ALLTEL CORP
S-3/A, 1999-01-29
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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     As filed with the Securities and Exchange Commission on January 29, 1999

                                                     Registration No. 333-68243

===============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          Amendment No. 1 to Form S-3
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                              ALLTEL Corporation
            (Exact name of registrant as specified in its charter)
 
          Delaware                                              34-0868285
(State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                            Identification No.)

                 One Allied Drive, Little Rock, Arkansas 72202
                                (501) 905-8000
   (Address, including zip code, and telephone number, including area code,
                 of registrant's principal executive offices)

                               FRANCIS X. FRANTZ
                    Executive Vice President-External Affairs
                               One Allied Drive
                          Little Rock, Arkansas 72202
                                (501) 905-8111
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
         If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box.___
         If  any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. X
         If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.___
         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.___
         If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.___


<PAGE>


                 Subject to Completion dated ____________, 1999

PROSPECTUS


                               ALLTEL CORPORATION

                                Debt Securities

         We may offer and sell up to $300,000,000 in principal amount of our
debt securities. We may determine the terms of the debt at a later time. The
debt securities will be unsecured and will rank equally with all of our other
unsecured and unsubordinated debt.

         The prospectus supplement that accompanies this prospectus describes
the securities being offered, as well as the specific terms of the securities.
Those terms may include:

              amount owed at maturity                interest rate
              the maturity date                      redemption terms
              public offering price                  interest payment dates


                                ----------------

Neither the Securities and Exchange Commission nor any other regulatory body has
approved these securities or passed upon the accuracy or truthfulness of this
prospectus. Any representation to the contrary is a criminal offense.

         We may offer the securities in amounts, at prices and on terms
determined by market conditions at the time of offering. We may sell the
securities through agents we select or through underwriters and dealers we
select. If we use agents, underwriters or dealers to sell the securities, we
will name them and describe their compensation in a prospectus supplement.


                                 --------------


The information in this prospectus is not complete and may be changed. ALLTEL
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer is not permitted.


               This Prospectus is dated _________________, 1999.


<PAGE>

                               TABLE OF CONTENTS

ALLTEL
Incorporation of Certain Documents by Reference
Available Information
Use of Proceeds
Selected Financial Information
Description of Securities
Plan of Distribution
Legal Opinions
Experts


                                       2

<PAGE>


      You should rely only on the information contained in this prospectus, in
the accompanying prospectus supplement and in material we file with the
Securities and Exchange Commission. We have not authorized anyone to provide you
with information that is different. We are offering to sell, and are seeking
offers to buy, the securities described in the prospectus only where offers and
sales are permitted. The information contained in this prospectus, the
prospectus supplement and our filings with the SEC is accurate only as of its
date, even though this prospectus and the prospectus supplement may be delivered
or the debt securities may be sold to you at a later time.

                                     ALLTEL
     ALLTEL, a Delaware corporation, is a customer-focused information
technology company that provides wireline and wireless communications and
information services. ALLTEL owns subsidiaries that provide local telephone,
long-distance telephone, network access and internet services, wireless
communications, wide-area paging service, and information processing management
services and advanced applications software. Telecommunications products are
warehoused and sold by ALLTEL's distribution subsidiary. A subsidiary also
publishes telephone directories for affiliated and independent telephone
companies. ALLTEL's principal executive offices are located at One Allied Drive,
Little Rock, Arkansas 72202, telephone (501) 905-8000.

Communications
     ALLTEL's wireline and wireless operations are combined into a single
organization to efficiently develop, deliver and support a broad range of
communication products and services in its geographically clustered markets
primarily located in the Southeast and Midwest United States. ALLTEL's full
product array and geographic focus allows it to bundle various services together
and ALLTEL is now able to offer various combinations of wireline and wireless
telephone, long-distance, internet access, and paging services to its customer
base.
     ALLTEL utilizes a growing fiber optic network to link its markets together,
deploying the latest technologies to support leading-edge communication
services.
     ALLTEL serves over 6 million communication customers and emphasizes local
market presence to attract and retain customers. ALLTEL's direct distribution
network consists of full service retail stores, outlets and kiosks in high
traffic malls and department stores and a direct sales force. Its indirect
distribution network utilizes nationally recognized and local dealers. In
addition, ALLTEL offers centralized, 24-hour a day customer call and service
centers to facilitate timely response to customer inquiries and service requests
and to cross sell additional communications products and services to its
customer base.

Information Services
     ALLTEL Information Services, Inc. provides a wide range of information 
processing services primarily to the financial services and telecommunications
industries through information processing centers that it staffs, equips and 
operates.  Information processing contracts are generally for a multi-year
period. ALLTEL Information Services also develops and markets software worldwide
to financial services and telecommunications companies operating their own 
information processing departments. The principal operating units of ALLTEL 
Information Services' business consist of the Financial Services Division and 
the Telecommunications Division.

     The Financial Services Division markets software and services that have
been developed and improved continuously over the last three decades and are
designed to fulfill substantially all of the retail and wholesale information
processing and management information requirements of financial institutions.

                                       3
<PAGE>

The Financial Services Division also provides data processing and related
computer software and systems to financial institutions originating and/or
servicing single family mortgage loans. This division's software products and
processing services, combined with its team of consultants, are intended to
offer a cost-effective alternative to the extensive technical support staff and
the enlarged group of mortgage bankers which would otherwise have to be
assembled in-house by each customer. The Financial Services Division's on-line
systems automate processing functions required in the origination of mortgage
loans, the management of such loans while in inventory before they are sold in
the secondary market, and their subsequent servicing.
     The Telecommunications Division is primarily engaged in the development and
marketing of billing services and customer care software to local telephone,
wireless and personal communications service companies. In addition, the
Telecommunications Division provides data processing and outsourcing services to
both wireline and wireless telecommunications service providers.

Product Distribution Operations
     ALLTEL Supply, Inc., with warehouses and counter-sales showrooms across the
United States, is a major distributor of telecommunications equipment and
materials. It supplies equipment to affiliated and non-affiliated telephone
companies, business systems suppliers, railroads, governments, and retail and
industrial companies.

Other
      ALLTEL also operates subsidiaries that publish telephone directories and
provide cable television service.


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" information filed with
them, which means that we can disclose important information to you by referring
you directly to those documents. The information incorporated by reference is
considered to be part of this prospectus. In addition, information we file with
the SEC in the future will automatically update and supersede information
contained in this prospectus and the accompanying prospectus supplement. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we sell all of the securities we are offering:

                  ALLTEL's Annual Report on Form 10-K for the year ended
                  December 31, 1997, as amended by Form 10-K/A filed April 24,
                  1998;


                  ALLTEL's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, 1998, June 30, 1998 and September 30, 1998
                  (as amended by Form 10-Q/A filed January 29, 1999); and


                  ALLTEL's Current Reports on Form 8-K dated March 16, 1998,
                  April 21, 1998, June 23, 1998, July 2, 1998 (as amended by
                  Form 8-K/A filed September 2, 1998), and December 2, 1998
                  (as amended by Form 8-K/A filed January 29, 1999).


               We will provide free copies of any of these documents, if you
                  write or telephone us at:

                               Investor Relations
                                One Allied Drive
                           Little Rock, Arkansas 72202

                            Telephone (501) 905-8999

                                       4

<PAGE>

                             AVAILABLE INFORMATION

     We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In particular, the
registration statement includes as exhibits copies of our Indenture, amendments
to the Indenture, and a form of the debt security to be issued. Descriptions in
this prospectus of the provisions of documents filed as an exhibit to the
registration statement or otherwise filed with the SEC are only summaries of the
documents' material terms. If you want a complete description of the content of
the documents, you should obtain the documents yourself by following the
procedures described below.
     We file annual, quarterly and special reports and other information with
the SEC. You may read and copy documents at the SEC's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for information about the operation of the public reference
room. You may also read our SEC filings, including the complete registration
statement and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.

                                 USE OF PROCEEDS

     We intend to use the net proceeds from the sale of these debt securities to
refinance existing debt, to finance acquisitions, as opportunities may arise,
and for other general corporate purposes. Further details relating to the uses
of the net proceeds of any such offering will be set forth in the applicable
prospectus supplement. We expect to engage in additional financing as needs
arise.

                         CERTAIN FINANCIAL INFORMATION
     The following table sets forth certain financial information for ALLTEL.
You should read the following table together with the consolidated financial
statements and accompanying notes of ALLTEL included in the documents under
"Available Information."

                                       5
<PAGE>
<TABLE>
<CAPTION>
                                          Nine Months Ended
                                            September 30,                      Year Ended December 31,
                                      --------------------------     ---------------------------------------------
(Dollars in millions)                   1998(a)       1997(b)           1997(b)        1996(c)         1995(d)
                                        -------       -------           -------        --------        -------
<S>                                     <C>           <C>               <C>            <C>             <C>
Total revenues and sales                $3,821        $3,363            $4,545         $4,239          $3,898

Income before income taxes                $711          $771              $984           $579            $596
Net income                                $374          $458              $589           $351            $353

EBITDA                                  $1,110        $1,216            $1,656         $1,382          $1,354

Capital Expenditures                      $559          $523              $827           $764            $847

Fixed charges                             $226          $216              $293           $262            $298
Ratio of earnings to fixed
   charges  (e)                           3.94          4.34              4.18           3.03            2.92
Long-term debt as a
   percentage of total
    capitalization (end of
    period)                              54.6%         56.8%             57.9%          57.7%           63.0%

<FN>
(a) Net income for the nine months ended September 30,1998 includes pretax gains
    of $296.2 million from the sale of certain investments, principally
    consisting of ALLTEL's investment in MCI WorldCom, Inc. common stock. These
    gains increased net income by $179.8 million or $.65 per share. Net income
    for the nine months ended September 30, 1998 also include $307 million of
    transaction costs and one-time charges related to the closing of the merger
    with 360 Communications Company effective July 1, 1998, and to changes in a
    customer care and billing contract with a major customer. The net income 
    impact of these transaction and one-time charges decreased net income 
    $234.6 million or $.85 per share.

(b) Net income for both the nine months ended September 30, 1997 and for the
    year ended December 31, 1997 include pretax gains of $209.7 million from the
    sale of ALLTEL's healthcare operations and from the sale of certain
    investments, principally consisting of ALLTEL's investment in MCI Worldcom,
    Inc. common stock. These gains increased net income by $121.5 million or
    $.44 per share. Net income for both periods of 1997 also include a pretax
    write-down of $16.9 million to reflect the fair value less cost to sell
    ALLTEL's wire and cable operations. This write-down decreased net income
    $11.7 million or $.04 per share.

(c) Net income for 1996 includes pretax write-downs of $120.3 million to adjust
    the carrying value of certain software and other assets. The write-downs
    decreased net income $72.7 million or $.25 per share.

(d) Net income for 1995 includes pretax gains of $49.8 million from the sale of
    certain wireline properties, partially offset by termination fees of $140.0
    million incurred due to the early retirement of long-term debt and by an
    additional pretax write-down of $5.0 million in the carrying value of
    ALLTEL's check processing operations. The net income impact of these
    transactions increased net income $19.8 million or $.07 per share.

(e) The ratio of earnings to fixed charges was 2.54 and 2.81 for the years ended
    December 31, 1994 and 1993, respectively. For purposes of this calculation,
    earnings consist of the sum of income before income taxes and adjustments
    for minority interests in consolidated subsidiaries and income from equity
    investees, fixed charges, and distributed income of equity investees less
    amounts for capitalized interest, preference security dividend requirements
    of consolidated subsidiaries and the minority interest in pretax income of
    subsidiaries that have not incurred fixed charges.

   Fixed charges consist of interest on indebtedness, amortized expenses related
   to indebtedness, the portion of rental expense representative of the interest
   factor and preference security dividend requirements of consolidated
   subsidiaries.
</FN>
</TABLE>

The following table sets forth ALLTEL's capitalization as of September 30, 1998.

                                                                      % of
(Dollars in millions)                             Outstanding    Capitalization
                                                  -----------   --------------

Long-term debt (including current maturities)     $3,616             54.6%
Preferred stock, redeemable                            5               .1
Preferred stock, non-redeemable                        9               .1
Common equity                                      2,989             45.2
                                                   -----           ------
                                                  $6,619            100.0%
                                                  ======           ======

                                       6
<PAGE>

                            DESCRIPTION OF SECURITIES

     The following description sets forth certain general terms and provisions
of the debt securities to which any prospectus supplement may relate. A
prospectus supplement will describe the particular terms and provisions of, and
the extent to which the general terms and provisions described below may apply
to, a series of debt securities.
     ALLTEL will issue the debt securities under an Indenture between ALLTEL and
Chase Manhattan Trust Company, National Association, which acts as trustee. The
Indenture and its associated documents contain the full legal text of the
matters described in this section. Because this section is a summary, it does
not describe every aspect of the securities, and it is subject to and qualified
in its entirety by reference to all of the provisions of the Indenture,
including the definition of certain terms used in the Indenture. For example, in
this section we capitalize words to signify defined terms that have been given
special meaning in the Indenture. We describe the meaning of only the more
important terms. We also include references in parentheses to certain sections
of the Indenture. When we refer to certain sections or defined terms of the
Indenture in this prospectus or any prospectus supplement, such sections or
defined terms are incorporated by reference here and in the prospectus
supplement.

General

     Each series of debt securities will constitute unsecured and unsubordinated
indebtedness of ALLTEL and will rank on an equal basis with ALLTEL's other
unsecured and unsubordinated indebtedness. You should refer to the prospectus
supplement for the terms of the particular series of securities being offered,
including:

     o   the title of the debt securities of the series;

     o   any limit upon the aggregate Principal amount of the debt securities
         of the series;

     o   the date or dates on which the Principal of the debt securities of
         the series will be payable;

     o   the rate or rates, or manner of calculation, if any, at which the debt
         securities of the series will bear interest, the date or dates from
         which any such interest will accrue and on which such interest will be
         payable, and, with respect to securities of the series in registered
         form, the record date for the interest payable on any interest payment
         date;

     o   the place or places where the Principal of and interest, if any, on
         the debt securities of the series will be payable;

     o   any redemption or sinking fund provisions;

     o   if other than the Principal amount thereof, the portion of the 
         Principal amount of securities of the series that will be payable upon
         declaration of acceleration of the maturity thereof;

     o   whether the debt securities of the series will be issuable in
         registered or bearer form, or both;

                                       7
<PAGE>

     o   the terms upon which a Holder may exchange bearer securities for
         securities in registered form and vice versa;

     o   whether the debt securities will be issued in the form of one or more
         "global securities" through the book-entry system of The Depository
         Trust Company, New York, New York;

     o   whether and under what circumstances ALLTEL will pay additional amounts
         on the debt securities of the series held by a person who is not a U.S.
         person in respect of taxes or similar charges withheld or deducted and,
         if so, whether ALLTEL will have the option to redeem such securities
         rather than pay such additional amounts; and

     o   any additional provisions or other special terms not inconsistent with
         the provisions of the Indenture, including any terms that may be
         required by or advisable under United States law or regulations or
         advisable in connection with the marketing of debt securities of such
         series.

     To the extent not described in this prospectus, Principal and interest, if
any, will be payable, and the debt securities of a particular series will be
transferable, in the manner described in the prospectus supplement relating to
such series.
     Debt securities of any series may be issued as registered securities or
bearer securities, or both, as specified in the terms of the series. The person
in whose name a registered security is registered, and the bearer of an
unregistered security, is referred to in this prospectus and the prospectus
supplement as a "Securityholder" or a "Holder." Debt securities will be issued
in denominations of $1,000 and integral multiples thereof, and bearer securities
will not be offered, sold, resold, or delivered to U.S. persons in connection
with their original issuance.
     If appropriate, the prospectus supplement will describe federal income tax
consequences applicable to a series of debt securities.

Book-Entry System
     ALLTEL may issue debt securities of any series under a book-entry system in
the form of one or more global securities. If ALLTEL chooses to issue debt
securities in the form of global securities, each global security will be
deposited with, or on behalf of, the Depository Trust Company (the
"Depositary"), and will be registered in the name of the Depositary or its
nominee. Upon the issuance of a global security in registered form, the
Depositary will credit, on its book-entry registration and transfer system, the
respective Principal amounts of the debt securities represented by such global
security to the accounts of participants. The Depositary's participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations, some of whom, and/or their representatives, own
the Depositary. Access to the Depositary's book-entry system is also available
to others, such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant, either directly
or indirectly. Ownership of beneficial interests in the global security will be
limited to such participants or persons that may hold interests through
participants. The laws of some jurisdictions may require that certain purchasers
of securities take physical delivery of such securities in definitive form. Such
laws may impair the ability to transfer beneficial interests in a global
security.
     The purpose of the Depositary is to hold securities of its participants and
to facilitate the clearance and settlement of securities transactions among its
participants through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. The Depositary has advised ALLTEL that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York banking law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of

                                       8
<PAGE>

the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of section 17A of the Exchange Act.
     So long as the Depositary or its nominee is the registered owner of a
global security, ALLTEL will consider the Depositary as the sole owner or holder
of the securities represented by such global security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in such
global security:
     o   will not be entitled to have the debt securities registered in their
         names,
     o   will not receive or be entitled to receive physical delivery of
         certificates representing the debt securities, and
     o   will not be considered the owners or Holders of the debt securities 
         under the Indenture.
Accordingly, to exercise any rights of a Holder under the Indenture, each person
owning a beneficial interest in such global security must rely on the procedures
of the Depositary, and if such person is not a participant, on the procedures of
the participant through which such person owns its interest. In the event that 
ALLTEL requests any action of the holders or a beneficial owner desires to take
any action a Holder is entitled to take, the Depositary has informed ALLTEL that
it would act upon the instructions of, or authorize, the participant to take 
such action.
     ALLTEL will make payment of Principal of and interest on debt securities
represented by a global security to the Depositary or its nominee, as the case
may be, as the registered owner and Holder of the global security representing
such securities. Neither ALLTEL, the Trustee, nor any paying agent or registrar
for such debt securities will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests in the global security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
     The Depositary has advised ALLTEL that it will credit participants'
accounts with payments of Principal or interest on the payment date thereof in
amounts proportionate to their respective beneficial interests in the Principal
amount of the global security as shown on the records of the Depositary. ALLTEL
expects that payments by participants to owners of beneficial interests in the
global security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the
responsibility of such participants.
     A global security may not be transferred except as a whole by the
Depositary to a nominee or successor of the Depositary or by a nominee of the
Depositary to another nominee of the Depositary. A global security representing
all but not part of the securities is exchangeable for securities in definitive
form of like tenor and terms if:
   o     the Depositary notifies ALLTEL that it is unwilling or unable to
         continue as depositary for such global security or at any time the
         Depositary is no longer eligible to be or in good standing as a
         clearing agency registered under the Exchange Act, and in either case,
         a successor depositary is not appointed by ALLTEL within 90 days of
         receipt of such notice or of ALLTEL's becoming aware of such
         ineligibility, or
   o     ALLTEL, in its sole discretion, at any time determines not to have all
         of the securities represented by a global security and notifies the
         Trustee of such.
Any such exchange will be made for securities registered in such names and in
such authorized denominations as the Depositary for such global security shall
direct.
   The Depositary has further advised ALLTEL that the Depositary's management is
aware that some computer applications, systems, and the like for processing data
that are dependent upon calendar dates, including dates before, on, and after
January 1, 2000, may encounter "Year 2000 problems." The Depositary has informed

                                       9
<PAGE>

its participants and other members of the financial community that it has
developed and is implementing a program so that its systems, as they relate to
the timely payment of distributions, including Principal and interest payments,
to securityholders, book-entry deliveries, and settlement of trades within the
depositary, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, the Depositary's plan includes a testing phase, which is expected
to be completed within appropriate time frames.
   However, the Depositary's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third party vendors from whom the Depositary licenses
software and hardware, and third party vendors on whom the Depositary relies for
information or the provision of services, including telecommunication and
electrical utility service providers, among others. The Depositary has informed
its participants and other members of the financial community that it is
contacting, and will continue to contact, third party vendors from whom the
Depositary acquires services to: (a) impress upon them the importance of such
services being Year 2000 compliant: and (b) determine the extent of their
efforts for Year 2000 remediation (and, as appropriate, testing) of their
services. In addition, the Depositary is in the process of developing such
contingency plans as it deems appropriate.
   According to the Depositary, the foregoing information with respect to the
Depositary has been provided to its participants and other members of the
financial community for informational purposes only and is not intended to serve
as a representation, warranty, or contract modification of any kind.

