Exhibit 10(m)


                               ALLTEL CORPORATION
                               EXCESS BENEFIT PLAN
                          (January 1, 1996 Restatement)

                                    ARTICLE I

                                    Preamble


             Section 1.01.  Restatement.  The ALLTEL Corporation Excess
Benefit Plan, established effective as of January 1, 1988, as heretofore
amended, is hereby amended and restated in its entirety, effective as of
January 1, 1996, but with respect only to employees whose employment with the
Company and all members of the Controlled Group terminates after 1995.

             Section 1.02.  Purpose.  The purpose of the Plan is solely to
provide benefits in excess of the limitations of Section 415 and
Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, or
corresponding provisions of any subsequent federal tax laws ("Code"), to a
select group of management or highly compensated employees.

             Section 1.03.  Funding.  The Plan is unfunded, and the rights,
if any, of any person to any benefits hereunder shall be the same as any
unsecured general creditor of the Company.  The benefits payable under the
Plan shall be paid by the Company from its general assets.


                                   ARTICLE II

                         Definitions and Interpretation


             Section 2.01.  Definitions.  When the initial letter of a word
or phrase is capitalized herein, such word or phrase shall have the meaning
hereinafter set forth:

         (a)      "Beneficiary" means the beneficiary, if any, designated by
                  a Participant in accordance with Section 2.07.

         (b)      "Board" means the Board of Directors of the Company.

         (c)      "CEO" shall mean the Chief Executive Officer of the Company.

         (d)      "Committee" shall mean the Compensation Committee of the
                  Board.

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         (e)      "Company" means ALLTEL Corporation, a Delaware corporation,
                  its successors and survivors resulting from any merger or
                  acquisition of ALLTEL Corporation with or by any other
                  corporation or other entity or enterprise.

         (f)      "Excess Compensation" means the portion of a Participant's
                  compensation for a Plan Year that is not considered
                  Compensation under the Profit-Sharing Plan or Thrift Plan,
                  as applicable, because of the limitations of
                  Section 401(a)(17) of the Code, determined without regard to
                  the provisions of Section 4.02.

         (g)      "Participant" means a participant under the Profit-Sharing
                  Plan, the Pension Plan, the Thrift Plan, or any combination
                  of those plans (i) who has been designated by the Committee
                  or the CEO as being eligible to participate in the Plan,
                  (ii) who has agreed to be bound by the provisions of the
                  Plan on a form provided by the Company, and (iii) who is or
                  may be, or whose beneficiaries are or may be, entitled to
                  benefits under the Plan.

         (h)      "Pension Plan" means the ALLTEL Corporation Pension Plan"
                  as amended from time to time.

         (i)      "Plan" means the "ALLTEL Corporation Excess Benefit Plan"
                  as set forth herein and as it may be amended from time to
                  time hereafter.

         (j)      "Profit-Sharing Plan" means the "ALLTEL Corporation
                  Profit-Sharing Plan" as amended from time to time.

         (k)      "Profit-Sharing Plan Excess Benefit Account" means the book
                  reserve established for each Participant to which shall be
                  credited his benefit, if any, under Article III of the Plan.

         (l)      "Thrift Plan" means the "ALLTEL Corporation Thrift Plan" as
                  amended from time to time.

         (m)      "Thrift Plan Excess Benefit Account" means the book reserve
                  established for each Participant to which shall be credited
                  his benefit, if any, under Article IV of the Plan.

         (n)      "Thrift Plan 401(a)(17) Measuring Period" means each
                  twelve-month period beginning on and after January 1, 1996
                  used under the Thrift Plan as the measuring period for

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                  purposes of complying with the limitations of
                  Section 401(a)(17) of the Code.

When the initial letter of a word or phrase is capitalized herein and the
word or phrase is not defined above, in this Section 2.01, the word or phrase
shall have the meaning provided in the Profit-Sharing Plan, the Pension Plan,
or the Thrift Plan, as applicable.

         Section 2.02.  Construction and Governing Law.

         (a)      The Plan shall be construed, enforced, and administered and
                  the validity thereof determined in accordance with the laws
                  of the State of Delaware, to the extent that applicable
                  federal law does not apply to the Plan.

