in that court. The Corporation agrees that
such court is a convenient forum, and hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of the action. Any final judgment in the action may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

                   (C) The Corporation shall pay all costs and expenses,
including attorneys' fees and disbursements, of the Corporation and, at least
monthly, the Executive in connection with any legal proceeding (including
arbitration), whether or not instituted by the Corporation or the Executive,
relating to the interpretation or enforcement of any provision of this
Agreement, provided that if the Executive instituted the proceeding and the
judge, arbitrator, or other individual presiding over the proceeding
affirmatively finds that the Executive instituted the proceeding in bad faith,
the Executive shall pay all costs and expenses, including attorney's fees and
disbursements, of Executive and the Corporation. The Corporation shall pay
prejudgment interest on any money judgment obtained by Executive as a result of
such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the
Code.

         9.  Successors; Binding Agreement.
             -----------------------------
                   (A) In addition to any obligations imposed by law upon any
successor to the Corporation, the Corporation shall require any successor
(whether direct or indirect, by purchase, merger, consolidation, or otherwise)
to all or substantially all of the business or assets of the Corporation
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Corporation would be required to perform it if no
such succession had taken place. Failure of the Corporation to obtain the
assumption and agreement prior to the effectiveness of any succession shall be a
breach of this Agreement and shall entitle the Executive to compensation from
the Corporation in the same amount and on the same terms as the Executive would
be entitled to hereunder if the Executive were to terminate his employment for
Good Reason immediately after a Change in Control and during the term of this
Agreement, except that, for purposes of implementing the foregoing, the date on
which any succession becomes effective shall be deemed the Payment Trigger
occasioned by the foregoing deemed termination of employment for Good Reason
immediately following a Change in Control. The provisions of this Section 9
shall continue to apply to each subsequent employer of Executive bound by this
Agreement in the event of any merger, consolidation, or transfer of all or
substantially all of the business or assets of that subsequent employer.

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<PAGE>

                   (B) This Agreement shall inure to the benefit of and be
enforceable by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees. If the
Executive shall die while any amount would be payable to the Executive hereunder
(other than amounts which, by their terms, terminate upon the death of the
Executive) if the Executive had continued to live, the amount, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives, or administrators of the Executive's
estate.

         10. Notices. For the purpose of this Agreement, notices and all other
             -------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below, or to such other address as either party
may have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon actual receipt:

                                     To the Corporation:

                         ALLTEL Corporation
                         One Allied Drive
                         Little Rock, Arkansas 72202
                         Attention: Chairman of the Board

                         To the Executive:

                         Michael T. Flynn
                         100 Hickory Creek Circle
                         Little Rock, Arkansas 72212

         11. Miscellaneous. No provision of this Agreement may be modified,
             -------------
waived, or discharged unless such waiver, modification, or discharge is agreed
to in writing and signed by the Executive and an officer of the Corporation
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not expressly set forth in this
Agreement. The validity, interpretation, construction, and performance of this
Agreement shall be governed by the laws of the State of Delaware. All references
to sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state, or
local law and any additional withholding to which the Executive has agreed.

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         12. Validity. The invalidity or unenforceability of any provision of
             --------
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.

         13. Counterparts. This Agreement may be executed in several
             ------------
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date set forth above.


                                                         ALLTEL CORPORATION

Attest:

/s/ John L. Comparin                                     By/s/ Joe T. Ford
-----------------------                                    ---------------------
Name:                                                      Name:
Title:                                                     Title:



Witness:

                                                        By /s/Michael T. Flynn
                                                           ---------------------
-----------------------                                    Michael T. Flynn





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