Exchange of Registered or Bearer Securities
     A Holder of registered debt securities may exchange them for an equal
aggregate Principal amount of registered debt securities of the same series and
date of maturity in such authorized denominations as he or she may request upon
surrender of the registered securities at ALLTEL's agency maintained for such
purpose and upon fulfillment of all other requirements of such agent. (Section
2.08(a).)
     To the extent permitted by the terms of a series of debt securities
authorized to be issued in registered form and bearer form, a Holder of bearer
debt securities may exchange them for an equal aggregate Principal amount of
registered or bearer debt securities of the same series and date of maturity in
such authorized denominations as he or she may request upon surrender of the
bearer debt securities with all unpaid coupons at ALLTEL's agency maintained for
such purpose and upon fulfillment of all other requirements of such agent.
(Section 2.08(b).) A purchaser may not exchange registered debt securities or
bearer debt securities until ALLTEL has notified the Trustee and the Registrar
that, as a result of such exchange, ALLTEL will not suffer adverse consequences
under United States laws and regulations.

Lien on Assets
     ALLTEL agrees in the Indenture that, if at any time it mortgages, pledges,
or otherwise subjects to any lien the whole or any part of its property or
assets, except as described below, ALLTEL will secure the outstanding
securities, and any other of its obligations that may then be outstanding and
entitled to the benefit of a covenant similar in effect to this covenant,
equally and ratably with the indebtedness or obligations secured by such
mortgage, pledge, or lien, for as long as any such indebtedness or obligation is
so secured. This covenant does not apply to:
     o   the creation, extension, renewal, or refunding of purchase-money
         mortgages or liens, or other liens to which any property or asset
         acquired by ALLTEL is subject as of the date of its acquisition by 
         ALLTEL, or
     o   the making of any deposit or pledge to secure public or statutory
         obligations or with any governmental agency at any time required by 
         law in order to qualify ALLTEL to conduct its business or any part
         thereof or in order to entitle it to maintain self-insurance or to 

                                       10
<PAGE>

         obtain the benefits of any law relating to workers' compensation, 
         unemployment insurance, old age pensions, or other social security, 
         or with any court, board, commission, or governmental agency
         as security incident to the proper conduct of any proceeding before it.
Nothing contained in the Indenture prevents a person directly or indirectly
controlling or controlled by, or under direct or indirect common control with,
ALLTEL from mortgaging, pledging, or subjecting to any lien any property or
assets, whether or not acquired by such person from ALLTEL. (Section 4.02.)
Except as described above, the Indenture does not contain any covenants or other
provisions which would afford Securityholders protection in the event of a
highly leveraged transaction involving ALLTEL.

Amendment and Waiver
   Subject to certain exceptions, ALLTEL and the Trustee may amend or supplement
the Indenture or the debt securities with the consent of the Holders of a
majority in Principal amount of the outstanding debt securities of each series
affected by the amendment or supplement, with each series voting as a class. The
Trustee may waive compliance with any provision with the consent of the Holders
of a majority in Principal amount of the outstanding debt securities of each
series affected by such waiver, with each series voting as a class. Without the
consent of each Securityholder affected, any such amendment or waiver may not: o
reduce the amount of debt securities whose Holders must consent to an
amendment or waiver;
     o   change the rate of or change the time of  payment  of  interest  on any
         debt security;
     o   change  the  Principal  of or  change  the fixed  maturity  of any debt
         security;
     o   waive a default in the payment of the  Principal  of or interest on any
         debt security;
     o   make any  security  payable in money other than that stated in the debt
         security;
     o   reduce any premium payable upon redemption of any debt security; or
     o   impair the right to institute suit for the enforcement of any
         payment on or with respect to any debt security. (Section 9.02.)

   ALLTEL and the Trustee may amend or supplement the Indenture without the
consent of any Securityholder to:
     o   cure any ambiguity, defect, or inconsistency in the Indenture or in
         the debt securities of any series;
     o   provide for the assumption of all the obligations of ALLTEL under the
         securities and any coupons related thereto and the Indenture by any
         corporation in connection with a merger, consolidation, transfer, or
         lease of ALLTEL's property and assets substantially as an entirety, as
         provided for in the Indenture;
     o   secure the debt securities;
     o   provide for uncertificated securities in addition to or in place of
         certificated debt securities;
     o   make any change that does not adversely affect the rights of any
         Securityholder;
     o   provide for the issuance of, and establish the form and terms and
         conditions of, a series of debt securities or to establish the form of
         any certifications required to be furnished pursuant to the terms of
         the Indenture or any series of securities; or
     o   add to rights of Securityholders. (Section 9.01.)

Successor Entity
     ALLTEL may not consolidate with or merge into, or transfer or lease its
property and assets substantially as an entirety to, another entity unless:

                                       11
<PAGE>

     o   the successor entity is a U.S. corporation and assumes all of ALLTEL's
         obligations under the securities and any coupons related thereto and 
         the Indenture and,
     o   after giving effect to the transaction, no default under the Indenture
shall have occurred and be continuing. ALLTEL's obligations under the securities
and the Indenture terminate after the transaction is completed, except in the
case of a lease. (Section 5.01.)

Deposit of Money or Government Obligations to Pay Securities 
     ALLTEL has the right to terminate certain of its obligations under the debt
securities and the Indenture with respect to the debt  securities of any series
or any installment of Principal of or interest on that series if ALLTEL:
     o   irrevocably deposits with the Trustee, in trust for the benefit of
         the Holders of that series or portions thereof, money or obligations of
         the United States of America sufficient to pay, when due, Principal of
         and interest on the debt securities with respect to which a deposit is
         made to maturity or redemption or such installment of Principal of or
         interest, as the case may be, and
     o   all other conditions set forth in the securities of that series are
         met.
       In such event, however, ALLTEL's obligation to pay the Principal of and
interest on the debt securities shall survive. (Section 8.01; Section 4.01.)

Events of Default
     Securityholders will have special rights if an Event of Default occurs and
is not cured, as described in this section. The following events are defined in
the Indenture as "Events of Default" with respect to a series of debt
securities: 
     o   default in the payment of interest on any debt security of such
         series for 90 days;
     o   default in the payment of the Principal of any security of such
         series;
     o   failure by the Company for 90 days after notice to it to comply with
         any of its other agreements in the debt securities of such series, in 
         the Indenture, or in any supplemental indenture under which the debt
         securities of that series may have been issued; and
     o   certain events of bankruptcy or insolvency. (Section 6.01.)
   If an Event of Default occurs with respect to the debt  securities of
any series and is continuing, the Trustee or the Holders of at least 25% in
Principal amount of all of the outstanding debt securities of that series may
declare the Principal of all the debt securities of that series to be due and
payable. Upon such declaration, such Principal and all accrued interest thereon
shall be due and payable immediately. (Section 6.02.)
   Subject to such provisions in the Indenture for the indemnification of the
Trustee, the Holders of at least a majority in aggregate Principal amount of the
outstanding debt securities of each series affected may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee. The Trustee may
refuse to follow any such direction that conflicts with law or the Indenture,
that is unduly prejudicial to the rights of Securityholders of that series or
that would subject the Trustee to personal liability. (Section 6.05)
   A Securityholder may pursue a remedy with respect to the Indenture or the
debt securities of any series only if: 
     o   such Holder has previously given to the Trustee written notice of a
         continuing  Event of Default with respect to the debt  securities of 
         such series;
     o   the Holders of at least 25% in aggregate Principal amount of 
         outstanding debt securities of such series shall have made written 
         request to the Trustee to pursue the remedy;

                                       12
<PAGE>

     o   such Holder or Holders have offered to the Trustee indemnity reasonably
         satisfactory to the Trustee against any loss, liability or expense to
         be, or which may be, incurred by the Trustee in pursuing the remedy;
     o   the Trustee does not comply with the request within 60 days after
         receipt of the request and the offer of indemnity; and
     o   during such 60-day period, the Holders of a majority in aggregate
         Principal amount of the outstanding securities of such series have not
         given the Trustee a direction that is inconsistent with such written
         request.
   A Securityholder may not use the Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over such other
Securityholder. (Section 6.06)
   The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or
expense. (Section 7.01(f).) The Trustee may withhold from Securityholders notice
of any continuing default (except a default in payment of Principal or interest)
if it determines that withholding notice is in their interests. (Section 7.05.)
The Company is not required under the Indenture to furnish any periodic evidence
as to the absence of default or as to compliance with the terms of the
Indenture.

Concerning the Trustee
   ALLTEL maintains banking relationships in the ordinary course of business
with the Trustee.

                              PLAN OF DISTRIBUTION
     We may sell the debt securities to or through underwriters. We also may
sell the debt securities directly to other purchasers or through agents. Only
underwriters named in the prospectus supplement are deemed to be underwriters in
connection with the debt securities.
     The distribution of the debt securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
     In connection with the sale of the debt securities, underwriters may
receive compensation from ALLTEL or from purchasers of the debt securities for
whom they may act as agents in the form of discounts, concessions, or
commissions. Underwriters and agents that participate in the distribution of the
debt securities may be deemed to be underwriters, and any discounts or
commissions received by them and any profit on the resale of the debt securities
by them may be deemed to be underwriting discounts and commissions under the
Securities Act. Any such underwriter or agent will be identified, and any such
compensation will be described, in the prospectus supplement.
        Under agreements which may be entered into by ALLTEL underwriters and
agents who participate in the distribution of the debt securities may be
entitled to indemnification by ALLTEL against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect to
payments which the underwriters or agents may be required to make in respect
thereof.
        Unless otherwise indicated in the prospectus supplement, we do not
intend to list any of the debt securities on a national securities exchange. In
the event the debt securities are not listed on a national securities exchange,
certain broker-dealers may make a market in the debt securities, but will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given that any broker-dealer will make a market in
the debt securities or as to the liquidity of the trading market for the debt
securities, whether or not the debt securities are listed on a national
securities exchange. The prospectus supplement with respect to the debt
securities will state, if known, whether or not any broker-dealer intends to
make a market in the debt securities. If no such determination has been made,
the prospectus supplement will so state.

                                       13
<PAGE>

     The place and time of delivery for the debt securities in respect of which
this prospectus is delivered will be set forth in the prospectus supplement.
                                 LEGAL OPINIONS
   Legal matters in connection with the issuance and sale of the debt securities
will be passed upon for ALLTEL by Friday, Eldredge & Clark, Little Rock,
Arkansas.

                                     EXPERTS
     The consolidated financial statements of ALLTEL as of December 31, 1997,
and for each of the years in the three-year period ended December 31, 1997, have
been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included in ALLTEL's
1997 Form 10-K and Report on Form 8-K filed December 2, 1998 (as amended by Form
8-K/A filed on January 29, 1999), and are incorporated herein by reference, in 
reliance upon the authority of such firm as experts in accounting and auditing
in giving said reports. The consolidated financial statements of ALLTEL in 
ALLTEL's Report on Form 8-K filed December 2, 1998, include the financial 
statements of 360 Communications, which were filed with ALLTEL's Report on Form
8-K/A dated September 2, 1998 and which have been audited by Ernst & Young LLP, 
independent auditors, as set forth in their report thereon included in that 
Form 8-K/A. As to certain equity investees of 360 Communications (GTE Mobilnet 
of South Texas Limited Partnership, New York SMSA Limited Partnership, Orlando 
SMSA Limited Partnership and Chicago MSA Limited Partnership) such report is
based in part on the reports of other independent auditors. The financial 
statements of 360 Communications referred to above are included in reliance 
upon such report given upon the authority of such firm as experts in accounting
and auditing.


                                       14
<PAGE>

                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.
          Securities and Exchange Commission Filing Fee        $ 83,400
          Counsel Fees and Expenses                              10,000
          Fees and Expenses of Trustee                            6,000
          Printing and Engraving                                 10,000
          Blue Sky Fees and Expenses                              8,000
          Accountants' Fees and Miscellaneous Expenses           20,000
                                                               --------
                   Total                                       $137,400
                                                               ========

- --------------
Item 16. Exhibits.
               1           -   Form of Underwriting Agreement (2)
               4(a)(i)     -   Indenture  between the  Registrant and Ameritrust
                               Company National Association, Trustee, dated as
                               of January 1, 1987 (incorporated by reference to
                               Registrant's Form S-3 Registration Statement, No.
                               33-10808, filed on December 16, 1986).
               4(a)(ii)    -   First Supplemental Indenture, dated as of
                               March 1, 1987 (incorporated by reference to
                               Registrant's Current Report on Form 8-K Report
                               dated March 6, 1987, No. 33-10808, filed on
                               March 6, 1987).
               4(a)(iii)   -   Second Supplemental Indenture, dated as of
                               April 1, 1989 (incorporated by reference to
                               Registrant's Form S-3 Registration Statement, No.
                               33-27052, filed on February 15, 1989).
               4(a)(iv)    -   Third Supplemental Indenture, dated as of May 8, 
                               1990 (incorporated by reference to Registrant's
                               Form S-3 Registration Statement, No. 33-39055,
                               filed on February 20, 1991).
               4(a)(v)     -   Fourth Supplemental Indenture, dated as of
                               March 1, 1991 (incorporated by reference to
                               Registrant's Current Report on Form 8-K dated
                               March 6, 1991, filed on March 6, 1991).
               4(a)(vi)    -   Fifth Supplemental Indenture, dated as of
                               October 1, 1993 (incorporated by reference to
                               Registrant's Form S-3 Registration Statement No.
                               33-50401, filed on October 15, 1993).
               4(a)(vii)   -   Sixth Supplemental Indenture, dated as of
                               April 1, 1994 (incorporated by reference to 
                               Registrant's Form S-3 Registration Statement 
                               No. 33-52743, filed on March 25, 1994).
               4(a)(viii)  -   Seventh Supplemental Indenture, dated as of
                               September 1, 1995 (incorporated by reference to
                               Registrant's Form S-3 Registration Statement 
                               No. 33-60669, filed on August 31, 1995).
               4(a)(ix)    -   Eighth Supplemental Indenture, dated as of 
                               March 1, 1996 (incorporated by reference to
                               Registrant's Form S-3 Registration Statement No.
                               333-01181, filed on February 29, 1996).
               4(a)(x)     -   Form of Ninth Supplemental Indenture (2).
               4(b)        -   Form of  Security (2).  The form or forms of
                               Security with respect to each particular series 
                               of Securities registered hereunder that differs
                               from the form of Security filed herewith will be
                               filed as an exhibit to a Current Report on Form
                               8-K and shall be deemed to be incorporated
                               herein by reference.

                                      II-1

<PAGE>

               5           -   Opinion of Friday, Eldredge & Clark as to the
                               legality of the Securities to be issued.
               12          -   Statement RE Computation of Ratio of Earnings to
                               Fixed Charges(1).
               23(a)       -   Consent of Arthur Andersen LLP, Independent
                               Public Accountants (2).
               23(b)       -   Consent of Ernst & Young LLP (2).
               23(c)       -   Consent of Arthur Andersen LLP (2).
               23(d)       -   Consent of Arthur Andersen LLP (2).
               23(e)       -   Consent of PricewaterhouseCoopers LLP (2).
               23(f)       -   Consent of PricewaterhouseCoopers LLP (2).
               23(g)       -   Consent of counsel is contained in Opinion of
                               Counsel filed as Exhibit 5.
               24(a)       -   Powers of Attorney (1).
               24(b)       -   Resolutions of Board of Directors (1).
               25          -   Form T-1, Statement of Eligibility and
                               Qualification under Trust Indenture Act of 1939
                               of Chase Manhattan Trust Company, National
                               Association (2).
         --------------

(1) Previously Filed
(2) Filed herewith

                                      II-2
<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Little Rock, State of Arkansas, on the
29th of January, 1999.


                                               ALLTEL CORPORATION

                                               By  *JOE T. FORD
                                                  ---------------
                                                   (Joe T. Ford, Chairman
                                                    and Chief Executive Officer)


    Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following 
persons in the capacities indicated on the 29th of January, 1999.


            Signature                                   Title
            ---------                                   -----

    *JOE T. FORD                            Chairman, Chief Executive Officer,
    ------------------------------           and Director
    (Joe T. Ford)

    *DENNIS E. FOSTER                       Vice Chairman and Director
    ------------------------------
    (Dennis E. Foster)

    *SCOTT T. FORD                          President, Chief Operating Officer,
    ------------------------------           and Director
    (Scott T. Ford)

    *DENNIS J. FERRA                        Senior Vice President and Chief 
    ------------------------------           Administrative Officer
    (Dennis J. Ferra)                         (Principal Financial Officer)

    *JEFFERY R. GARDNER                     Senior Vice President- Finance 
    ------------------------------            and Treasurer
    (Jeffery R. Gardner)                      (Principal Accounting Officer)

    *JOHN R. BELK                           Director
    ------------------------------
    (John R. Belk)

    *LAWRENCE L. GELLERSTEDT, III           Director
    ------------------------------
    (Lawrence L. Gellerstedt, III)

    *CHARLES H. GOODMAN                     Director
    ------------------------------
    (Charles H. Goodman)

    *MICHAEL HOOKER                         Director
    ------------------------------
    (Michael Hooker)

    *W. W. JOHNSON                          Director
    ------------------------------
    (W. W. Johnson)

                                      II-3

<PAGE>

    *EMON A. MAHONY, JR.                    Director
    ------------------------------
    (Emon A. Mahony, Jr.)