         (b)      Words used herein in the masculine gender shall be
                  construed to include the feminine gender where appropriate
                  and the words used herein in the singular or plural shall
                  be construed as being in the plural or singular where
                  appropriate.


                                   ARTICLE III

                          Profit-Sharing Plan Benefits


         Section 3.01.  Allocations.  If, for any Plan Year during which an
employee is a Participant, the allocation of contributions and forfeitures
made to the Participant's account under the Profit-Sharing Plan is less than
the allocation that would have been made to the Participant's account under
the Profit-Sharing Plan but for the application of the limitations under
Section 401(a)(17) of the Code, the Participant's Profit-Sharing Plan Excess
Benefit Account shall be credited with an amount equal to the percentage of
Compensation allocated to Participants (as defined in the Profit-Sharing
Plan) in the same "Region" as the Participant under the Profit-Sharing Plan
for that Plan Year multiplied by the Participant's Excess Compensation for
that Plan Year; determined without regard to the limitation under Section 415
of the Code.  Credits to the Participant's Profit-Sharing Plan Excess Benefit
Account shall occur as of the date(s) the allocation(s) of contributions and
forfeitures to the Participant's account under the Profit-Sharing Plan
occur(s).

         Section 3.02.  Gain (Loss) Adjustments.  The balance of a
Participant's Profit-Sharing Plan Excess Benefit Account shall be credited
with gain (or debited with loss) equal to the gain (or loss) the balance
would have experienced had it been invested in the Trust Fund of the
Profit-Sharing Plan at the same time(s) and in the same manner as an account
under the Profit-Sharing Plan.

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         Section 3.03.  Vesting.  A Participant's Profit-Sharing Plan Excess
Benefit Plan Account shall vest at the same time(s) in the same manner, and
to the same extent as the Participant's account under the Profit-Sharing Plan.

         Section 3.04.  Payment of Profit-Sharing Excess Benefit Account.
The Profit-Sharing Plan Excess Benefit Account of a Participant shall, to the
extent vested, be paid to the Participant, or to the Beneficiary of such
Participant in the event of his death before receipt of all benefits to which
he is entitled hereunder in respect of his Profit-Sharing Plan Excess Benefit
Plan Account [in annual installments over a five-year period beginning as of
the first date benefits are payable to a Participant or Beneficiary under the
Profit-Sharing Plan.  The amount of each installment shall be determined by
multiplying the value of the amount of the Profit-Sharing Plan Excess Benefit
Account to be distributed by a fraction, the numerator of which is one and
the denominator of which is the total number of installments remaining to be
paid.]


                                   ARTICLE IV

                              Thrift Plan Benefits


         Section 4.01.  Accounts.  The Company shall maintain a Thrift Plan
Excess Benefit Account on its books for each Participant whose annual
additions to the Thrift Plan have been (or would have been, but for the
application of Sections 401(k), 401(m), and 402(g) of the Code) restricted by
the limitations of Section 401(a)(17) of the Code.

         Section 4.02.  Deferrals and Allocations to Accounts.  A Participant
may elect to reduce his Excess Compensation for a Thrift Plan 401(a)(17)
Limitation Measuring Period by an amount not in excess of the amount
determined for each period by the Company, and such amount shall be credited
to the Participant's Thrift Plan Excess Benefit Account.  Any such election
shall be in writing on a form provided therefor by the Company, shall be
irrevocable and shall be delivered to the Company prior the first day of the
Thrift Plan 401(a)(17) Limitation Measuring Period to which it relates.
Notwithstanding the immediately preceding sentence, such election may be
delivered during the Thrift Plan 401(a)(17) Limitation Measuring Period in
which an employee first becomes a Participant with respect to the Thrift
Plan, but with respect only to Excess Compensation attributable to services
performed subsequent to delivery of the election, provided that the
Participant delivers the election to the Company within 30 days after his

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designation of eligibility to become a Participant.  There shall also be
credited to such Participant's Thrift Plan Excess Benefit Account an amount
equal to the Employer Contributions that would have been made to the Thrift
Plan with respect to the Participant's compensation reductions under this
Section 4.02 if such reductions (to the extent of 6% of the Participant's
Excess Compensation) had been Matched Salary Deferral Contributions under the
Thrift Plan and the Thrift Plan contained no limitation with respect to
Section 401(a)(17) of the Code, Section 415 of the Code, Section 402(g) of
the Code, Section 401(k) of the Code, and Section 401(m) of the Code, to the
extent that the Participant has not received from the Thrift Plan or
otherwise a payment in respect of the limitation under the Code.  In
accordance with rules established by the Company, compensation deferred by a
Participant under the ALLTEL Corporation Executive Deferred Compensation
Plan, the ALLTEL Corporation Performance Incentive Compensation Plan, and the
ALLTEL Corporation Long-Term Performance Incentive Plan may be taken into
account as compensation reductions for purposes only of determining credits
to the Participant's Thrift Plan Excess Benefit Plan Account under the
immediately preceding sentence.  Credits to a Participant's Thrift Plan
Excess Benefit Account under this Section 4.02 shall occur at the same
time(s) and in the same manner as such credits would have been made to the
appropriate accounts under the Thrift Plan if the amount(s) of such credits
had been Salary Deferral Contributions under the Thrift Plan or Employer
Contributions under the Thrift Plan, as applicable.

         Section 4.03.  Gain (Loss) Adjustments.  As of the last day of each
valuation period of the Profit-Sharing Plan preceding the date as of which
the Thrift Plan Excess Benefit Account is paid pursuant to Section 4.05, the
balance of each Participant's Thrift Plan Excess Benefit Account, less the
amount of any credits under Section 4.02 occurring as of any date within such
valuation period, shall be credited with gain (or debited with loss) equal to
the gain (or loss) the balance (minus the credits) would have experienced had
it been invested in the Trust Fund of the Profit-Sharing Plan at the same
time(s) and in the same manner as an employer contribution account under the
Profit-Sharing Plan.

         Section 4.04.  Vesting.  A Participant's Thrift Plan Excess Benefit
Plan Account attributable to credits with respect to Employer Contributions
shall vest in accordance with the vesting provisions of the Thrift Plan.  A
Participant's Thrift Plan Excess Benefit Plan Account attributable to his
Excess Compensation reductions under the Plan shall be fully vested.

         Section 4.05.  Payment of Thrift Plan Excess Benefit Account.  The
Thrift Plan Excess Benefit Account of a Participant shall, to the extent

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vested, be paid to the Participant, or to the Beneficiary of such Participant
in the event of his death before receipt of all benefits to which he is
entitled hereunder in respect of his Thrift Plan Excess Benefit Plan Account
in a single lump sum payment as of the first date following the Participant's
termination of employment covered by the Profit-Sharing Plan on which
benefits are payable to the Participant or Beneficiary under the
Profit-Sharing Plan.


                                    ARTICLE V

                      Retirement and Spousal Death Benefits


         Section 5.01.  Eligibility.  A Participant who is entitled to a
vested Pension under the Pension Plan shall be eligible for a retirement
benefit under this Article V as hereinafter provided.  A Spouse who is
entitled to a vested Qualified Preretirement Survivor Annuity under the
Pension Plan shall be eligible for a Spouse death benefit under this
Article V as hereinafter provided.

         Section 5.02.  Amount of Retirement Benefit.  The retirement benefit
payable under the Plan to a Participant who is eligible therefor shall be
determined as follows:

                  (i)  the regular Pension (on a single-life-only
         basis payable commencing at the later of age 65 or the
         Participant's Retirement) that the Participant would
         receive under the Pension Plan if the Pension Plan were not
         subject to (and contained no provisions with respect to)
         Section 415 of the Code or Section 401(a)(17) of the Code;

         reduced by -

                  (ii)  the regular Pension payable to the
         Participant (on a single-life-only basis payable commencing
         at the later of age 65 or the Participant's Retirement,
         regardless of the actual form of payment or timing of
         commencement of payment) under the Pension Plan,
         determined, if the Participant has not attained his Social
         Security Retirement Age on the date the retirement benefit
         under the Plan is to commence, according to a projection
         based upon the advice of the Actuary of the cost-of-living
         increase(s) in the limitation under Section 415 of the Code
         expected to have become effective as of the date the
         Participant would attain his Social Security Retirement Age;