    *JOHN P. MCCONNELL                      Director
    ------------------------------
    (John P. McConnell)

    *JOSIE C. NATORI                        Director
    ------------------------------
    (Josie C. Natori)

    *FRANK E. REED                          Director
    ------------------------------
     (Frank E. Reed)

    *RONALD TOWNSEND                        Director
    ------------------------------
    (Ronald Townsend)

    *WILLIAM H. ZIMMER, JR.                 Director
    ------------------------------
    (William H. Zimmer, Jr.)


    *BY   Francis X. Frantz
    ------------------------------
    (Francis X. Frantz, Attorney-in-Fact)

                                      II-4

<PAGE>

EXHIBIT INDEX
Official  Exhibit                                                  
     No.                        Description                        
   ------                       -----------                        
    1               -  Form of Underwriting Agreement(2)
    4(a)(i)         -  Indenture between the Registrant and
                       Ameritrust Company National Association,
                       Trustee, dated as of January 1, 1987
                       (incorporated by reference to 
                       Registrant's Form S-3 Registration 
                       Statement, No. 33-10808, filed on
                       December 16, 1986).
    4(a)(ii)        -  First Supplemental Indenture dated as 
                       of March 1, 1987 (incorporated by reference
                       to Registrant's Current Report on Form 
                       8-K dated March 6, 1987, No. 33-10808,
                       filed on March 6, 1987).
    4(a)(iii)       -  Second Supplemental Indenture, dated as
                       of April 1, 1989 (incorporated by reference
                       to Registrant's Form S-3 Registration 
                       Statement, No. 33-27052, filed on
                       February 15, 1989).
    4(a)(iv)        -  Third Supplemental Indenture, dated as of
                       May 8, 1990 (incorporated by reference to
                       Registrant's Form S-3 Registration 
                       Statement, No. 33-39055, filed on
                       February 20, 1991).
    4(a)(v)         -  Fourth Supplemental Indenture, dated as of
                       March 1, 1991 (incorporated by reference to
                       Registrant's Current Report on Form 8-K 
                       dated March 6, 1991, filed on March 6, 1991).
    4(a)(vi)        -  Fifth Supplemental Indenture, dated as of 
                       October 1, 1993 (incorporated by reference
                       to Registrant's Form S-3 Registration
                       Statement No. 33-50401, filed on 
                       October 15, 1993).
    4(a)(vii)       -  Sixth Supplemental Indenture, dated as of 
                       April 1, 1994 (incorporated by reference to
                       Registrant's Form S-3 Registration
                       Statement No. 33-52743, filed on March 25, 
                       1994).
    4(a)(viii)      -  Seventh Supplemental Indenture, dated as of
                       September 1, 1995 (incorporated by reference
                       to Registrant's Form S-3 Registration
                       Statement No. 33-60669, filed on August 31,
                       1995).
    4(a)(ix)        -  Eighth Supplemental Indenture, dated as of
                       March 1, 1996 (incorporated by reference to 
                       Registrant's Form S-3 Registration Statement 
                       No. 333-01181, filed on February 29, 1996).
    4(a)(x)         -  Form of Ninth Supplemental Indenture (2).
    4(b)            -  Form of Security (2).  The form or forms of
                       Security with respect to each particular
                       series of Securities registered hereunder
                       that differs from the form of Security filed
                       herewith will be filed as an exhibit to a 
                       Current Report on Form 8-K and shall be deemed
                       to be incorporated herein by reference.

                                      II-5
<PAGE>

    5               -  Opinion of Friday, Eldredge & Clark as to the
                       legality of the Securities to be issued (1).       
    12              -  Statement Re Computation of Ratio of Earnings 
                       to Fixed Charges (1).                               
    23(a)           -  Consent of Arthur Andersen LLP, Independent
                       Public Accountants (2).                             
    23(b)           -  Consent of Ernst & Young LLP (2).                   
    23(c)           -  Consent of Arthur Andersen LLP (2).                 
    23(d)           -  Consent of Arthur Andersen LLP (2).                 
    23(e)           -  Consent of PricewaterhouseCoopers LLP (2).          
    23(f)           -  Consent of PricewaterhouseCoopers LLP (2).          
    23(g)           -  Consent of Counsel is contained  in Opinion 
                       of Counsel filed as Exhibit 5. 
    24(a)           -  Powers of Attorney (1).                            
    24(b)           -  Resolutions of Board of Directors (1).             
    25              -  Form T-1, Statement of Eligibility and
                       Qualification under Trust Indenture Act of
                       1939 of Chase Manhattan Trust Company,
                       National Association (2).

- -------------
(1) Previously filed.      (2) Filed herewith.

                                      II-6



                               ALLTEL CORPORATION
                            (a Delaware corporation)

                     Offering of up to $___________________

                                DEBT SECURITIES


                    UNDERWRITING AGREEMENT BASIC PROVISIONS


         ALLTEL Corporation (the "Company") proposes to issue and sell up to
$__________________ aggregate principal amount of its debt securities under an
Indenture dated as of January 1, 1987, by and between the Company and Chase
Manhattan Trust Company, National Association, successor to Society National
Bank, as Trustee, as supplemented by a First Supplemental Indenture dated as of
March 1, 1987, a Second Supplemental Indenture dated as of April 1, 1989, a
Third Supplemental Indenture dated as of May 8, 1990, a Fourth Supplemental
Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture dated as of
October 15, 1993, a Sixth Supplemental Indenture dated as of April 1, 1994, a
Seventh Supplemental Indenture dated as of September 1, 1995, an Eighth
Supplemental Indenture dated as of March 1, 1996, and a Ninth Supplemental
Indenture dated as of ____________________, 1998 (collectively, the
"Indenture").

         This is to confirm the arrangements with respect to the purchase of
debt securities from the Company by the Representatives and the several
Underwriters listed in the applicable terms agreement entered into between the
Representatives and the Company of which these Basic Provisions are Annex A
thereto (the "Terms Agreement"). The Terms Agreement, together with the
provisions hereof incorporated therein by reference, is herein referred to as
the "Agreement" and the debt securities subject to the Terms Agreement are
herein referred to as the "Securities." Terms defined in the Terms Agreement are
used herein as therein defined. If the Securities are to be purchased by an
underwriting syndicate, the term "Representatives" as used herein shall mean the
representatives of the members of the underwriting syndicate, and the term
"Underwriters" shall mean all the members of the underwriting syndicate,
including the Representatives. If the Securities are being purchased by one or
more underwriters and not by an underwriting syndicate, the terms
"Representatives" and "Underwriters" shall mean such underwriters. The terms
"Underwriters" and "Representatives" shall be interpreted in the singular or
plural, as appropriate in the context of the Terms Agreement.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 in respect of the Securities
and the offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), and has filed such
amendments thereto as may have been required to the date of the Terms Agreement.
Such registration statement, as so amended, and the prospectus constituting a
part thereof (including, in each case, all documents incorporated therein by
reference) as they are from time to time amended or supplemented by the filing
of documents pursuant to the Securities Act (including the Prospectus
Supplement, as defined below) or the Securities Exchange Act of 1934, as amended
(the "1934 Act")), are hereinafter called the "Registration Statement" and the
"Prospectus," respectively.

<PAGE>

         Section 1. Representations and Warranties of the Company. The Company
represents and warrants to the Representatives and each other Underwriter named
in the Terms Agreement as of the date thereof (the "Representation Date") that:

                  (a) At the time the Registration Statement became effective
         and as of the Representation Date, the Registration Statement and the
         Prospectus complied with the provisions of the Securities Act, the
         Trust Indenture Act of 1939 (the "1939 Act") and the rules and
         regulations of the Commission thereunder (the "Regulations"), and the
         Indenture was qualified under the 1939 Act. At the time the
         Registration Statement became effective and as of the Representation
         Date, the Registration Statement did not, and will not during the
         period specified in Section 3(b), contain any untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading. The
         Prospectus, at the time the Registration Statement became effective and
         as of the Representation Date, did not, and will not during the period
         specified in Section 3(b), contain any untrue statement of a material
         fact or omit to state a material fact necessary in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; provided, however, that none of the
         representations and warranties in this subsection shall apply to
         statements in or omissions from the Registration Statement or the
         Prospectus made in reliance upon and in conformity with information
         furnished to the Company in writing by an Underwriter expressly for use
         in the Registration Statement or the Prospectus.

                  (b) The documents incorporated by reference in the Prospectus,
         at the time they were or hereafter are filed with the Commission,
         complied and will comply at all times during the period specified in
         Section 3(b) in all material respects with the requirements of the 1934
         Act and the rules and regulations of the Commission thereunder (the
         "1934 Act Regulations") and, when read together with the other
         information in the Prospectus, at the time the Registration Statement
         became effective and as of the Representation Date, did not, and will
         not during the period specified in Section 3(b), include an untrue
         statement of a material fact or omit to state a material fact required
         to be stated therein or necessary to make the statements therein not
         misleading.

                  (c) The accountants who certified or who will certify the
         financial statements included in the Registration Statement are, or
         will be, with respect to the Company and its subsidiaries, independent
         public accountants as required by the Securities Act and the
         Regulations.

                  (d) The financial statements included in the Registration
         Statement and Prospectus present fairly the financial position of the
         Company and its consolidated subsidiaries as of the dates indicated and
         the results of their operations for the periods specified and have been
         prepared in conformity with generally accepted accounting principles
         applied on a basis which is consistent in all material respects during
         the periods involved, and the supporting schedules included in the
         Registration Statement present fairly the information required to be
         stated therein.

                                   A-2
<PAGE>

                  (e) Neither the Company nor any subsidiary has a contingent
         liability which is material to the Company and its subsidiaries
         considered as one enterprise and which is not disclosed in the
         Registration Statement and Prospectus.

                  (f) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus except as may
         otherwise be stated therein: (i) there has not been any material
         adverse change, nor does the Company have reason to believe that any
         material adverse change will occur, in the condition, financial or
         otherwise, of the Company and its subsidiaries considered as one
         enterprise, or in the business, properties, operations, income or
         business prospects of the Company and its subsidiaries considered as
         one enterprise, whether or not arising in the ordinary course of
         business, (ii) neither the Company nor any of its subsidiaries has
         entered into a transaction, other than transactions in the ordinary
         course of business, which is material in relation to the Company and
         its subsidiaries considered as one enterprise, (iii) there has not been
         any dividend or distribution of any kind declared, paid or made by the
         Company on its capital stock, other than normal cash dividends, (iv)
         neither the Company nor any subsidiary has incurred any liabilities or
         obligations (direct or contingent) which are material to the Company
         and its subsidiaries considered as one enterprise, except in the
         ordinary course of business, (v) there has not been any change in the
         capital stock (other than by reason of the exercise of stock options
         outstanding at the latest date as of which information is given in the
         Registration Statement or the Prospectus, the conversion of preferred
         stock or debentures outstanding at the latest date as of which
         information is given in the Registration Statement or the Prospectus,
         the issuance of shares pursuant to the Company's employee stock
         purchase plan or employee stock ownership plan), any material increase
         in the short-term indebtedness of the Company and its subsidiaries or
         any increase in the long-term indebtedness of the Company and its
         subsidiaries considered as one enterprise (other than indebtedness
         incurred periodically pursuant to the Company's $1,000,000,000
         revolving credit agreement or pursuant to a loan program administered
         by the Rural Utilities Service), (vi) no action, suit or proceeding, at
         law or in equity, is pending or, to the knowledge of the Company,
         threatened against or affecting the Company or any of its subsidiaries,
         and no proceedings are pending or, to the knowledge of the Company,
         threatened against or affecting the Company or any of its subsidiaries
         before or by any governmental commission, board or other administrative
         agency, wherein an unfavorable decision, ruling or finding would
         materially adversely affect the consummation of this Agreement or the
         business, properties, operations, financial condition, income or
         business prospects of the Company and its subsidiaries considered as
         one enterprise, (vii) neither the Company nor any of its subsidiaries
         has sustained a loss of, or damage to, its properties (whether or not
         insured) which would materially adversely affect the business,
         operations, financial condition, income or business prospects of the
         Company and its subsidiaries considered as one enterprise, and (viii)
         no labor disturbance by the employees of the Company or any of its
         subsidiaries has arisen or been threatened which might materially
         adversely affect the business, operations, financial condition, income
         or business prospects of the Company and its subsidiaries considered as
         one enterprise.

                                      A-3
<PAGE>

                  (g) The Company has been duly organized and is validly
         existing as a corporation in good standing under the laws of the State
         of Delaware with full power and authority to own, lease and operate its
         properties, to conduct its business as described in the Registration
         Statement, to issue and sell the Securities and to enter into and
         perform this Agreement; each subsidiary of the Company has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction of its incorporation with full power
         to own, lease and operate its properties and conduct its business as
         described in the Registration Statement; the Company and each of its
         subsidiaries is duly qualified to transact business and is in good
         standing in each of the jurisdictions in which the conduct of its
         business or the ownership, leasing or operation of its properties or
         the existence of an office requires such qualification, except where
         the failure to so qualify would not have a material adverse effect on
         the Company and its subsidiaries considered as one enterprise; each
         subsidiary of the Company has municipal consents or franchises, free
         from unduly burdensome restrictions which, together with its corporate
         powers, are adequate to enable it to carry on its operations in the
         territory served by the subsidiary; and all of the issued and
         outstanding capital stock of each subsidiary of the Company has been
         duly authorized and validly issued and is fully paid and nonassessable,
         and the stock of such subsidiaries owned by the Company is free and
         clear of any mortgages, pledges, liens, encumbrances, claims or
         equities whatsoever (other than pledges of stock of subsidiaries
         securing acquisition indebtedness not in excess of $2,000,000).

                  (h) This Agreement has been duly authorized, executed and
         delivered on behalf of the Company and is the valid and legally binding
         obligation of the Company enforceable in accordance with its terms,
         except as enforcement thereof may be limited by bankruptcy, insolvency
         or other laws relating to or affecting enforcement of creditors' rights
         and by general equity principles.

                  (i) The Securities have been duly authorized for issuance and
         sale pursuant to this Agreement (or will have been so authorized prior
         to their issuance) and, when issued, authenticated and delivered
         pursuant to the provisions of this Agreement and of the Indenture
         against payment of the consideration therefor in accordance with this
         Agreement, the Securities will constitute valid and legally binding
         obligations of the Company enforceable in accordance with their terms,
         except as enforcement thereof may be limited by bankruptcy, insolvency
         or other laws relating to or affecting enforcement of creditors' rights
         and by general equity principles and will be entitled to the benefits
         provided by the Indenture.

                  (j) The Company is not in violation of its certificate of
         incorporation or bylaws, and neither the Company nor any of its
         subsidiaries is in default in the performance or observance of any
         material obligation, agreement, covenant or condition contained in any
         bond, debenture, note or other evidence of indebtedness or in any
         contract, indenture, mortgage, loan agreement, lease, joint venture
         agreement or other agreement or instrument to which the Company or any
         of its subsidiaries is a party or by which any of them or any of their
         properties may be bound, or in violation of any material statute,

                                      A-4
<PAGE>

         order, rule, regulation, writ, injunction or decree of any government,
         governmental instrumentality or court, domestic or foreign, and the
         compliance with the terms of this Agreement and the Indenture, the
         incurrence of the obligations herein and therein set forth and the
         consummation of the transactions herein and therein contemplated will
         not violate the certificate of incorporation or code of regulations or
         bylaws of the Company or any of its subsidiaries or conflict with or
         result in a breach of or default in the performance or observance of
         any obligation, agreement, covenant or condition contained in any bond,
         debenture, note or other evidence of indebtedness or any contract,
         indenture, mortgage, loan agreement, lease, joint venture agreement or
         other agreement or instrument to which the Company or any of its
         subsidiaries is a party or by which any of them or any of their
         properties may be bound or violate any statute, order, rule,
         regulation, writ, injunction or decree of any government, governmental
         instrumentality or court, domestic or foreign.

                  (k) No approval of any court, governmental agency or public
         regulatory body is necessary in connection with the issue and sale of
         the Securities, except such as may be required under state or federal
         securities or "blue sky" laws and such as have already been received.

                  (l) There is no contract or document required to be described
         in the Registration Statement, or to be filed as an exhibit to the
         Registration Statement, which is not described or filed as required.

                  (m) The Company or a subsidiary has good title to all of the
         properties and assets reflected in the consolidated balance sheet of
         the Company included in the Registration Statement, except properties
         and assets sold or otherwise disposed of in the ordinary course of
         business after such date, subject to no mortgages, liens, charges or
         encumbrances of any nature whatsoever other than as disclosed in the
         Registration Statement (other than minor defects and encumbrances
         customarily found in the case of properties of like size and character
         which do not impair the use of such properties by the Company or its
         subsidiaries).

         Any certificate signed by any officer of the Company and delivered to
the Underwriters or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each Underwriter as to the matters
covered thereby.

         Section 2. Purchase and Sale. The obligation of the Underwriters to
purchase, and the Company to sell, the Securities is evidenced by the Terms
Agreement. The Terms Agreement specifies the principal amount of the Securities,
the names of the Underwriters participating in the offering (subject to
substitution as provided in Section 11 hereof) and the principal amount of
Securities which each severally has agreed to purchase, the purchase price to be
paid by the Underwriters, the initial public offering price, if any, of the
Securities and any terms of the Securities not already specified in the
Indenture (including, but not limited to, designation, denominations, current
ratings, interest rates and payment dates, maturity and redemption provisions
and sinking fund requirements).

                                      A-5
<PAGE>

         Payment of the purchase price for the Securities to be purchased by the
Underwriters shall be made, against delivery of the Securities through the
facilities of the Depository Trust Company (the "Depository"), at the offices of
Stephens Inc., Little Rock, Arkansas, at 9:00 a.m., Little Rock time, on the
third business day following the date of the Terms Agreement or at such other
place, time and date as the Representatives and the Company may agree upon. (The
date designated for the payment of the purchase price and the delivery of the
Securities is referred to herein as the "Closing Date"). Payment for the
Securities shall be by federal wire transfer in same-day funds. The Securities
shall be delivered to the Underwriters in the form of one or more global
securities registered in the name of the Depository or its nominee. For the
purpose of expediting the checking of the Securities by the Representatives, the
Company agrees to make the Securities available to the Depository not later than
12:00 noon, Little Rock time, on the business day before the Closing Date.

         Section 3. Covenants of the Company.  The Company agrees that:

                  (a) Immediately following the execution of the Terms
         Agreement, the Company will prepare a supplement to the Prospectus (the
         "Prospectus Supplement") setting forth the principal amount of
         Securities covered thereby and their terms not otherwise specified in
         the Indenture, the names of the Underwriters participating in the
         offering and the principal amount of Securities which each severally
         has agreed to purchase, the names of the Underwriters, if any, acting
         as co-managers in connection with the offering, the price at which the
         Securities are to be purchased by the Underwriters from the Company,
         the initial public offering price, if any, the selling concession and
         reallowance, if any, and such other information as the Representatives
         and the Company deem appropriate in connection with the offering of the
         Securities. The Company will promptly transmit copies of the Prospectus
         Supplement to the Commission for filing pursuant to Rule 424 of the
         Regulations and will furnish to the Underwriters named therein as many
         copies of the Prospectus and such Prospectus Supplement as the
         Representatives shall reasonably request.

                  (b) If at any time when the Prospectus is required by the
         Securities Act to be delivered in connection with sales of the
         Securities any event shall occur as a result of which it is necessary
         to further amend or supplement the Prospectus so that it does not
         contain an untrue statement of material fact, or does not omit to state
         a material fact necessary to make the statements therein, in the light
         of the circumstances existing at the time it is delivered to a
         purchaser, not misleading, or, if it shall be necessary at any such
         time to amend or supplement the Registration Statement or the
         Prospectus in order to comply with the requirements of the Securities
         Act or the Regulations, the Company will promptly notify each
         Underwriter and prepare and file with the Commission such amendment or
         supplement, whether by filing documents pursuant to the 1934 Act or
         otherwise, as may be necessary in order to make the Prospectus not
         misleading or cause the Registration Statement to comply with such
         requirements; provided that no such amendment or supplement will be
         filed with the Commission without the prior consent of the
         Representatives.

                                      A-6
<PAGE>

                  (c) During the period specified in Section 3(b), the Company
         will notify each Underwriter immediately and confirm the notice in
         writing (i) when any amendment to the Registration Statement shall have
         become effective, (ii) of the transmission, mailing or other delivery
         to the Commission for filing of any supplement to the Prospectus or any
         document to be filed pursuant to the 1934 Act, (iii) of the receipt of
         any comments from the Commission with respect to the Registration
         Statement or the Prospectus, (iv) of any request, written or oral, by
         the Commission or any state securities regulatory authority for any
         amendment to the Registration Statement or any amendment or supplement
         to the Prospectus or for additional information and (v) of the issuance
         by the Commission or any state securities regulatory authority of any
         stop order suspending the effectiveness of the Registration Statement
         or of the initiation of any proceedings for that purpose. The Company
         will make every reasonable effort to prevent the issuance by the
         Commission or any state securities regulatory authority of any stop
         order during the period specified in Section 3(b) and, if any such stop
         order shall at any time be issued, to obtain the lifting thereof at the
         earliest possible moment.

                  (d) The Company will deliver to each Underwriter and to
         counsel for the Underwriters, as soon as available, one signed copy of
         the Registration Statement as originally filed and one signed copy of
         all amendments thereto filed during the period specified in Section
         3(b) (in each case including all exhibits and other documents filed
         therewith or incorporated by reference therein).

                  (e) During the period specified in Section 3(b), the Company
         will deliver to the Underwriters, in accordance with the
         Representatives' instructions, as many copies of the Prospectus as the
         Underwriters may reasonably request.

                  (f) The Company, during the period specified in Section 3(b),
         will file promptly all documents required to be filed with the
         Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
         Act; provided that such documents must be satisfactory to counsel for
         the Underwriters.

                  (g) The Company will make generally available to its security
         holders as soon as practicable, but not later than 90 days after the
         close of the period covered thereby, an earnings statement (in form
         complying with the provisions of Section 11(a) of the Securities Act,
         which need not be certified by independent public accountants) covering
         a period of 12 months commencing not later than the first day of the
         calendar quarter following the effective date of the Registration
         Statement.

                  (h) The Company will endeavor, in cooperation with the
         Underwriters, to qualify the Securities for offering and sale under the
         applicable securities laws of such jurisdictions as the Representatives
         may designate; provided, however, that the Company shall not be
         obligated to file any general consent to service of process or to
         qualify as a foreign corporation or as a dealer in securities in any
         jurisdiction in which it is not so qualified. In each jurisdiction in
         which Securities have been qualified as above provided, the Company
         will make and file such statements and reports in each year as are or
         may be reasonably required by the laws thereof.

                                      A-7
<PAGE>

                  (i) Between the date of the Terms Agreement and the Closing
         Date, the Company will not, without the prior consent of the
         Representatives, offer or sell, or enter into any agreement to sell,
         any debt securities of the Company having an original maturity of one
         year or more.

         Section 4. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
expenses in connection with (i) the preparation, printing and filing of the
Registration Statement and Prospectus and the printing of this Agreement, the
Securities and the Indenture, (ii) the issuance and delivery of the Securities
to the Underwriters, including transfer agents' and registrars' fees, (iii) the
fees and disbursements of the Company's counsel and accountants, (iv) the
qualification of the Securities under securities laws in accordance with the
provisions of Section 3(h), including filing fees and the fees and disbursements
of counsel for the Underwriters in connection therewith and in connection with
the preparation of the Blue Sky Memorandum, (v) the printing and delivery to the
Underwriters, in quantities as hereinabove stated, of copies of the Registration
Statement and any amendments thereto and of the Prospectus and any amendments or
supplements thereto and (vi) the printing and delivery to the Underwriters of
copies of the Blue Sky Memorandum to be prepared by counsel for the
Underwriters.

         If this Agreement is cancelled by the Underwriters in accordance with
the provisions of Section 5 or by the Company in accordance with the provisions
of Section 6 or is terminated by the Underwriters in accordance with the
provisions of Section 10(b)(i) or is terminated by the Company in accordance
with the provisions of Section 10(a), the Company shall reimburse the
Underwriters for all of their out-of-pocket expenses, including the reasonable
fees and disbursements of counsel for the Underwriters.

         Section 5. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters hereunder to purchase and pay for Securities on
the Closing Date are subject to the accuracy, as of the date of the Agreement
and as of the Closing Date, of the representations and warranties of the
Company, to the performance by the Company of its obligations hereunder, and to
the following conditions:

                  (a) At the Closing Date (i) no stop order suspending the
         effectiveness of the Registration Statement shall have been issued
         under the Securities Act or proceedings therefor initiated or
         threatened by the Commission, (ii) the debt securities or preferred
         stock of the Company shall not (a) have been placed on "credit watch"
         by any nationally recognized securities rating agency ("NRSRA") or (b)
         had the rating assigned to them by any NRSRA lowered from the rating in
         place at the time of the execution of the Terms Agreement and (iii)
         there shall not have come to the attention of the Representatives any
         facts that would cause the Representatives to believe that the
         Prospectus, together with the Prospectus Supplement, at the time it was
         required to be delivered to a purchaser of the Securities, contained an
         untrue statement of a material fact or omitted to state a material fact
         necessary in order to make the statements therein, in light of the
         circumstances existing at such time, not misleading.

                                      A-8
<PAGE>

                  (b) At the Closing Date, the Underwriters shall have received:

                           (1) The favorable opinion of Friday, Eldredge &
                  Clark, counsel for the Company, dated the Closing Date, in
                  form and substance satisfactory to counsel for the
                  Underwriters, to the effect that:

                                    (i) the Company has been duly organized and
                           is validly existing as a corporation in good standing
                           under the laws of the State of Delaware, and has full
                           corporate power and authority to conduct the business
                           in which it is engaged, to own, lease and operate the
                           properties used by it in such business, to issue and
                           sell the Securities and to enter into and perform
                           this Agreement;

                                    (ii) this Agreement has been duly authorized
                           by, and duly executed and delivered on behalf of, the
                           Company;

                                    (iii) the Indenture has been duly authorized
                           by, and duly executed and delivered on behalf of, the
                           Company, and constitutes the valid and binding
                           agreement of the Company, enforceable in accordance
                           with its terms, except as enforcement thereof may be
                           limited by bankruptcy, insolvency or other laws
                           relating to or affecting enforcement of creditors'
                           rights and by general equity principles;

                                    (iv) the Securities are in the form
                           authorized in the Indenture; the Securities have been
                           duly authorized by all necessary corporate action
                           and, when the Securities have been executed and
                           authenticated as specified in the Indenture and
                           delivered against payment pursuant to this Agreement,
                           will be valid and binding obligations of the Company,
                           enforceable in accordance with their terms, except as
                           enforcement thereof may be limited by bankruptcy,
                           insolvency or other laws relating to or affecting
                           enforcement of creditors' rights and by general
                           equity principles, and the holders of the Securities
                           will be entitled to the benefits of the Indenture;

                                    (v) the Indenture and the Securities conform
                           in all material respects to the descriptions thereof
                           in the Prospectus and the applicable Prospectus
                           Supplement;

                                    (vi) the Indenture is qualified under the
                           1939 Act;

                                      A-9
<PAGE>

                                    (vii) no approval, authorization, consent or
                           order of, or registration or filing with, any court,
                           governmental agency or other public board or body is
                           legally required for the issuance and sale of the
                           Securities by the Company or the performance of this
                           Agreement by the Company, except such as may be
                           required under State or federal securities or "blue
                           sky" laws and such as have already been received;

                                    (viii) the Registration Statement is
                           effective under the Securities Act, and, to the best
                           of their knowledge, no stop order suspending the
                           effectiveness of the Registration Statement has been
                           issued and no proceedings for a stop order are
                           pending or threatened under Section 8(d) of the
                           Securities Act;

                                    (ix) at the time the Registration Statement
                           became effective and as of the date of the Terms
                           Agreement, the Company satisfied the requirements
                           under the Securities Act for use of a Registration
                           Statement on Form S-3, the Registration Statement
                           (other than the financial statements included
                           therein, as to which no opinion need be rendered)
                           complied as to form in all material respects with the
                           requirements of the Securities Act, the 1939 Act and
                           the Regulations regarding registration statements on
                           Form S-3 and related prospectuses, and nothing has
                           come to their attention that would lead them to
                           believe that the Registration Statement, at the time
                           it became effective (or if an amendment to the
                           Registration Statement or an annual report on Form
                           10-K has been filed by the Company with the
                           Commission subsequent to the effectiveness of the
                           Registration Statement, at the time of the most
                           recent filing), and as of the date of the Terms
                           Agreement, contained an untrue statement of a
                           material fact or omitted to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein not misleading, or that the
                           Prospectus, at the date of the Terms Agreement and at
                           the Closing Date, contains an untrue statement of a
                           material fact or omits to state a material fact
                           required to be stated therein or necessary to make
                           the statements therein, in the light of the
                           circumstances under which they were made, not
                           misleading;

                                    (x) to the best of their knowledge, there
                           are no contracts, instruments or documents of a
                           character required to be described in the
                           Registration Statement or to be filed as exhibits
                           thereto other than those described or filed;

                                    (xi) to the best of their knowledge, there
                           are no legal or governmental proceedings pending or
                           threatened of a character which should be disclosed
                           in the Registration Statement;

                                      A-10
<PAGE>

                                    (xii) the statements in the Prospectus under
                           the caption "Description of Securities" have been
                           prepared or reviewed by them, are correct and fairly
                           present the information required to be set forth with
                           respect to the Securities;

                                    (xiii) to the best of their knowledge, each
                           of the Company's subsidiaries has municipal consents
                           or franchises free from unduly burdensome
                           restrictions which, together with its corporate or
                           charter powers, are adequate to enable it to carry on
                           its operations in the territory served by such
                           subsidiary; and

                                    (xiv) neither the issuance and sale of the
                           Securities by the Company nor the execution, delivery
                           and performance of this Agreement will conflict with
                           or result in a breach of, or constitute a default
                           under, any of the terms, conditions or provisions of
                           any agreement or instrument known to such counsel to
                           which the Company or any of its subsidiaries is a
                           party or by which the Company or any of its
                           subsidiaries or any of their properties is bound.

                           (2) The favorable opinion of Kutak Rock, counsel for
                  the Underwriters, dated the Closing Date, with respect to such
                  matters as requested by the Underwriters.

                           (3) A certificate signed by any two of the Chairman
                  and Chief Executive Officer, President, a Senior Vice
                  President, Treasurer or the Controller of the Company, dated
                  the Closing Date, to the effect that (i) they have carefully
                  read the Registration Statement; (ii) as of the date of the
                  Terms Agreement, the Registration Statement and the Prospectus
                  did not contain an untrue statement of a material fact and did
                  not omit to state a material fact required to be stated
                  therein or necessary to make the statements therein not
                  misleading; (iii) since the effective date of the Registration
                  Statement, no event has occurred which should have been set
                  forth in an amendment or supplement to the Prospectus but
                  which has not been set forth; and (iv) at the Closing Date,
                  the representations and warranties set forth in Section 1 of
                  the Agreement are true and correct.

                  (c) The Underwriters shall have received from Arthur Andersen
         LLP, a letter, dated as of the Closing Date in form and substance
         satisfactory to the Underwriters, to the effect that:

                           (i) they are independent certified public accountants
                  with respect to the Company and its subsidiaries within the
                  meaning of the Securities Act and the Regulations and are in
                  compliance with the requirements for the qualification of
                  accountants under Rule 2.01 of Regulation S-X of the
                  Regulations;

                                      A-11
<PAGE>

                           (ii) in their opinion, the audited financial
                  statements and supplemental schedules set forth in the most
                  recent annual report on Form 10-K filed by the Company
                  pursuant to Section 13 of the 1934 Act and covered by their
                  opinion in such annual report on Form 10-K included in the
                  Registration Statement and the Prospectus comply as to form in
                  all material respects with the applicable accounting
                  requirements of the 1934 Act and the 1934 Act Regulations; and

                           (iii) they confirm, as of the date of such letter
                  (or, with respect to matters involving changes or developments
                  since the respective dates as of which specified financial
                  information is given or incorporated in the Prospectus, as of
                  a date not more than five days prior to the date of such
                  letter), their conclusions and findings with respect to the
                  financial information and other matters covered by its letter
                  delivered to you and dated as of the date of this Agreement.

                  (d) At the Closing Date, counsel for the Underwriters shall
         have been furnished with such other documents, certificates and
         opinions as they may reasonably require for the purpose of enabling
         them to pass upon the issuance and sale of the Securities as herein
         contemplated and related proceedings, or in order to evidence the
         accuracy or completeness of any of the representations or warranties,
         or the fulfillment of any of the conditions, herein contained; and all
         proceedings taken by the Company in connection with the issuance and
         sale of the Securities as herein contemplated shall be satisfactory in
         form and substance to the Underwriters and counsel for the
         Underwriters.

         If any of the conditions specified in this Section shall not have been
fulfilled when as required by this Agreement to be fulfilled, this Agreement and
all obligations of the Underwriters hereunder may be cancelled by the
Underwriters by notifying the Company of such cancellation in writing or by
telegram at any time at or prior to the Closing Date, and any such cancellation
shall be without liability of any party to this Agreement to any other party to
this Agreement except as otherwise provided in this Agreement.

         Section 6. Conditions of Company's Obligation. The obligation of the
Company to issue and sell the Securities at the Closing Date is subject to the
condition that on the Closing Date no stop order suspending the effectiveness of
the Registration Statement shall have been issued or proceedings therefor
initiated or threatened.

         Section 7. Indemnification.

                  (a) The Company agrees to indemnify and hold harmless each
         Underwriter and each person, if any, who controls an Underwriter within
         the meaning of Section 15 of the Securities Act, as follows:

                           (i) against any and all loss, liability, claim,
                  damage and expense whatsoever arising out of any untrue
                  statement or alleged untrue statement of a material fact
                  included in the Registration Statement (or any amendment
                  thereto), or the omission or alleged omission therefrom of a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading or arising out of
                  any untrue statement or alleged untrue statement of a material

                                      A-12
<PAGE>

                  fact included in any preliminary prospectus or the Prospectus
                  (or any amendment or supplement thereto) or the omission or
                  alleged omission therefrom of a material fact necessary in
                  order to make the statements therein, in light of the
                  circumstances under which they were made, not misleading,
                  unless such untrue statement or omission or such alleged
                  untrue statement or omission was made in reliance upon and in
                  conformity with written information furnished to the Company
                  by an Underwriter expressly for use in the Registration
                  Statement (or any amendment thereto) or such preliminary
                  prospectus or the Prospectus (or any amendment or supplement
                  thereto);

                           (ii) against any and all loss, liability, claim,
                  damage and expense whatsoever to the extent of the aggregate
                  amount paid in settlement of any litigation or investigation
                  or proceeding by any governmental agency or body, commenced or
                  threatened, or of any claim whatsoever based upon any such
                  untrue statement or omission, or any such alleged untrue
                  statement or omission, if such settlement is effected with the
                  written consent of the Company; and

                           (iii) against any and all expense whatsoever
                  (including the fees and disbursements of counsel chosen by the
                  Underwriters) reasonably incurred in investigating, preparing
                  or defending against any litigation or investigation or
                  proceeding by any governmental agency or body, commenced or
                  threatened, or any claim whatsoever based upon any such untrue
                  statement or omission, or any such alleged untrue statement or
                  omission, to the extent that any such expense is not paid
                  under (i) or (ii) above.

                  (b) Each Underwriter severally agrees that it will indemnify
         and hold harmless the Company, its directors, and each of its officers
         who signed the Registration Statement and each person, if any, who
         controls the Company within the meaning of Section 15 of the Securities
         Act to the same extent as the indemnity contained in subsection (a) of
         this Section, but only with respect to statements or omissions made in
         the Registration Statement (or any amendment thereto) or any
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto) in reliance upon and in conformity with written
         information furnished to the Company by such Underwriter expressly for
         use in the Registration Statement (or any amendment thereto) or such
         preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto).

                  (c) Each indemnified party shall give prompt notice to each
         indemnifying party of any action commenced against it in respect of
         which indemnity may be sought hereunder, but failure to so notify an
         indemnifying party shall not relieve it from any liability which it may
         have otherwise than on account of this indemnity agreement. An
         indemnifying party may participate at its own expense in the defense of
         such action. In no event shall the indemnifying parties be liable for
         the fees and expenses of more than one counsel for all indemnified
         parties in connection with any one action or separate but similar or
         related actions in the same jurisdiction arising out of the same
         general allegations or circumstances.

                                      A-13
<PAGE>

         Section 8. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 7 is for any reason held to be unenforceable by the indemnified parties
although it is applicable in accordance with its terms, the Company and the
Underwriters shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Company and one or more Underwriters in respect of such offering
in such proportions that the Underwriters shall be responsible for that portion
of the aggregate losses, liabilities, claims, damages and expenses represented
by the percentage that the underwriting discount appearing on the cover page of
the Prospectus Supplement relating to the Securities bears to the public
offering price appearing thereon and the Company shall be responsible for the
balance; provided, however, that no such person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person, if any,
who controls an Underwriter within the meaning of Section 15 of the Securities
Act shall have the same rights to contribution as such Underwriter and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act shall have the same rights to contribution
as the Company.

         Section 9. Representations, Warranties and Agreements To Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or contained in certificates of officers of the Company submitted
pursuant hereto shall remain operative and in full force and effect, regardless
of any investigation made by or on behalf of an Underwriter or any controlling
person of an Underwriter, or by or on behalf of the Company, and shall survive
delivery of any of the Securities to the Underwriters.