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         and, if applicable, further reduced by -

                  (iii)  if the Participant has not attained age 65
         on the date the retirement benefit under the Plan is to
         commence, the amount of the retirement benefit shall be
         reduced for commencement prior to age 65 to the same extent
         (if any) that the Participant's Pension under the Pension
         Plan would have been reduced for commencement prior to age
         65 if it had commenced as of the date the retirement
         benefit under the Plan commenced.

         Section 5.03.  Amount of Spouse Death Benefit.  The Spouse death
benefit payable under the Plan to a Spouse who is eligible therefor shall be
determined as follows:

                  (i)  the Qualified Preretirement Survivor Annuity
         that such Spouse would receive under the Pension Plan based
         on the regular Pension (on a single-life-only basis payable
         commencing at the later of age 65 or the Participant's
         death) the Participant with respect to whom the Spouse
         death benefit is payable would have received if the Pension
         Plan were not subject to (and contained no provisions with
         respect to) Section 415 of the Code or Section 401(a)(17)
         of the Code;

         reduced by -

                  (ii)  the Qualified Preretirement Survivor Annuity
         payable to such Spouse under the Pension Plan (regardless
         of the actual form of payment or timing of commencement of
         payment), based on the regular Pension (on a single-life-only basis 
         payable commencing at the later of age 65 or the Participant's death) 
         the Participant with respect to whom the Spouse death benefit is 
         payable would have received, determined, if the Participant had not
         attained or would not if he had survived have attained his
         Social Security Retirement Age on the date the death
         benefit under the Plan is to commence, according to a
         projection based upon the advice of the Actuary of the
         cost-of living increase(s) in the limitation under Section
         415 of the Code expected to have become effective as of the
         date the Participant would have attained his Social
         Security Retirement Age;

         and, if applicable, further reduced by -

                  (iii)  if the Participant with respect to whom the
         Spouse death benefit is payable had not attained or would
         not if he had survived have attained age 65 on the date the

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         Spouse death benefit under the Plan is to commence, the
         Spouse death benefit shall be reduced for commencement
         prior to age 65 to the same extent (if any) that the
         Qualified Preretirement Survivor Annuity under the Pension
         Plan would have been reduced for commencement prior to the
         Participant's age 65 if it had commenced as of the date the
         death benefit under the Plan commenced.

         Section 5.04.  Vesting.  The benefits under this Article V shall
vest at the same time(s), in the same manner, and to the same extent as the
Participant's Accrued Pension under the Pension Plan.

         Section 5.05.  Form of Payment.  The form of payment of the
retirement benefit or Spouse death benefit as determined under this Article V
shall be a monthly amount payable monthly as of the first day of each month
for the life only of the retired Participant or Spouse, as applicable, except
that, if a Participant receives his Pension benefit under the Pension Plan
commencing as of the same date as the commencement date of his retirement
benefit hereunder, and in a form of payment other than a single-life-annuity
(for the Participant's life), the Committee may, in its sole discretion
exercised on or before the date the first payment thereof is made, direct
that the retired Participant's retirement benefit under the Plan be paid in
the form in which the retired Participant's retirement benefit under the
Pension Plan is paid, in which case the amounts payable under the Plan in the
alternative form of payment shall be the Actuarial Equivalent of the normal
form of payment under the Plan.

         Section 5.06.  Time of Payment.  Payment of a Participant's
retirement benefit under the Plan shall commence as of the first day of the
first month for which the Participant is eligible to commence his Pension
under the Pension Plan.  Any Spouse death benefit under the Plan shall
commence as of the first day of the calendar month next following the later
of the calendar month in which the Participant's death occurs or the calendar
month in which the Spouse could elect to receive a Qualified Preretirement
Survivor Annuity under the Pension Plan.