         Section 10. Termination of Agreement.

                  (a) The Representatives, by notice to the Company, or the
         Company, by notice to the Representatives, may terminate this Agreement
         without cause at any time prior to the time the Securities are released
         by the Underwriters for sale.

                  (b) The Underwriters shall also have the right to terminate
         this Agreement by notice to the Company at any time at or prior to the
         Closing Date (i) if there shall have been, since the respective dates
         as of which information is given in the Registration Statement and
         Prospectus, any material adverse change in the consolidated condition
         of the Company, financial or otherwise, except as referred to in the
         Registration Statement and Prospectus, (ii) if there shall have

                                      A-14
<PAGE>

         occurred any outbreak of hostilities or other national or international
         calamity or crisis the effect of which on the financial markets of the
         United States shall be such as, in the Representatives' judgment, makes
         it impracticable for the Underwriters to sell the Securities, (iii) if
         trading in the Common Stock of the Company on the New York Stock
         Exchange shall have been suspended or if trading generally on the New
         York Stock Exchange shall have been suspended, or minimum or maximum
         prices for trading shall have been fixed, or maximum ranges for prices
         of securities shall have been required on the New York Stock Exchange,
         by such exchange or by order of the Commission or any other
         governmental authority having jurisdiction or (iv) if a banking
         moratorium shall have been declared by either federal or New York
         authorities.

                  (c) If this Agreement is terminated pursuant to this Section,
         such termination shall be without liability of any party to any other
         party except as otherwise provided in this Agreement.

         Section 11. Default. If any Underwriter shall fail at the Closing Date
to purchase the Securities which it is obligated to purchase hereunder (the
"Defaulted Securities"), the Representatives (or the Representative not in
default if the default is by a Representative) shall have the right, but not the
obligation, within 24 hours thereafter, to make arrangements for one or more of
the Underwriters not in default to purchase all, but not less than all, of the
Defaulted Securities upon the terms herein set forth; if, however, the
Representatives (or the Representatives not in default if the default is by a
Representative) shall not have completed such arrangements within such 24-hour
period, then this Agreement shall terminate without liability on the part of the
Company or any Underwriter not in default, except as otherwise provided in
Section 4.

         Nothing in this Section and no action taken pursuant to this Section
shall relieve a defaulting Underwriter from liability in respect of any default
of such Underwriter under this Agreement.

         In the event of a default by an Underwriter as set forth in this
Section, either the Representatives or the Company shall have the right to
postpone the Closing Date for a period of not exceeding five business days in
order that any required changes in the Registration Statement or Prospectus or
in any other documents or arrangements may be effected.

         Section 12. Notices.  Except as otherwise specifically provided herein,
all communications hereunder shall be in writing or by telegram and, if to the
Underwriters, shall be mailed or delivered to the Representatives c/o Stephens
Inc., 111 Center Street, Little Rock, Arkansas 72201, Attention: Mr. N. Dumas
Garrett; if to the Company, shall be mailed or delivered to it at One Allied 
Drive, Little Rock, Arkansas 72202, Attention: Mr. Francis X. Frantz.

         Section 13. Parties. This Agreement shall inure to the benefit of and
be binding upon the Company and any Underwriter who becomes a party hereto and
their respective successors. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person, firm or corporation, other
than the parties hereto and their respective successors and the controlling
persons and the directors and officers referred to in Sections 8 and 9, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and their respective successors and said controlling persons,
directors and officers and for the benefit of no other person, firm or
corporation. No purchaser of Securities from an Underwriter shall be deemed to
be a successor by reason merely of such purchase.

                                      A-15
<PAGE>

         Section 14. Governing Law.  This Agreement shall be governed
by the internal laws of the State of Arkansas.

                                      A-16
<PAGE>


                               ALLTEL CORPORATION
                            (a Delaware corporation)

                                DEBT SECURITIES

                                TERMS AGREEMENT

                        Dated: ___________________, 1998

ALLTEL Corporation
One Allied Drive
Little Rock, AR  72202

         We, the underwriters named below (the "Underwriters"), understand that
ALLTEL Corporation, a Delaware corporation (the "Company"), proposes to issue
and sell $______________________ aggregate principal amount of its unsecured
debt securities due _______________________, 20____ (the "Securities"). Subject
to the terms and conditions set forth herein or incorporated by reference
herein, and based upon the representations and warranties incorporated by
reference herein, the Underwriters offer to purchase, severally and not jointly,
the respective principal amounts of Securities set forth below opposite their
respective names at the purchase price set forth below.

              Underwriter                       Principal Amount of Securities
Stephens Inc.                                        $ 
                                                       ------------
NationsBanc Montgomery                                 
                                                       ------------
Securities LLC
                                                       ------------
Salomon Smith Barney                                   
                                                       ------------
Total .......................                        $


         The Securities shall have the terms described in the Preliminary
Prospectus Supplement with respect to the Securities dated __________________,
1998 and the following additional terms:

               Interest rate:                     _____%
               Initial public offering price:     _____% ($______________)
               Purchase Price:                    _____% ($______________)

         All the provisions contained in the document attached as Annex A hereto
entitled "ALLTEL Corporation - Underwriting Agreement Basic Provisions" are
hereby incorporated by reference in their entirety herein and shall be deemed to
be a part of this Terms Agreement to the same extent as if such provisions had
been set forth in full herein. Terms defined in such document are used herein as
therein defined.

         Please accept this offer no later than 3:00 p.m. (Little Rock, Arkansas
time) by signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us.


                                                     Very truly yours,

                                                     STEPHENS INC.

                                                     NATIONSBANC MONTGOMERY

                                                     SECURITIES LLC

                                                     SALOMON SMITH BARNEY




                                                     By Stephens Inc.


                                                     By:   
                                                     Name: 
                                                     Title:




Accepted:

ALLTEL Corporation


By:   
Name: 
Title:




                               ALLTEL CORPORATION

                                       to

                         CHASE MANHATTAN TRUST COMPANY,
                              NATIONAL ASSOCIATION,

                                   AS TRUSTEE


                          NINTH SUPPLEMENTAL INDENTURE

                     Dated as of _____________________, 1998


                            Providing for Issuance of

                    $____________________ Principal Amount of

                ____% Debentures due ____________________, 20____


<PAGE>


          THIS NINTH SUPPLEMENTAL INDENTURE (the "Ninth Supplemental
Indenture"), dated as of ____________________, 1998, made and entered into by
and between ALLTEL CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware, with its principal offices located at One
Allied Drive, Little Rock, Arkansas (hereinafter referred to as the "Company"),
and CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION, successor to Mellon
Bank, F.S.B., successor to Key Bank National Association, successor to Society
National Bank, as trustee (hereinafter referred to as the "Trustee").
          WHEREAS, the Company has duly executed and delivered to the Trustee an
Indenture dated as of January 1, 1987 (hereinafter referred to as the "Original
Indenture"), as supplemented by a First Supplemental Indenture dated as of 
March 1, 1987, a Second Supplemental Indenture dated as of April 1, 1989, a 
Third Supplemental Indenture dated as of May 8, 1990, a Fourth Supplemental
Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture dated as of
October 1, 1993, a Sixth Supplemental Indenture dated as of April 1, 1994, a 
Seventh Supplemental Indenture dated as of September 1, 1995 and an Eighth 
Supplemental Indenture dated as of March 1, 1996 (the Original Indenture and all
supplemental indentures thereto being hereinafter collectively, referred to as
the "Indenture"), providing for the periodic issuance of debt securities in
series; and
         WHEREAS, Section 2.02(a) of the Original Indenture provides for the
issuance of any Series (as defined in the Original Indenture) of Securities (as
defined in the Original Indenture) pursuant to a Board Resolution (as defined in
the Original Indenture) or by the execution and delivery to the Trustee of an
indenture supplemental to the Indenture authorized and approved by the Board of
Directors of the Company; and
          WHEREAS, Section 2.01 of the Original Indenture provides that all
Series of Securities shall be equally and ratably entitled to the benefits of
the Indenture; and
          WHEREAS, the Company desires in and by this Ninth Supplemental
Indenture to provide for the creation and issuance of $__________________
principal amount of ___% Debentures due _____________________, 20___,
(hereinafter referred to as the "Debentures") in accordance with and under the
terms and provisions of the Indenture; and
          WHEREAS, the Board of Directors of the Company has duly authorized the
execution and delivery of this Ninth Supplemental Indenture providing for the
issuance of the Debentures as herein provided; and
          WHEREAS, all things necessary to make this Ninth Supplemental
Indenture a valid and binding agreement of the Company, in accordance with its
terms, have been done;
          NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH:
          That, for and in consideration of the premises and the purchase of the
Debentures by the Holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the Holders of Debentures:

                                   ARTICLE ONE

                             Issuance of Debentures
                             ----------------------
          Section 1.01. The Debentures hereby authorized to be issued under this
Ninth Supplemental Indenture and the Indenture shall be designated "____%
Debentures due _______________________, 20____." No more than
$________________________ of the Debentures shall be issued and authenticated
hereunder (except for Debentures issued and authenticated pursuant to Sections
2.08, 2.09, 2.12, 3.06 or 9.05 of the Original Indenture). The Debentures shall
be issuable in authorized denominations of $1,000 and integral multiples thereof
and registered as to principal and interest. The Debentures shall be dated the
date of their authentication and shall bear interest at the rate of
________________ percent (___%) per annum, payable semi-annually, based on a
360-day year comprised of twelve 30-day months. The Company shall pay interest
in such coin or currency of the United States of America as is, as of the time
of payment, legal tender for the payment of public and private debts, and pay to
the Holders of the Debentures interest on said principal sum at the rate per
annum specified in the title of the Debentures, in like coin or currency, from
the March 15 or September 15 next preceding the date of authentication to which
interest has been paid (unless the date of authentication thereof is a March 15
or September 15 to which Interest has been paid, in which case from the date of
authentication; or unless the date of authentication thereof is on or prior to
September 15, 1998, in which case from ____________________, 1998; or unless the
date of authentication thereof is between the close of business on March 1 or
September 1, as the case may be, and the following March 15 or September 15,
respectfully, in which case from such March 15 or September 15; provided,
however, that if the Company shall default in payment of the interest due on
such March 15 or September 15, then from the next preceding March 15 or
September 15, to which interest has been paid or, if no interest has been paid
on the Debentures, from __________________, 1998) semi-annually on March 15 or
September 15 in each year, until payment of said principal sum has been made.
The interest so payable on any March 15 or September 15 will, subject to certain
exceptions hereinafter referred to, be paid to the Holders of the Debentures as
of the close of business on the March 1 or September 1, as the case may be, next
preceding such March 15 or September 15 whether or not such March 1 or 
September 1 is a business day. If and to the extent the Company shall default 
in the payment of the interest on a March 15 or September 15, such defaulted 
interest shall be paid to the Holders of the Debentures as of a subsequent 
record date established by notice given by mail by or on behalf of the Company 
to the Holders of the Debentures not less than 15 days preceding such subsequent
record date, such subsequent record date not to be less than five days preceding
the date of payment of such defaulted interest.

<PAGE>

          Transfers of Debentures will be registrable and principal will be
payable at the corporate trust office of the Trustee or its affiliate in New 
York, New York, or at such other location or locations as may be provided for
pursuant to the Indenture. The Debentures will be issued in fully registered
form without coupons in denominations of $1,000 and integral multiples thereof.
          Section 1.02. The fully registered Debentures and the Trustee's
Certificate of Authentication to be endorsed thereon are to be in substantially
the following form:

                   Form of Fully Registered _____% Debentures
                   ------------------------------------------

                             due ____________, 20___
                             -----------------------


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.


<PAGE>



NO.                                                              $
    ----------------                                              -----------

                               ALLTEL Corporation

                   _____% Debenture due _______________, 20___

         ALLTEL Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received, hereby promises to pay to, or registered assigns, the principal sum
of DOLLARS on __________________, 20___, at the office or agency of the Company
in the Borough of Manhattan, City of New York, State of New York, or at such
other location or locations as may be provided for pursuant to the Indenture, in
such coin or currency of the United States of America which as of the time of
payment is legal tender for the payment of public and private debts, and to pay
to the registered holder hereof, as hereinafter provided, interest on said
principal sum at the rate per annum specified in the title of this Debenture, in
like coin or currency, from the March 15 or September 15, next preceding the
date of authentication hereof to which interest has been paid (unless the date
of authentication is a March 15 or September 15 to which interest has been paid,
in which case from the date of authentication; or unless the date of
authentication hereof is on or prior to September 15, 1998 in which case from
____________________, 1998; or unless the date of authentication hereof is
between the close of business on March 1 or September 1, as the case may be, and
the following March 15 or September 15, respectively, in which case from such
March 15 or September 15; provided, however, that if the Company shall default
in payment of the interest due on such March 15 or September 15, then from the
next preceding March 15 or September 15, to which interest has been paid or, if
no interest has been paid on the Debentures, from _________________, 1998)
semi-annually on March 15 or September 15 in each year, until payment of said
principal sum has been made. The interest so payable on any March 15 or
September 15 will, subject to certain exceptions hereinafter referred to, be
paid to the person in whose name this Debenture is registered at the close of
business on the March 1 or September 1, as the case may be, next preceding such
March 15 or September 15 whether or not such March 1 or September 1 is a
business day. If and to the extent the Company shall default in the payment of
the interest on a March 15 or September 15, such defaulted interest shall be
paid to the persons in whose names the Debentures are registered on a subsequent
record date established by notice given by mail by or on behalf of the Company
to the holders of Debentures not less than 15 days preceding such subsequent
record date, such subsequent record date not to be less than five days preceding
the date of payment of such defaulted interest.

         This ____% Debenture due _____________________, 20____ is one of a duly
authorized issue of debentures (hereinafter called the "Debentures") of the
series hereinafter specified (all of the debentures, notes or other evidences of
indebtedness issued under the Indenture hereinafter mentioned herein called the
"Securities"), all issued or to be issued under and pursuant to an Indenture,
dated as of January 1, 1987, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture
dated as of October 1, 1993, a Sixth Supplemental Indenture dated as of April 1,
1994, a Seventh Supplemental Indenture dated as of September 1, 1995, an Eighth
Supplemental Indenture dated as of March 1, 1996 and a Ninth Supplemental
Indenture dated as of _______________________, 1998 (said Indenture, as
supplemented herein, referred to as the "Indenture"), duly executed and
delivered between the Company and Chase Manhattan Trust Company, National
Association, successor to Mellon Bank, F.S.B., successor to Key Bank, National
Association, as successor to Society National Bank, as Trustee (herein referred
to as the "Trustee"), to which Indenture and all indentures supplemental 
thereto, reference is hereby made for a description of the respective rights, 
limitations of rights, obligations, duties and immunities thereunder of the 
Trustee, the Company and the holders of the Securities. The Securities may be 
issued in one or more series, which different series may be issued in various 
aggregate principal amounts, may as between different series and within a given
series mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any), may be subject to 
different sinking, purchase or analogous funds (if any), may be subject to 
different covenants and Events of Default and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as the _____% 
Debentures due ___________________, 20____ of the Company issued in the 
aggregate principal amount of $______________________.

          In the case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture. The Indenture provides
that in certain events such declaration and its consequences may be rescinded
and annulled by the holders of a majority in aggregate principal amount of the
Debentures. It is also provided in the Indenture that the holders of a majority
in aggregate principal amount of the Debentures at the time may waive, on behalf
of the holders of all of the Debentures, any existing default with respect to
the Debentures and its consequences, except a default in the payment of the
principal of or interest on any of the Securities.

<PAGE>

          The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the majority in principal amount of the outstanding
Securities of each Series to be affected (with each Series voting as a class),
to enter into supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying the rights of the holders of the Securities without the
consent of each Securityholder affected; provided, however, that without the
consent of the Securityholder affected, an amendment or waiver may not reduce
the amount of Securities whose holders must consent to an amendment or waiver,
or change the rate of or change the time for payment of interest on any
Security, or change the principal of or change the fixed maturity of any
Security, or reduce any premium payable upon the redemption of any Security, or
waive a default in the payment of principal of and premium, if any, and interest
on any Security, or make any Security payable in money other than that stated in
the Security, or impair the right to institute suit for the enforcement of any
payment on or with respect to any Security.

          Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.

          No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Debenture at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.

          The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof. At the
office or agency to be maintained by the Company in the Borough of Manhattan,
City of New York, State of New York, or at such other location or locations as
may be provided for pursuant to the Indenture, and in the manner and subject to
the limitations provided in the Indenture, Debentures may be exchanged for a
like aggregate principal amount of Debentures of other authorized denominations,
without payments of any charge other than a sum sufficient to reimburse the
Company for any tax or other governmental charge incident thereto.

          The Debentures will be redeemable as a whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of such Debentures and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis
points, plus in each case accrued interest thereon to the date of redemption.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of Debentures to be redeemed.

          No Sinking Fund is provided for the Debentures.

          The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or any estate or trust whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.

          Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the terms
of the Indenture but without payment of any charge other than a sum sufficient
to reimburse the Company for any tax or other governmental charge incident
thereto. Upon any such registration of transfer, a new Debenture or Debentures
of authorized denomination or denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange herefor.

<PAGE>

          Prior to due presentment for registration of transfer, the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat the
person in whose name this Debenture shall be registered upon the registry books
of the Company as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal or premium, if any, hereof, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor
any Debenture registrar shall be affected by any notice to the contrary. All
such payments shall be valid and effectual to satisfy and discharge the
liability on this Debenture to the extent of the sum or sums so paid.

          No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on a or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part or the consideration for
the issue hereof, expressly waived and released.

          All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.

          As provided in the Indenture, this Debenture shall for all purposes be
governed by and construed in accordance with the laws of the State of Ohio.

          The Debentures constitute senior indebtedness of the Company superior
in right of payment to the Company's subordinated indebtedness.

          This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee referred to on the reverse hereof.


<PAGE>


          IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to
be duly executed under its corporate seal.

Dated:  _____________________, 1998
                                        ALLTEL CORPORATION

                                        By: /s/ Joe T. Ford
                                            ------------------------------------
                                            Joe T. Ford
                                            Chairman and Chief Executive Officer

[Corporate Seal]

Attest:



- ------------------------------
Francis X. Frantz
Secretary





                      Form of Certificate of Authentication
                      -------------------------------------

  This is one of the Securities referred to in the within-mentioned Indenture.

                                                CHASE MANHATTAN TRUST COMPANY,
                                                NATIONAL ASSOCIATION, as Trustee



                                                By:  ---------------------------
                                                     Authorized Officer



<PAGE>



           Section 1.03. Forthwith upon (i) the execution and delivery of this
Ninth Supplemental Indenture the Trustee, (ii) upon the execution and delivery
to it of $______________________ principal amount of the Debentures and (iii)
upon delivery to the Trustee of the items required by Sections 2.02 and 2.03 of
the Original Indenture including, without limitation, the written Company Order
signed by any two of the Chairman of the Board of Directors, any Vice Chairman
of the Board of Directors, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary, any Assistant Secretary, and the Controller
of the Company, and without any further authorization or action by the Company,
shall authenticate and deliver the Debentures.

                                   ARTICLE TWO

                          Registered Global Securities
                          ----------------------------

          Section 2.01.  Definitions:
                         -----------
          "Depositary" means, with respect to the Securities of any Series
issuable or issued in the form of one or more Registered Global Securities, the
person designated as Depositary by the Company pursuant to Section 2.02 of this
Ninth Supplemental Indenture until a successor Depositary shall have become such
pursuant to the applicable provisions of this Ninth Supplemental Indenture, and
thereafter "Depositary" shall mean or include each person who is then a
Depositary hereunder, and if at any time there is more than one such person,
"Depositary" as used with respect to the Securities of any such Series shall
mean the Depositary with respect to the Registered Global Securities of that
Series.
          "Registered Global Security" means a Security evidencing all or a part
of a series of Registered Securities, issued to the Depositary for such Series
in accordance with Section 2.02 of this Ninth Supplemental Indenture, and
bearing the legend prescribed in Section 2.02 of this Ninth Supplemental
Indenture.

<PAGE>

          Section 2.02. If the Company shall establish pursuant to Section 2.03
of this Ninth Supplemental Indenture that the Securities of a Series or a
portion thereof are to be issued in the form of one or more Registered Global
Securities, then the Company shall execute and the Trustee shall authenticate
and deliver one or more Registered Global Securities that (i) shall represent
and shall be denominated in an amount equal to the aggregate principal amount of
all of the Securities of such Series issued in such form and not yet canceled,
(ii) shall be registered in the name of the Depositary for such Registered
Global Security or Securities or the nominee of such Depositary, (iii) shall be
delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions and (iv) shall bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Securities in
definitive registered form, this Security may not be transferred except as a
whole by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary."
         Each Depositary designated pursuant to Section 2.03 of this Ninth
Supplemental Indenture must, at the time of its designation and at all time
while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and any other applicable statute or
regulation.
          Section 2.03. (a) At or prior to the issuance of the Debentures
authorized to be issued under this Ninth Supplemental Indenture, or at or prior
to the issuance of any other Series of Securities under the Indenture or this
Ninth Supplemental Indenture, the following terms with respect to Registered
Global Securities may be established at the Company's discretion, in addition to
any and all terms established in accordance with Section 2.02 of the Original
Indenture, pursuant to a Board Resolution or by an indenture supplemental
hereto:
          (1) whether the  Securities of the Series or any portion thereof 
will be issuable as Registered Global Securities;
          (2) if the Securities of the Series are issuable in whole or in part
as one or more Registered Global Securities, the identity of the Depositary for
such Registered Global Security or Securities.
          (b) If any of the foregoing terms are established pursuant to a Board
Resolution, the Company shall comply with the procedures and requirements set
forth in Section 2.02(b) of the Original Indenture.

<PAGE>

          Section 2.04. Notwithstanding any provisions of Section 2.08 of the
Original Indenture, unless and until it is exchanged in whole or in part for
Securities in definitive registered form, a Registered Global Security
representing all or a portion of the Securities of a Series may not be
transferred except as a whole by the Depositary for such Series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such Series or a nominee of such successor Depositary.
          If at any time the Depositary for any Registered Global Securities of
any Series notifies the Company that it is unwilling or unable to continue as
Depositary for such Registered Global Securities or if at any time the
Depositary for such Registered Global Securities shall no longer be eligible
under Section 2.02 of this Ninth Supplemental Indenture, the Company shall
appoint a successor Depositary eligible under Section 2.02 of this Ninth
Supplemental Indenture with respect to such Registered Global Securities. If a
successor Depositary eligible under Section 2.02 of this Ninth Supplemental
Indenture for such Registered Global Securities is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
ineligibility, the Company will execute, and the Trustee, upon receipt of the
Company's order for the authentication and delivery of definitive Registered
Securities of such Series, will authenticate and deliver, Registered Securities
of such Series and tenor, in any authorized denominations, in an aggregate
principal amount equal to the principal amount of such Registered Global
Securities, in exchange for such Registered Global Securities.
          The Company may at any time and in its sole discretion determine that
any Registered Global Securities of any Series shall no longer be maintained in
global form. In such event the Company will execute, and the Trustee, upon
receipt of the Company's order for the authentication and delivery of definitive
Securities of such Series, will authenticate and deliver, Securities of such
Series and tenor in definitive registered from without coupons, in any
authorized denominations, in an aggregate principal amount equal to the
principal amount of such Registered Global Securities, in exchange for such
Registered Global Securities.
          Any time the Registered Securities of any Series are not in the form
of Registered Global Securities pursuant to the preceding two paragraphs, the
Company agrees to supply the Trustee with a reasonable supply of certificated
Registered Securities without the legend required by Section 2.02 of this Ninth
Supplemental Indenture and the Trustee agrees to hold such Registered Securities
in safekeeping until authenticated and delivered pursuant to the terms of this
Indenture.

<PAGE>

          If established by the Company pursuant to Section 2.03 of this Ninth
Supplemental Indenture with respect to any Registered Global Security, the
Depositary for such Registered Global Security may surrender such Registered
Global Security in exchange in whole or in part for Registered Securities of the
same Series and tenor in definitive registered from on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,
                 (i) to the person specified by such Depositary new Registered
         Securities of the same Series and tenor, of any authorized
         denominations as requested by such person, in an aggregate principal
         amount equal to and in exchange for such person's beneficial interest
         in the Registered Global Security; and
                  (ii) to such Depositary a new Registered Global Security in a
         denomination equal to the difference, if any, between the principal
         amount of the surrendered Registered Global Security and the aggregate
         principal amount of Registered Securities authenticated and delivered
         pursuant to clause (i) above. Registered Securities issued in exchange
         for a Registered Global Security pursuant to this Section 2.04 shall be
registered in such names and in such authorized denominations as the Depositary
for such Registered Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee or an agent of
the Company or the Trustee. The Trustee or such agent shall deliver such
Securities to or as directed by the persons in whose names such Securities are
so registered.
                                  ARTICLE THREE

                          Redemption of the Debentures
                          ----------------------------

       Section 3.01. The Debentures will be redeemable as a whole or in part, at
the option of the Company at any time, at a redemption price equal to the
greater of (i) 100% of the principal amount of such Debentures and (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 10 basis points, plus in each case accrued interest thereon to the
date of redemption.

<PAGE>

       "Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
       "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Debentures. "Independent Investment Banker" means one of
the Reference Treasury Dealers appointed by the Trustee after consultation with
the Company.
       "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business days, (a) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Treasury
Reference Dealer at 5:00 p.m. on the third business day preceding such
redemption date.

<PAGE>

       "Reference Treasury Dealer" means each of NationsBanc Montgomery
Securities LLC, Salomon Smith Barney Inc., CS First Boston Corporation, Lehman
Brothers Inc. and Morgan Stanley & Co. Incorporated and their respective 
successors; provided, however, that if any of the foregoing shall cease to be
a primary U.S. Government securities dealer (a "Primary Treasury Dealer"), the 
Company shall substitute therefor another Primary Treasury Dealer.
       Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of Debentures to be 
redeemed.
       Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Debentures or
portions thereof called for redemption and the Debentures or portions thereof
called for redemption will cease to be outstanding and will only represent the
right to receive the redemption price plus accrued interest to the date of
redemption with respect to such Debentures.

                                  ARTICLE FOUR

                       No Sinking Fund for the Debentures
                       ----------------------------------

          Section 4.01.  No sinking fund is provided for the Debentures.

                                  ARTICLE FIVE

                                    Amendment
                                    ---------

          Section 5.01. Without the consent of each Holder of Debentures
affected, no amendment to or waiver of a right under, the Indenture or this
Ninth Supplemental Indenture shall change or alter the right of the Holders of
Debentures set forth in Section 9.02(a) of the Original Indenture.

                                   ARTICLE SIX

                            Miscellaneous Provisions
                            ------------------------

          Section 6.01. Except insofar as herein otherwise expressly provided,
all of the provisions, terms and conditions of the Indenture shall be deemed to
be incorporated in, and made a part of, this Ninth Supplemental Indenture; the
Indenture as supplemented by this Ninth Supplemental Indenture is in all
respects ratified and confirmed; and the Indenture and this Ninth Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
Certain terms used herein are defined in the Indenture.

<PAGE>

          Section 6.02. Nothing in this Ninth Supplemental Indenture is
intended, or shall be construed, to give to any person or corporation, other
than the parties hereto and the Holders of the Debentures issued under and
secured by the Indenture and this Ninth Supplemental Indenture, any legal or
equitable right, remedy or claim under or in respect of this Ninth Supplemental
Indenture, or under any covenant, condition or provision herein contained, all
the covenants, conditions and provisions of this Ninth Supplemental Indenture
being intended to be, and being, for the sole and exclusive benefit of the
parties hereto and of the Holders of the Debentures issued and to be issued
under the Indenture and this Ninth Supplemental Indenture, and secured thereby.
All covenants, promises and agreements in this Ninth Supplemental Indenture
contained by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.
           Section 6.03. This Ninth Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one instrument.
           Section 6.04. This Ninth Supplemental Indenture, the Indenture and
the Debentures issued thereunder shall each be deemed to be a contract made
under the laws of the State of Ohio, and shall be construed for all purpose in
accordance with the laws of said State.
           Section 6.05. If any provision of this Ninth Supplemental Indenture
limits, qualifies or conflicts with a provision which is required to be included
in this Ninth Supplemental Indenture by the Trust Indenture Act of 1939, the
required provision shall control.
           Section 6.06. The Debentures constitute senior indebtedness of the
Company superior in right of payment to the Company's subordinated indebtedness.

<PAGE>

           IN WITNESS WHEREOF, ALLTEL CORPORATION has caused this Ninth
Supplemental Indenture to be executed in its corporate name by its Chairman and
Chief Executive Officer and its corporate seal to be hereunder affixed and to be
attested by its Secretary, and CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION, has caused this Ninth Supplemental Indenture to be executed in its
name by a Vice President and its seal to be hereunto affixed and to be attested
by an Assistant Secretary, all as of the day and year first above written.

                                               ALLTEL CORPORATION

                                                By:    /s/ Joe T. Ford
                                                       -----------------------
                                                       Name:  Joe T. Ford
                                                       Title: Chairman and Chief
                                                              Executive Officer
[Seal]
Attest:

By:
   -------------------------------
      Name:  Francis X. Frantz
      Title:  Secretary




                                                 CHASE MANHATTAN TRUST COMPANY,
                                                 NATIONAL ASSOCIATION



                                                 By:  
                                                    ----------------------------
                                                       Name:
                                                       Title:  Vice President

[Seal]
Attest:


By: 
   --------------------------------
      Name:
      Title:    Assistant Secretary


<PAGE>


STATE OF ARKANSAS                     )
                                      )             SS:
COUNTY OF PULASKI                     )

         Personally appeared before me the undersigned, a Notary Public in and
for said County, Joe T. Ford, to me known and known to me to be the Chairman and
Chief Executive Officer of ALLTEL CORPORATION, the Corporation that executed the
foregoing instrument, who acknowledged that he did sign and seal said instrument
as such officer for and on behalf of said corporation, and that the same is his
free act and deed as such officer, and the free corporate act and deed of said
ALLTEL CORPORATION.
         IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
______ day of _______________, 1998.

                                                  ------------------------------
                                                  Notary Public
                                                  [Notarial Seal]



<PAGE>


STATE OF ARKANSAS                     )
                                      )             SS:
COUNTY OF PULASKI                     )

         Personally appeared before me the undersigned, a Notary Public in and
for said County, Francis X. Frantz, to me known and known to me to be the
Secretary of ALLTEL CORPORATION, the corporation that executed the foregoing
instrument, who acknowledged that he did sign and seal said instrument as such
officer for and on behalf of said corporation, and that the same is his free act
and deed as such officer, and the free corporate act and deed of said ALLTEL
CORPORATION.
         IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
______ day of __________________, 1998.

                                                   -----------------------------
                                                   Notary Public
                                                   [Notarial Seal]



<PAGE>


STATE OF                              )
                                      )             SS:
COUNTY OF                             )

         Personally appeared before me the undersigned, a Notary Public in and
for said County, _____________________________, Vice President and
_______________________, Assistant Secretary, to me known and known to me to be
Vice President and Assistant Secretary, respectfully, of CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION, a ________________________________________, that
executed the foregoing instrument, who severally acknowledged that they did sign
and seal said instrument as such officers for and on behalf of said association,
and that the same is their free act and deed as such officers, and the free
corporate act and deed of said CHASE MANHATTAN TRUST COMPANY, NATIONAL
ASSOCIATION.
         IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
______ day of __________________, 1998.

                                                          ----------------------
                                                          Notary Public
                                                          [Notarial Seal]



                  Form of Fully Registered _____% Debentures

                             due ____________, 20___


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.


NO.                                                                $ ______ 
    ----------------                                                --------

                               ALLTEL Corporation

                  _____% Debenture due _______________, 20___

         ALLTEL Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received, hereby promises to pay to , or registered assigns, the principal sum
of DOLLARS on __________________, 20___, at the office or agency of the Company
in the Borough of Manhattan, City of New York, State of New York, or at such
other location or locations as may be provided for pursuant to the Indenture, in
such coin or currency of the United States of America which as of the time of
payment is legal tender for the payment of public and private debts, and to pay
to the registered holder hereof, as hereinafter provided, interest on said
principal sum at the rate per annum specified in the title of this Debenture, in
like coin or currency, from the March 15 or September 15, next preceding the
date of authentication hereof to which interest has been paid (unless the date
of authentication is a March 15 or September 15 to which interest has been paid,
in which case from the date of authentication; or unless the date of
authentication hereof is on or prior to September 15, 1998 in which case from
____________________, 1998; or unless the date of authentication hereof is
between the close of business on March 1 or September 1, as the case may be, and
the following March 15 or September 15, respectively, in which case from such
March 15 or September 15; provided, however, that if the Company shall default
in payment of the interest due on such March 15 or September 15, then from the
next preceding March 15 or September 15, to which interest has been paid or, if
no interest has been paid on the Debentures, from _________________, 1998)
semi-annually on March 15 or September 15 in each year, until payment of said
principal sum has been made. The interest so payable on any March 15 or
September 15 will, subject to certain exceptions hereinafter referred to, be
paid to the person in whose name this Debenture is registered at the close of
business on the March 1 or September 1, as the case may be, next preceding such
March 15 or September 15 whether or not such March 1 or September 1 is a
business day. If and to the extent the Company shall default in the payment of
the interest on a March 15 or September 15, such defaulted interest shall be
paid to the persons in whose names the Debentures are registered on a subsequent
record date established by notice given by mail by or on behalf of the Company
to the holders of Debentures not less than 15 days preceding such subsequent
record date, such subsequent record date not to be less than five days preceding
the date of payment of such defaulted interest.

         This ____% Debenture due _____________________, 20____ is one of a duly
authorized issue of debentures (hereinafter called the "Debentures") of the
series hereinafter specified (all of the debentures, notes or other evidences of
indebtedness issued under the Indenture hereinafter mentioned herein called the
"Securities"), all issued or to be issued under and pursuant to an Indenture,
dated as of January 1, 1987, as supplemented by a First Supplemental Indenture
dated as of March 1, 1987, a Second Supplemental Indenture dated as of April 1,
1989, a Third Supplemental Indenture dated as of May 8, 1990, a Fourth
Supplemental Indenture dated as of March 1, 1991, a Fifth Supplemental Indenture
dated as of October 1, 1993, a Sixth Supplemental Indenture dated as of April 1,
1994, a Seventh Supplemental Indenture dated as of September 1, 1995, an Eighth
Supplemental Indenture dated as of March 1, 1996 and a Ninth Supplemental
Indenture dated as of _______________________, 1998 (said Indenture, as
supplemented herein, referred to as the "Indenture"), duly executed and
delivered between the Company and Chase Manhattan Trust Company, National
Association, successor to Mellon Bank, F.S.B., successor to Key Bank, National
Association, as successor to Society National Bank, as Trustee (herein referred
to as the "Trustee"), to which Indenture and all indentures supplemental
thereto, reference is hereby made for a description of the respective rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may as between different series and within a given
series mature at different times, may bear interest (if any) at different rates,
may be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided. This Debenture is one of a series designated as the _____%
Debentures due ___________________, 20____ of the Company issued in the
aggregate principal amount of $______________________.

<PAGE>

          In the case an Event of Default, as defined in the Indenture, shall
have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture. The Indenture provides
that in certain events such declaration and its consequences may be rescinded
and annulled by the holders of a majority in aggregate principal amount of the
Debentures. It is also provided in the Indenture that the holders of a majority
in aggregate principal amount of the Debentures at the time may waive, on behalf
of the holders of all of the Debentures, any existing default with respect to
the Debentures and its consequences, except a default in the payment of the
principal of or interest on any of the Securities.

          The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the majority in principal amount of the outstanding
Securities of each Series to be affected (with each Series voting as a class),
to enter into supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying the rights of the holders of the Securities without the
consent of each Securityholder affected; provided, however, that without the
consent of the Securityholder affected, an amendment or waiver may not reduce
the amount of Securities whose holders must consent to an amendment or waiver,
or change the rate of or change the time for payment of interest on any
Security, or change the principal of or change the fixed maturity of any
Security, or reduce any premium payable upon the redemption of any Security, or
waive a default in the payment of principal of and premium, if any, and interest
on any Security, or make any Security payable in money other than that stated in
the Security, or impair the right to institute suit for the enforcement of any
payment on or with respect to any Security.

          Any such consent or waiver by the registered holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders of this Debenture and
of any Debenture issued in exchange or substitution herefor, irrespective of
whether or not any notation of such consent or waiver is made upon this
Debenture or such other Debenture.

          No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Debenture at the place, at the respective
times, at the rate and in the coin or currency herein prescribed.

          The Debentures are issuable as fully registered Debentures without
coupons in the denominations of $1,000 and any integral multiple thereof. At the
office or agency to be maintained by the Company in the Borough of Manhattan,
City of New York, State of New York, or at such other location or locations as
may be provided for pursuant to the Indenture, and in the manner and subject to
the limitations provided in the Indenture, Debentures may be exchanged for a
like aggregate principal amount of Debentures of other authorized denominations,
without payments of any charge other than a sum sufficient to reimburse the
Company for any tax or other governmental charge incident thereto.

          The Debentures will be redeemable as a whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of (i)
100% of the principal amount of such Debentures and (ii) the sum of the present
values of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis
points, plus in each case accrued interest thereon to the date of redemption.
Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of Debentures to be redeemed.