         Section 5.07.  Adjustments to Benefits.  Notwithstanding any other
provision of the Plan to the contrary:

                  (i)  If the amount of a Participant's Pension or a
         Spouse's Qualified Preretirement Survivor Annuity payable
         under the Pension Plan increases subsequent to the
         computation of or commencement of payment of the retirement
         benefit or Spouse death benefit under the Plan -- by reason
         of an increase or increases in the limitation under
         Section 415 of the Code that were not projected to occur

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         pursuant to clause (iii) of Section 5.02 or clause (ii) of
         Section 5.03, whichever applies; by reason of commencement
         of the Participant's Pension or the Spouse's Qualified
         Preretirement Survivor Annuity under the Pension Plan as of
         a date later than the commencement of the Participant's
         retirement benefit or Spouse's death benefit under the
         Plan; or by reason of payment of the Participant's Pension
         under the Pension Plan in a form part or all of which is
         not subject to the limitations of Section 415 of the Code
         -- the Participant's retirement benefit or Spouse death
         benefit under the Plan shall be reduced prospectively, and
         retroactively if a prospective reduction is not sufficient
         to reflect fully such increase(s), from the effective
         date(s) of such increase(s) by the Actuarial Equivalent of
         such increase(s).

                  (ii)  To the extent that an increase or increases
         in the limitation under Section 415 of the Code projected
         to occur pursuant to clause (ii) of Section 5.02 or
         clause (ii) of Section 5.03, whichever applies, does not or
         do not occur, the Participant's retirement benefit or
         Spouse death benefit under the Plan shall be increased
         prospectively, and retroactively if a prospective increase
         is not sufficient to reflect fully the non-occurrence of
         such increase(s), by the Actuarial Equivalent of such
         increase(s) that did not occur.

                  (iii)  To the extent that a Participant could not
         receive on a current basis the full amount of his Pension
         or a Spouse could not receive on a current basis the full
         amount of Qualified Preretirement Survivor Annuity payable
         under the Pension Plan because of the reduction under the
         limitation of Section 415 of the Code for commencement of
         the benefit thereunder prior to the Participant's Social
         Security Retirement Age, the Participant's retirement
         benefit under the Plan or Spouse death benefit under the
         Plan shall be increased prospectively, and retroactively if
         a prospective increase is not sufficient to reflect fully
         such reduction in the limitation of Section 415 of the
         Code, by the Actuarial Equivalent of such reduction in the
         limitation of Section 415 of the Code.

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                                   ARTICLE VI

                                 Administration


         Section 6.01.  Plan Administrator.  The Plan Administrator shall be
the Company, except that, any discretionary determination provided for in the
Plan with respect to the timing, amount, or form of a Participant's benefit
under the Plan shall be made by the Committee.  The Plan Administrator may
retain auditors, accountants, legal counsel and actuarial counsel selected by
it.  Any person authorized to act on behalf of the Plan Administrator may act
in any such capacity, and any such auditors, accountants, legal counsel and
actuarial counsel may be persons acting in a similar capacity for one or more
members of the Controlled Group and may be employees of one or more members
of the Controlled Group.  The opinion of any such auditor, accountant, legal
counsel or actuarial counsel shall be full and complete authority and
protection in respect to any action taken, suffered or omitted by any person
authorized to act on behalf of the Plan Administrator in good faith and in
accordance with such opinion.  Notwithstanding the foregoing, no person shall
vote or take action on a matter solely with respect to his own Plan benefit.

         Section 6.02.  Expenses.  The Company shall pay all expenses
incurred in the administration of the Plan.

         Section 6.03.  Records.  The Company shall keep such records as
shall be proper, necessary or desirable to effectuate the purposes of the
Plan, including, without in any manner limiting the generality of the
foregoing, records and information with respect to the benefits granted to
Participants, dates of employment and determinations made hereunder.

         Section 6.04.  Legal Incompetency.  The Plan Administrator may, in
its discretion, make or cause to be made payment either directly to an
incompetent or disabled person, or to the guardian of such person, or to the
person having custody of such person, without further liability on the part
of the Company, any member of the Controlled Group, the Plan Administrator,
or any person, for the amounts of such payment to the person on whose account
such payment is made.