         No Sinking Fund is provided for the Debentures.

          The Company will not pay additional amounts in respect of taxes or
similar charges withheld or deducted on the Debentures held by a person who is
not a citizen, national or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, or any estate or trust whose
income from sources without the United States is includable in gross income for
United States federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States.

<PAGE>

          Upon surrender of this Debenture, the transfer of this Debenture is
registrable by the registered holder hereof in person or by his attorney duly
authorized in writing on the registry books of the Company in the Borough of
Manhattan, City of New York, State of New York, or any other location or
locations as may be provided for pursuant to the Indenture, subject to the terms
of the Indenture but without payment of any charge other than a sum sufficient
to reimburse the Company for any tax or other governmental charge incident
thereto. Upon any such registration of transfer, a new Debenture or Debentures
of authorized denomination or denominations, for the same aggregate principal
amount, will be issued to the transferee in exchange herefor.

          Prior to due presentment for registration of transfer, the Company,
the Trustee, any paying agent and any Debenture registrar may deem and treat the
person in whose name this Debenture shall be registered upon the registry books
of the Company as the absolute owner of this Debenture (whether or not this
Debenture shall be overdue and notwithstanding any notation of ownership or
other writing hereon), for the purpose of receiving payment of or on account of
the principal or premium, if any, hereof, and interest due hereon and for all
other purposes, and neither the Company nor the Trustee nor any paying agent nor
any Debenture registrar shall be affected by any notice to the contrary. All
such payments shall be valid and effectual to satisfy and discharge the
liability on this Debenture to the extent of the sum or sums so paid.

          No recourse shall be had for the payment of the principal of, premium,
if any, or the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on a or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part or the consideration for
the issue hereof, expressly waived and released.
          All terms used in this Debenture which are defined in the Indenture
shall have the respective meanings ascribed to them therein.

          As provided in the Indenture, this Debenture shall for all purposes be
governed by and construed in accordance with the laws of the State of Ohio.

          The Debentures constitute senior indebtedness of the Company superior
in right of payment to the Company's subordinated indebtedness.

          This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee referred to on the reverse hereof.

<PAGE>


          IN WITNESS WHEREOF, ALLTEL Corporation has caused this instrument to
be duly executed under its corporate seal.

Dated:  _____________________, 1998
                                                      ALLTEL CORPORATION


                                                      By: /S/ Joe T. Ford
                                                          Joe T. Ford
                                                          Chairman and Chief
                                                            Executive Officer

[Corporate Seal]

Attest:




Francis X. Frantz
Secretary



                      Form of Certificate of Authentication

         This is one of the Securities referred to in the within-mentioned
Indenture.

                                                  CHASE MANHATTAN TRUST COMPANY,
                                                    NATIONAL ASSOCIATION, as
                                                     Trustee



                                                   By:   
                                                       Authorized Officer





                                                                   EXHIBIT 23(a)


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of ALLTEL Corporation:

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated January 29, 1998,
incorporated by reference in ALLTEL Corporation's Form 10-K for the year ended
December 31, 1997 and our report dated December 1, 1998, included in ALLTEL
Corporation's Form 8-K/A filed on January 27, 1999 and to all references to our
Firm included in this registration statement. 



                                           /s/Arthur Andersen LLP


Little Rock, Arkansas
January 27, 1999


                                                                   EXHIBIT 23(b)


CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" and to the 
use of our report dated March 6, 1998, with respect to the financial statements
and schedule of 360 Communications Company included in the Amendment No. 1 to
Registration Statement (Form S-3) and related Prospectus of ALLTEL Corporation
for the registration of $300,000,000 of debt securities.



                                           /s/Ernst & Young LLP

Chicago, Illinois
January 27, 1999


                                                                   EXHIBIT 23(c)


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of ALLTEL Corporation:

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated February 13, 1998 
included in ALLTEL Corporation's Form 8-K/A filed on January 27, 1999 and to all
references to our Firm included in this registration statement. 



                                           /s/Arthur Andersen LLP

Atlanta, Georgia
January 27, 1999


                                                                   EXHIBIT 23(d)


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of ALLTEL Corporation:

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated January 16, 1998 
included in ALLTEL Corporation's Form 8-K/A filed on January 27, 1999 and to all
references to our Firm included in this registration statement. 



                                           /s/Arthur Andersen LLP

Chicago, Illinois
January 27, 1999


                                                                   EXHIBIT 23(e)


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We consent to the incorporation by reference in the registration statement of
ALLTEL Corporation on Form S-3/A of our report dated February 13, 1998, on our
audits of the financial statements of the New York SMSA Limited Partnership as
of and for the years ended December 31, 1997 and 1996, which report is included
in 360 Communications Company Annual Report on Form 10-K.




                                           /s/PricewaterhouseCoopers LLP

New York, New York
January 27, 1999


                                                                   EXHIBIT 23(f)


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     We consent to the inclusion in this registration statement on Amendment 
No. 1 to Form S-3 of our report dated March 6, 1998, on our audits of the 
financial statements and financial statement schedules of the Orlando SMSA 
Limited Partnership.  We also consent to the references to our firm under the
captions "Experts."




                                           /s/PricewaterhouseCoopers LLP

Atlanta, Georgia
January 27, 1999


       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------
               CHASE MANHATTAN TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                                                29-2933369
   (State of incorporation                                  (I.R.S. employer
   if not a national bank)                                 identification No.)

One Oxford Center, Suite 1100
301 Grant Street, Pittsburgh, PA                                   15219
(Address of principal executive offices)                         (Zip Code)

                               William H. McDavid
                            The Chase Manhattan Bank
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  --------------------------------------------
                               ALLTEL CORPORATION
               (Exact name of obligor as specified in its charter)


DELAWARE                                                       34-0868285
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification No.)

One Allied Drive
Little Rock, Arkansas                                              72202
(Address of principal executive offices)                         (Zip Code)

                   --------------------------------------------
                                 Debt Securities
                       (Title of the indenture securities)

       -------------------------------------------------------------------


<PAGE>

                                    GENERAL

Item 1.  General Information.
         Furnish the following information as to the trustee:
         (a)  Name and address of each examining or supervising authority to
         which it is subject.
         Comptroller of the Currency, Washington, D.C.

         (b)  Whether it is authorized to exercise corporate trust powers.
              Yes.

Item 2.  Affiliations with the Obligor.
         If the obligor is an affiliate of the trustee, describe each such
         affiliation.
         None.

No responses are included for Items 3-15 of this Form T-1 because the Obligor is
not in default as provided under Item 13.

Item 16.   List of Exhibits
           ----------------
List below all exhibits filed as a part of this Statement of Eligibility.
1.   Exhibit T1A(a)  A copy of the Articles of Association of the Trustee 
     as now in effect.
2.   Exhibit T1A(b)  A copy of the Certificate of Authority of the Trustee
     (previously known as New Trust Company, National Association,) to commence
     business. Also included in Exhibit TIA (b) are letters dated November 24,
     1997 from the Comptroller of the Currency authorizing the exercise of
     fiduciary powers by the Trustee and acknowledging the name change of the
     Trustee.
3.   Exhibit T1A(c)  The Authorization of the Trustee to exercise corporate
     trust powers is contained in Exhibit T1A(b).
4.   Exhibit T1B  A copy of the By-Laws of the Trustee as now in effect.
5.   Exhibit T1C  Not applicable
6.   Exhibit T1D  The Trustee's consent required by Section 321(b) of the Act.
7.   Exhibit T1E  A copy of the latest report of condition of the Trustee,
     published pursuant to law or the requirements of its supervising or
     examining authority.
8.   Exhibit T1F  Not applicable
9.   Exhibit T1G  Not applicable


                                       2
<PAGE>



                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chase Manhattan Trust Company, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Cleveland and Ohio, on the 24th day of November, 1998.


                              CHASE MANHATTAN TRUST COMPANY,
                              NATIONAL ASSOCIATION



                              By /s/ Timothy J. Vara
                                ------------------------------
                                 Timothy J. Vara
                                 Vice President


                                       3
<PAGE>



                                                                 Exhibit T1A(a)
                                     CHASE
                         CHASE MANHATTAN TRUST COMPANY,
                              NATIONAL ASSOCIATION

                               CHARTER NO. 23548

                            ARTICLES OF ASSOCIATION


For the purpose of organizing an Association to perform any lawful activities of
a national bank, the undersigned do enter into the following Articles of
Association:

FIRST. The title of this Association shall be Chase Manhattan Trust Company,
National Association (the "Association").

SECOND. The main office of the Association shall be in the City of Pittsburgh,
County of Allegheny, Commonwealth of Pennsylvania. The business of the
Association shall be limited to the fiduciary powers and the support of
activities incidental to the exercise of those powers. The Association will
obtain the prior written approval of the Office of the Comptroller of the
Currency before amending these Articles of Association to expand the scope of
its activities and services.

THIRD. The board of directors of this Association shall consist of not less 
than five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full board of
directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director, during the full term of his
directorship, shall own common or preferred stock of the Association or of a
holding company owning the Association, with an aggregate par, fair market or
equity value of not less than $1,000. Any vacancy in the board of directors may
be filled by action of the shareholders or a majority of the remaining
directors.

Terms of directors, including directors selected to fill vacancies, shall expire
at the next regular meeting of shareholders at which directors are elected,
unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.

<PAGE>

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It shall
be held at the main office or any other convenient place the board of directors
may designate, on the day of each year specified therefore in the by-laws, or if
that day falls on a legal holiday in the state in which the Association is
located, on the next following banking day. If no election is held on the day
fixed or in event of a legal holiday, on the following banking day, an election
may be held on any subsequent day within 60 days of the day fixed, to be
designated by the board of directors, or, if the directors fail to fix the day,
by shareholders representing two-thirds of the shares issued and outstanding.
Advance notice of the meeting may be duly waived by the sole shareholder in
accordance with 12 C.F.R. 7.2001.

A director may resign at any time by delivering written notice to the board of
directors, its Chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of the
affirmative requirements for qualification, or for cause.

FIFTH. The authorized amount of capital stock of this Association shall be five
million dollars ($5,000,000), divided into fifty thousand (50,000) shares of
common stock of the par value of one hundred dollars ($ 100) each; but said
capital stock may be increased or decreased from time to time, according to the
provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued, or sold, nor
any right to subscription to any thereof other than such, if any, as the board
of directors, in its discretion may from time to time determine and at such
price as the board of directors may from time to time fix.

Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

The Association, at any time and from time to time, may authorize and issue debt
obligations, whether or not subordinated, without the approval of the
shareholders.

<PAGE>

SIXTH. The board of directors may appoint one of its members President of this
Association, and one of its members Chairperson of the board or two of its
members as Co-Chairpersons of the board, and shall have the power to appoint one
or more Vice Presidents, a Secretary who shall keep minutes of the directors'
and shareholders' meetings and be responsible for authenticating the records of
the Association, and such other officers and employees as may be required to
transact the business of this Association. A duly appointed officer may appoint
one or more officers or assistant officers if authorized by the board of
directors in accordance with the by-laws.

The board of directors shall have the power to:
(1) Define the duties of the officers, employees, and agents of the Association.
(2) Delegate the performance of its duties, but not the responsibility for its
duties, to the officers, employees, and agents of the Association. 
(3) Fix the compensation and enter into employment contracts with its officers
and employees upon reasonable terms and conditions consistent with applicable 
law. 
(4) Dismiss officers and employees. 
(5) Require bonds from officers and employees and fix the penalty thereof. 
(6) Ratify written policies authorized by the Association's management or 
committees of the board. 
(7) Regulate the manner in which any increase or decrease of the capital of
the Association shall be made, provided that nothing herein shall restrict the
power of shareholders to increase or decrease the capital of the Association
in accordance with law. 
(8) Manage and administer the business and affairs of the Association. 
(9) Adopt initial by-laws, not inconsistent with law or the Articles of 
Association, for managing the business and regulating the affairs of the 
Association. 
(10) Amend or repeal by-laws, except to the extent that the Articles of 
Association reserve this power in whole or in part to shareholders. 
(11) Make contracts. 
(12) Generally perform all acts that are legal for a board of directors
to perform.

SEVENTH. The board of directors shall have the power to change the location of
the main office to any other location permitted under applicable law, without
the approval of the shareholders, and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location permitted under applicable law, without the approval of the
shareholders subject to approval by the Office of the Comptroller of the
Currency.

EIGHTH.  The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. These Articles of Association may be amended at any regular or special
meeting of the shareholders by the affirmative vote of the holders of a majority
of the stock of this Association, unless the vote of the holders of a greater
amount of stock is required by law, and in that case by the vote of the holders
of such greater amount. The Association's board of directors may propose one or
more amendments to the Articles of Association for submission to the
shareholders.

<PAGE>


                                                                 Exhibit T1A (b)


                           Comptroller of the Currency
             TREASURY DEPARTMENT                 OF THE UNITED STATES
                                Washington, D.C.

Whereas, satisfactory evidence has been presented to the Comptroller of the
Currency that New Trust Company National Association located in Pittsburgh State
of Pennsylvania has complied with all provisions of the statues of the United
States required to be complied with before being authorized to commence the
business of banking as a National Banking Association;
     Now, therefore, I hereby certify that the above named association is
authorized to commence the business of banking as a National Banking
Association.


                                   In Testimony whereof, witness my signature 
                                   and seal of office this 24th days of
                                   November 1997

                                   Deputy Comptroller of the Currency
Charter No.
23548
<PAGE>


- --------------------------------------------------------------------------------

Comptroller of the Currency                                     Exhibit T1A (b)
Administrator of National Banks
- --------------------------------------------------------------------------------

November District
11 14 Avenue of the America's Suite 3900
New York, New York 10036

November 24, 1997

Joseph R. Bielawa
Vice President and Assistant General Counsel
The Chase Manhattan Bank
270 Park Avenue, 39th Floor
New York, New York 10017

Re:      Change in Corporate Title
         New Trust Company, National Association (Bank)
         Pittsburgh, Pennsylvania

Dear Mr. Bielawa:

The Office of the Comptroller of the Currency (OCC) has received your
submission, concerning the change and amendment to Article First of the
above-referenced Bank's Articles of Association. The OCC has amended its records
to reflect that effective November 24, 1997, the corporate title of New Trust
Company, National Association, Charter Number 23548, was changed to "Chase
Manhattan Trust Company, National Association."

You are reminded that the OCC does not approve national bank name changes nor
dies it maintain official titles or the retention of alternate titles. The use
of other titles or the retention of the rights of any previously title is the
responsibility of the Bank's board of directors. Legal counsel should be
consulted to determine whether or not the new title, or any previously used
title, could be challenged by competing institutions under the provisions of
federal state law.

A copy of the amended Article as accepted for filing is enclosed for the Bank's
records.

Very truly yours

/s/ Linda Leickel

Linda Leickel
Senior Licensing Analyst
Charter No.: 23548
Control No.: 97 NE 04 010 w/97 NE 01 022


<PAGE>

- --------------------------------------------------------------------------------

Comptroller of the Currency                                 Exhibit  T1A (b)
Administrator of National Banks
- --------------------------------------------------------------------------------

November District                                                   Licensing
1114 Avenue of the America's Suite 3900              Telephone (212) 790-4055
New York, New York 10036                                  Fax: (212) 790-4098

November 24, 1997

Mr. Daryl J. Zupan
President and CEO
New Trust Company, National Association
c/o Mellon Bank, N.A., Corporate Trust
Two Mellon Bank Center, Suite 325
Pittsburgh, Pennsylvania 15259

Re:      Charter for a National Trust Bank, New Trust Company,  
         National Association.
         Pittsburgh, Pennsylvania
         ACN 97 NE 01 0022

Dear Mr. Zupan:

The Comptroller of the Currency (OCC) has found that you have met all conditions
imposed by the OCC and completed all steps necessary to commence the business of
banking. Your charter certificate is enclosed. You are authorized to commence
business on November 24, 1997.

This letter also constitutes OCC authorization to exercise fiduciary powers.

You are reminded that several of the standard conditions contained in the
preliminary approval letter dated October 23, 1997 will continue to apply once
the bank opens and by opening, you agree to subject your association to these
conditions of operations. Some of the conditions bear reiteration here:

1.           Regardless of the association's FDIC insurance status, the
             association is subject to the Change in Bank Control act (12 U.S.C.
             1817(j)) by virtue of its national bank charter. Please refer to
             item 4 in the list of standard conditions sent with the preliminary
             approval letter.

2.           The board of directors is responsible for regular review and update
             of policies and procedures and for assuring ongoing compliance with
             them. This includes maintaining an internal control system that
             ensures compliance with the currency reporting and record keeping
             requirements of the Bank Secrecy Act (BSA). The board is expected
             to train its personnel in BSA procedures and designate one person
             or a group to monitor day-to-day compliance.


<PAGE>

Mr. Daryl J. Zupan
Page two


3.           The bank will not engage in full commercial powers authorized to 
             national banks without the OCC's prior approval

Following the commencement of operations, bank management is urged to become
familiar with the requirements of the Securities Exchange Act of 1934 and Part
11 of the Comptroller's regulations relative to the registration of the bank's
equity securities and related periodic reports. These requirements will be
applicable to your bank when the number of shareholders of record is maintained
at 500 or more. Such registration may be subsequently terminated pursuant to the
Act, only when the number of shareholders of record is reduced to fewer than
300.

Should you have any questions regarding the supervision of your bank, please
contact the portfolio manager who will be responsible for OCC's ongoing
supervisory effort at your institution. You will be notified of the name and
number of the appropriate individual in the near future.

Sincerely,

/s/ Micheal G. Tiscia

Micheal G. Tiscia
Licensing Manager

Enclosure

cc:      Official File
         Field File

<PAGE>



                                                                Exhibit T1B
                                     CHASE
                         CHASE MANHATTAN TRUST COMPANY,
                              NATIONAL ASSOCIATION

                                    BY-LAWS


                      Article I. Meetings of Shareholders

Section 1.1. Annual Meeting. The regular annual meeting of the shareholders to
elect directors and transact whatever other business may properly come before
the meeting, shall be held at the main office of the Association, or such other
place as the board may designate, and at such time in each year as may be
designated by the board of directors. Unless otherwise provided by law, notice
of the meeting may be waived by the Association's sole shareholder in accordance
with 12 C.F.R. ss. 7.2001. If, for any cause, an election of directors is not
made on that date, or in the event of a legal holiday, on the next following
banking day, an election may be held on any subsequent day within 60 days of the
date fixed, to be designated by the board, or, if the directors fail to fix the
date, by shareholders representing two thirds of the shares issued and
outstanding.

Section 1.2. Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by a majority of the board of directors or by any one or more
shareholders owning, in the aggregate, not less than twenty-five percent of the
stock of the Association or by the Chairperson of the board of directors or the
President. Unless otherwise provided by law, advance notice of a special meeting
may be waived by the Association's Sole Shareholder in accordance with 12 C.F.R.
ss. 7.2001.