         Section 6.05.  Claims Procedure.  The claims procedures provisions
of the Profit-Sharing Plan, Thrift Plan, and the Pension Plan are
incorporated herein by reference and shall apply to benefits under
Article III, Article IV, and Article V, respectively, of the Plan.

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                                   ARTICLE VII

                                  Miscellaneous


         Section 7.01.  Amendments.  The Board from time to time may amend,
suspend, or terminate, in whole or in part, any or all of the provisions of
the Plan, effective prospectively or retroactively, except that no such
action shall permit a Participant to elect to defer the receipt of
compensation with respect to services performed prior to such action or an
election to defer, nor shall any such action shall adversely affect the
rights of any Participant to or the operation of the Plan with respect to any
benefits that have accrued prior to such action.

         Section 7.02.  No Employment Rights.  Neither the establishment or
maintenance of the Plan nor the status of an employee as a Participant shall
give any Participant any right to be retained in employment; and no
Participant and no person claiming under or through such Participant shall
have any right or interest in any benefit under the Plan unless and until the
terms, conditions and provisions of the Plan affecting such Participant shall
have been satisfied.

         Section 7.03.  Nonalienation.  The right of any Participant or any
person claiming under or through a Participant to any benefit or any payment
hereunder shall not be subject in any manner to attachment or other legal
process for the debts of the Participant or person; and the same shall not be
subject to anticipation, alienation, sale, transfer, assignment or
encumbrance.

         Section 7.04.  Limitation of Liability.  No member of the Board and
no officer or employee of any member of the Controlled Group shall be liable
to any person for any action taken or omitted in connection with this Plan,
nor shall any member of the Controlled Group be liable to any person for any
such action or omission.  No person shall, because of the Plan, acquire any
right to an accounting or to examine the books or the affairs of any member
of a Controlled Group.  Nothing in the Plan shall be construed to create any
trust or fiduciary relationship between any member of the Controlled Group
and any Participant or any other person.

         Section 7.05.  Acceleration of Payment.  The Committee in its sole
discretion may accelerate the time of payment of any benefit under the Plan
to the extent that it deems it equitable or desirable under the
circumstances.  Any accelerated payment of a benefit (or portion of a
benefit) under Article V shall be in a single sum payment that is the
Actuarial Equivalent of the benefit (or portion of a benefit) the payment of
which is being accelerated.

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         Section 7.06.  Representative of Board.  The Board may from time to
time designate an individual or committee to carry out any duties or
responsibilities of the Board hereunder.

         Section 7.07.  Designation of Beneficiary.  Each Participant may in
the manner prescribed by the Company designate a Beneficiary in writing to
receive any and all payments to which he may be entitled under Article III
and/or Article IV of the Plan upon his death.  If a Participant fails to
designate a Beneficiary in writing in the manner prescribed by the Company,
any benefits remaining unpaid at his death shall be paid to his surviving
Spouse and if there is no surviving Spouse to the executor or other personal
representative of the Participant to be distributed in accordance with the
Participant's will or applicable law.

         Section 7.08.  Reemployment of a Participant.  In the event of the
reemployment as an employee in any capacity by the Company or a member of the
Controlled Group of a Participant whose employment covered under the Plan has
terminated, payment of his benefits under the Plan shall be suspended during
his period of reemployment to the same extent as payment of his benefits
under the Profit-Sharing Plan, the Thrift Plan, the Pension Plan, as
applicable, are suspended.  The Participant shall accrue additional credit
for purposes of increasing his benefits under the Plan with respect to his
reemployment period only if he again becomes a Participant as provided in
paragraph (g) of Section 2.01.


                                  ARTICLE VIII

                      Merger of Certain Plans Into the Plan


         Section 8.01.  General.  Effective as of the beginning of business
on January 1, 1996 (the "Merger Date"), the Systematics Information Services,
Inc. Excess Benefit Plan (the "Systematics Excess Benefit Plan") and the
Computer Power, Inc. Excess Benefit Plan (the "CPI Excess Benefit Plan")
shall be merged into the Plan and "Participants" in the Systematics Excess
Benefit Plan and the CPI Excess Benefit Plan (as defined therein) as of the
close of business on December 31, 1995 shall (to the extent not already
Participants) become Participants in the Plan.  On and after the Merger Date,
except as otherwise provided in this Article VIII, the general provisions of
the Plan shall govern with respect to amounts credited immediately prior to
the Merger Date under the Systematics Excess Benefit Plan and the Computer
Power, Inc. Excess Benefit Plan.  Notwithstanding any other provision of the
Plan (including this Article VIII) to the contrary, in no event shall the
merger provided for in this Article VIII result in any duplication of

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benefits with respect to the Systematics Excess Benefit Plan, the CPI Excess
Benefit Plan, and the Plan.

         Section 8.02. Merger of Systematics Information Services Inc. Excess 
Benefit Plan.  Effective as of the Merger Date, the book reserve accounts
under the Systematics Excess Benefit Plan shall be maintained as book reserve
accounts under the Plan:

         (a)  Amounts credited immediately prior to the Merger Date to a
         Participant's "Profit-Sharing Excess Benefit Account" under
         Article III of the Systematics Excess Benefit Plan shall be
         maintained on and after the Merger Date in accordance with
         Article III of the Plan.

         (b)  Amounts credited immediately prior to the Merger Date to a
         Participant's Thrift Plan Excess Benefit Account under Article III
         of the Systematics Excess Benefit Plan shall be maintained on and
         after the Merger Date in accordance with Article IV of the Plan.

         (c)  Notwithstanding Section 3.04 of the Plan, amounts credited to a
         Participant's Profit-Sharing Excess Benefit Account attributable to
         the Systematics Excess Benefit Plan shall, to the extent vested, be
         paid to the Participant, or to the Beneficiary of such Participant
         in the event of his death before receipt of all benefits to which he
         is entitled hereunder in respect of his Profit-Sharing Excess
         Benefit Account attributable to the Systematics Excess Benefit Plan,
         in a single lump sum payment as of the first date following the
         Participant's termination of employment covered by the
         Profit-Sharing Plan on which benefits are payable to the Participant
         or Beneficiary under the Profit-Sharing Plan.

         Section 8.03.  Merger of Computer Power, Inc. Excess Benefit Plan.
Effective as of the Merger Date, the book reserve accounts under the CPI
Excess Benefit Plan shall be maintained as book reserve accounts under the
Plan:

         (a)  Amounts credited to a Participant's "Employer Contribution
         Excess Benefit Account" maintained under Article III of the CPI
         Excess Benefit Plan immediately prior to the Merger Date shall be
         maintained on and after the Merger Date in accordance with
         Article III of the Plan.

         (b)  Amounts credited to a Participant's "Salary Deferral Excess
         Benefit Account" maintained under Article IV of the CPI Excess
         Benefit Plan immediately prior to the Merger Date shall be
         maintained on and after the Merger Date in accordance with
         Article IV of the Plan.

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         (c)  Notwithstanding Sections 3.03 and 3.04 of the Plan, amounts
         credited to a Participant's Profit-Sharing Excess Benefit Account
         attributable to the CPI Excess Benefit Plan shall be fully vested
         and shall be paid to the Participant, or to the Beneficiary of such
         Participant in the event of his death before receipt of all benefits
         to which he is entitled hereunder in respect of his Profit-Sharing
         Excess Benefit Account attributable to the CPI Excess Benefit Plan,
         in a single lump sum payment as of the first date following the
         Participant's termination of employment covered by the
         Profit-Sharing Plan on which benefits are payable to the Participant
         or Beneficiary under the Profit-Sharing Plan.

         (d)  Notwithstanding the merger of the CPI Excess Benefit Plan into
         the Plan, the "Company" as defined in the CPI Excess Benefit Plan as
         in effect immediately prior to the Merger Date shall remain liable
         for payment of benefits, if any, attributable to the CPI Excess Plan.


         IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this Plan to be
executed as of this 27th day of October, 1995.

                                           ALLTEL CORPORATION


                                           By /S/ John L. Comparin

                                           Title: V.P. Human Resources

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