Section 1.3. Nominations of Directors. Nominations for election to the board of
directors may be made by the board of directors or by any stockholder of any
outstanding class of capital stock of the Association entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
existing management of the Association, shall be made in writing and shall be
delivered or mailed to the President of the Association and to the Comptroller
of the Currency, Washington, D.C., not less than 14 days nor more than 50 days
prior to any meeting of shareholders called for the election of directors,
provided, however, that if less than 21 days' notice of the meeting is given to
shareholders, such nomination shall be mailed or delivered to the President of
the Association and to the Comptroller of the Currency not later than the close
of business on the seventh (7th) day following the day on which the notice of
meeting was mailed. Such notification shall contain the following information to
the extent known to the notifying shareholder.
         (1)      The name and address of each proposed nominee.
         (2)      The principal occupation of each proposed nominee.

<PAGE>

         (3)      The  total number of shares of capital stock of the
                  Association that will be voted for each proposed nominee.
         (4)      The name and residence address of the notifying shareholder.
         (5)      The number of shares of capital stock of the Association
                  owned by the notifying shareholder.
Nominations not made in accordance herewith may, in his/her discretion, be
disregarded by the Chairperson of the meeting, and upon his/her instructions,
the vote tellers may disregard all votes cast for each such nominee.

Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders
by proxies duly authorized in writing, but no officer or employee of this
Association shall act as proxy. Proxies shall be valid only for one meeting to
be specified therein, and any adjournments of such meeting. Proxies shall be
dated and filed with the records of the meeting. Proxies with rubber stamped
facsimile signatures may be used and unexecuted proxies may be counted upon
receipt of a confirming telegram from the shareholder. Proxies meeting above
requirements submitted at any time during a meeting shall be accepted.

Section 1.5 Quorum. A majority of the outstanding capital stock, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders,
unless otherwise provided by law, or by the shareholders or directors pursuant
to Section 10.2, but less than a quorum may adjourn any meeting, from time to
time, and the meeting may be held, as adjourned, without further notice. A
majority of the votes cast shall decide every question or matter submitted to
the shareholders at any meeting, unless otherwise provided by law or by the
Articles of Association, or by the shareholders or directors pursuant to Section
10.2. Any action required or permitted to be taken by the shareholders may be
taken without a meeting by unanimous written consent of the shareholders to a
resolution authorizing the action. The resolution and the written consent shall
be filed with the minutes of the proceedings of the shareholders.


                             Article II. Directors

Section 2.1. Board of Directors. The board of directors ("board") shall have the
power to manage and administer the business and affairs of the Association.
Except as expressly limited by law, all corporate powers of the Association
shall be vested in and may be exercised by the board.

Section 2.2. Number. The board shall consist of not less than five nor more than
twenty-five persons, the exact number within such minimum and maximum limits to
be fixed and determined from time to time by resolution of a majority of the
full board or by resolution of a majority of the shareholders at any meeting
thereof; provided, however, that a majority of the full board may not increase
the number of directors to a number which: (1) exceeds by more than two the
number of directors last elected by shareholders where such number was 15 or
less; and (2) exceeds by more than four the number of directors last elected by
shareholders where such number was 16 or more, but in no event shall the number
of directors exceed 25.

<PAGE>

Section 2.3. Organization Meeting. The Secretary shall notify the
directors-elect of their election and of the time at which they are required to
meet at the main office of the Association to organize the new board and elect
and appoint officers of the Association for the succeeding year. Such meeting
shall be held on the day of the election or as soon thereafter as practicable,
and, in any event, within 30 days thereof. If, at the time fixed for such
meeting, there shall not be a quorum, the directors present may adjourn the
meeting, from time to time, until a quorum is obtained.

Section 2.4.  Regular Meetings.  The time and location of regular meetings of
the board shall be set by the board.  Such meetings may be held without
notice.  Any business may be transacted at any regular meeting.  The board may
adopt any procedures for the notice and conduct of any meetings as are not
prohibited by law.

Section 2.5. Special Meetings. Special meetings of the board may be called at
the request of the Chairperson or Co-Chairperson of the board, the President, or
three or more directors. Each member of the board shall be given notice stating
the time and place, by telegram, telephone, letter or in person, of each such
special meeting at least one day prior to such meeting.
Any business may be transacted at any special meeting.

Section 2.6. Action by the Board. Except as otherwise provided by law, corporate
action to be taken by the board shall mean such action at a meeting of the
board. Any action required or permitted to be taken by the board or any
committee of the board may be taken without a meeting if all members of the
board or the committee consent in writing to a resolution authorizing the
action. The resolution and the written consents thereto shall be filed with the
minutes of the proceedings of the board or committee. Any one or more members of
the board or any committee may participate in a meeting of the board or
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at such
meeting.

Section 2.7. Waiver of Notice. Notice of a special meeting need not be given to
any director who submits a signed waiver of notice, whether before or after the
meeting, or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to him or her.

Section 2.8. Quorum and Manner of Acting. Except as otherwise required by law,
the Articles of Association or these by-laws, a majority of the directors shall
constitute a quorum for the transaction of any business at any meeting of the
board and the act of a majority of the directors present and voting at a meeting
at which a quorum is present shall be the act of the board. In the absence of a
quorum, a majority of the directors present may adjourn any meeting, from time
to time, until a quorum is present and no notice of any adjourned meeting need
be given. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called.

<PAGE>

Section 2.9. Vacancies. In the event a majority of the full board increases the
number of directors to a number which exceeds the number of directors last
elected by shareholders, as permitted by Section 2.2, directors may be appointed
to fill the resulting vacancies by vote of such majority of the full board. In
the event of a vacancy in the board for any other cause, a director may be
appointed to fill such vacancy by vote of a majority of the remaining directors
then in office.

Section 2.10. Removal of Directors. The vacancy created by the removal of a
director pursuant to this Section may be filled by the board in accordance with
Section 2.9 of these by-laws or by the shareholders.


                            Article III. Committees

Section 3.1. Executive Committee. There may be an executive committee consisting
of the Chairperson or Co-Chairperson of the board and not less than two other
directors appointed by the board annually or more often. Subject to the
limitations in Section 3.4(g) of these by-laws, the executive committee shall
have the maximum authority permitted by law.

Section 3.2. Audit Committee. There may be an audit committee composed of not
less than two directors, exclusive of any active officers, appointed by the
board annually or more often, whose duty it shall be to make an examination at
least once during each calendar year and within fifteen months of the last
examination into the affairs of the Association, or cause continuous suitable
examinations to be made, by auditors responsible only to the board, and to
report the results of any such examinations in writing to the board from time to
time. Such examinations shall include audits of the fiduciary business of the
Association as may be required by law or regulation.

Section 3.3.  Other Committees.  The board may appoint, from time to time,
other committees of one or more persons, for such purposes and with such
powers as the board may determine.

Section 3.4.  General.  (a) Each committee shall elect a Chairperson from
among the members thereof and shall also designate a Secretary of the
committee, who shall keep a record of its proceedings.
         (b) Vacancies occurring from time to time in the membership of any
committee shall be filled by the board for the unexpired term of the member
whose departure causes such vacancy. The board may designate one or more
alternate members of any committee, who may replace any absent member or members
at any meeting of such committee.
         (c) Each committee shall adopt its own rules of procedure and shall
meet at such stated times as it may, by resolution, appoint. It shall also meet
whenever called together by its Chairperson or the Chairperson of the board.
         (d) No notice of regular meetings of any committee need be given.
Notice of every special meeting shall be given either by mailing such notice to
each member of such committee at his or her address, as the same appears in the
records of the Association, at least two days before the day of such meeting, or
by notifying each member on or before the day of such meeting by telephone or by

<PAGE>

personal notice, or by leaving a written notice at his or her residence or place
of business on or before the day of such meeting. Waiver of notice in writing of
any meeting, whether prior or subsequent to such meeting, or attendance at such
meeting, shall be equivalent to notice of such meeting. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at any
special meeting.
         (e) All committees shall, with respect to all matters, be subject to
the authority and direction of the board and shall report to it when required.
         (f) Unless otherwise required by law, the Articles of Association or
these by-laws, a quorum at any meeting of any committee shall be one-third of
the full membership and present shall be the act of the committee.
         (g) No committee shall have authority to take any action which is
expressly required by law or regulation to be taken at a meeting of the board or
by a specified proportion of directors.


                       Article IV. Officers and Employees

Section 4.1. Chairperson of the Board. The board shall appoint one of its
members to be the Chairperson of the board, or two persons to serve as
Co-Chairperson of the board to serve at its pleasure. Such person shall preside
at all meetings of the board. The Chairperson or Co-Chairpersons of the board
shall supervise the carrying out of the policies adopted or approved by the
board; shall have general executive powers, as well as the specific powers
conferred by these by-laws; and shall also have and may exercise such further
powers and duties as from time to time may be conferred upon, or assigned by the
board.

Section 4.2. President. The board may appoint one of its members to be the
President of the Association. In the absence of the Chairperson or
Co-Chairpersons, the President shall preside at any meeting of the board. The
President shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice
to the office of President, or imposed by these by-laws. The President shall
also have and may exercise such further powers and duties as from time to time
may be conferred, or assigned by the board.

Section  4.3.  Vice President.  The board may appoint one or more Vice
Presidents.  Each Vice President shall have such powers and duties as may be
assigned by the board.

Section 4.4. Secretary. The board shall appoint a Secretary, Cashier, or other
designated officer who shall be Secretary of the board and of the Association,
and shall keep accurate minutes of all meetings. The Secretary shall attend to
the giving of all notices required by these by-laws; shall be custodian of the
corporate seal, records, documents and papers of the Association; shall provide
for the keeping of proper records of all transactions of the Association; shall
have and may exercise any and all other powers and duties pertaining by law,
regulation or practice, to the office of Cashier, or imposed by these by-laws;
and shall also perform such other duties as may be assigned from time to time,
by the board.

Section 4.5. Other Officers. The board may appoint one or more Assistant Vice
Presidents, one or more Trust Officers, one or more Assistant Secretaries, one

<PAGE>

or more Assistant Cashiers, one or more Managers and Assistant Managers of
branches and such other officers and attorneys in fact as from time to time may
appear to the board to be required or desirable to transact the business of the
Association. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to, them by the board, the Chairperson or Co-Chairpersons of the board,
or the President. The board may authorize an officer to appoint one or more
officers or assistant officers.

Section  4.6.  Resignation.  An officer may resign at any time by delivering
notice to the Association. A resignation is effective when the notice is
given unless the notice specifies a later effective date.

                        Article V. Fiduciary Activities

Section 5.1. Trust Committee. There shall be a Trust Committee of this
Association composed of four or more members, who shall be capable and
experienced officers or directors of the Association. The Committee is charged
with the responsibility for the investment, retention, or disposition of assets
held in accounts with respect to which the Association has investment authority;
for the review of the assets of accounts for which the Association has
investment authority promptly after the acceptance of such an account and at
least once during every calendar year thereafter to determine the advisability
of retaining or disposing of such assets; for the determination of the manner in
which proxies received for accounts for which the Association has responsibility
for the voting of proxies shall be voted; for the determination of all
substantial questions involving discretionary authority of the Association of a
non-investment nature, including, but not limited to, distribution of principal
and/or income in respect of any account; for providing advice as to the
investment, retention, or disposition of assets in investment advisory accounts
maintained by the Association; for the making of such reports as this board
shall require; and for such other responsibilities as may be assigned by this
board. The Trust Committee, in discharging its aforementioned responsibilities,
may authorize officers of the Association to exercise such powers and under such
conditions as the Committee may from time to time prescribe.

Section 5.2. Trust Investments. Funds held in a fiduciary capacity shall be
invested according to the instrument establishing the fiduciary relationship and
local law. Where such instrument does not specify the character and class of
investments to be made and does not vest in the Association a discretion in the
matter, funds held pursuant to such instrument shall be invested in investments
in which corporate fiduciaries may invest under applicable law.

Section 5.3. Trust Audit Committee. The board shall appoint a committee of at
least two directors, exclusive of any active officer of the association, which
shall, at least once during each calendar year make suitable audits of the
association's fiduciary activities or cause suitable audits to be made by
auditors responsible only to the board, and at such time shall ascertain whether
fiduciary powers have been administered according to law, Part 9 of the
Regulations of the Comptroller of the Currency, and sound fiduciary principles.

<PAGE>

Section 5.4.  Fiduciary Files. There shall be maintained by the association
all fiduciary records necessary to assure that its fiduciary responsibilities
have been properly undertaken and discharged.


Article VI. Stock and Stock Certificates

Section 6.1. Transfers. Shares of stock shall be transferable on the books of
the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his or her shares, succeed to all rights of the prior
holder of such shares. The board may impose conditions upon the transfer of the
stock reasonably calculated to simplify the work of the Association with respect
to stock transfers, voting at shareholder meetings, and related matters and to
protect it against fraudulent transfers.

Section 6.2. Stock Certificates. Certificates of stock shall bear the signature
of the Chairperson or Co-Chairpersons of the board or President (which may be
engraved, printed or impressed), and shall be signed manually or by facsimile
process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or
any other officer appointed by the board for that purpose, to be known as an
authorized officer, and the seal of the Association shall be engraved thereon.
Each certificate shall recite on its face that the stock represented thereby is
transferable only upon the books of the Association properly endorsed. In case
any such officer who has signed or whose facsimile signature has been placed
upon such certificate shall have ceased to be such before such certificate is
issued, it may be issued by the Association with the same effect as if such
officer had not ceased to be such at the time of its issue. The corporate seal
may be a facsimile, engraved or printed.


                          Article VII. Corporate Seal

Section 7.1. Corporate Seal. The Chairperson, the President, the Cashier, the
Secretary or any Assistant Cashier or Assistant Secretary, or other officer
thereunto designated by the board, shall have authority to affix the corporate
seal to any document requiring such seal, and to attest the same. Such seal
shall be substantially in the following form: A circle, with the words "Chase
Manhattan Trust Company, National Association" within such circle.


                     Article VIII. Miscellaneous Provisions

Section  8.1. Fiscal Year. The fiscal year of the Association shall be the
calendar year.

Section 8.2. Execution of Instruments. All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declarations, receipts, discharges,
releases, satisfactions, settlements, petitions, schedules, accounts,

<PAGE>

affidavits, bonds, undertakings, proxies and other instruments or documents may
be signed, executed, acknowledged, verified, delivered or accepted on behalf of
the Association by the Chairperson or Co-Chairpersons of the board, or the
President, or any Vice Chairperson, or any Managing Director, or any Vice
President, or any Assistant Vice President, or the Chief Financial Officer, or
the Controller, or the Secretary, or the Cashier, or, if in connection with
exercise of fiduciary powers of the Association, by any of those officers or by
any Trust Officer. Any such instruments may also be executed, acknowledged,
verified, delivered or accepted on behalf of the Association in such other
manner and by such other officers as the board may from time to time direct. The
provisions of this Section 8.2 are supplementary to any other provision of these
by-laws.

Section 8.3. Records. The Articles of Association, the by-laws and the
proceedings of all meetings of the shareholders, the board, and standing
committees of the board, shall be recorded in appropriate minute books provided
for that purpose. The minutes of each meeting shall be signed by the Secretary,
Cashier or other officer appointed to act as Secretary of the meeting.

Section 8.4. Corporate Governance Procedures. To the extent not inconsistent
with applicable Federal banking law, bank safety and soundness or these by-laws,
the corporate governance procedures found in the Delaware General Corporation
Law shall be followed by the Association.


                          Article IX. Indemnification

Section 9.1. Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or an officer of the Association or is or was serving at the request of
the Association as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Association to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Association to provide broader indemnification rights than such law permitted
the Association to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section 9.3 of these by-laws with respect to proceedings
to enforce rights to indemnification, the Association shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
board.

Section 9.2. Right to Advancement of Expenses. The right to indemnification
conferred in Section 9.1 of these by-laws shall include the right to be paid by
the Association the expenses (including attorney's fees) incurred in defending
any such proceeding in advance of its final disposition (hereinafter an

<PAGE>

"advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Association of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section 9.2 or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections 9.1 and 9.2 of these by-laws shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.

Section 9.3. Right of Indemnitee to Bring Suit. If a claim under Section 9.1 or
9.2 of these by-laws is not paid in full by the Association within sixty (60)
days after a written claim has been received by the Association except in the
case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, the indemnitee may at any time thereafter
bring suit against the Association to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by the
Association to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (1) any suit brought by the indemnitee to
enforce a right to indemnification hereunder (but not in a suit brought by the
indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (2) any suit brought by the Association to recover an
advancement of expenses pursuant to the terms of an undertaking, the Association
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Association
(including the board, the Association's independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Association (including the board, the Association's independent legal counsel,
or its shareholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Association to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article IX or otherwise shall be on the Association.

Section 9.4. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article IX shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, the Association's Articles of Association, by-laws, agreement, vote of
shareholders or disinterested directors or otherwise.

<PAGE>

Section 9.5. Insurance. The Association may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
Association or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Association would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

Section 9.6. Indemnification of Employees and Agents of the Association. The
Association may, to the extent authorized from time to time by the board, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Association to the fullest extent of the provisions of this Article
IX with respect to the indemnification and advancement of expenses of directors
and officers of the Association.

                               Article X. By-laws

Section 10.1. Inspection. A copy of the by-laws, with all amendments, shall at
all times be kept in a convenient place at the main office of the Association,
and shall be open for inspection to all shareholders during banking hours.

Section 10.2. Amendments. The by-laws may be amended, altered or repealed, at
any regular meeting of the board by a vote of a majority of the total number of
the directors except as provided below. The Association's shareholders may amend
or repeal the by-laws even though the by-laws may be amended or repealed by its
board.

<PAGE>



                                   EXHIBIT T1D


                  Consent for Records of Governmental Agencies
                     to be Made Available to the Commision
                     -------------------------------------


       The undersigned, Chase Manhattan Trust Company, National Association,
Pittsburgh, Pennsylvania pursuant to Section 321(b) of The Trust Indenture Act
of 1939, hereby authorizes the Board of Governors of the Federal Reserve System,
the Federal Reserve Banks, the Treasury Department, the Comptroller of the
Currency and the Federal Deposit Insurance Corporation, under such conditions as
they may prescribe, to make available to the Commision such reports, records or
other information as they may have available with respect to the undersigned as
a prospective trustee under an indenture to be qualified under the aforesaid
Trustee Indenture Act of 1939 and to make through their examiners or other
employees for the use of the Commision, examinations of the undersigned
prospective Trustee.

       The undersigned also, pursuant to Section 321(b) of said Trust
Indenture Act of 1939, consents that reports of examination by the Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Commission upon request therefor.

       Dated this 24th day of November, 1998.

                                                Chase Manhattan Trust Company,
                                                National Association



                                                By: /S/ Timothy J. Vara
                                                   ------------------------
                                                    Timothy J. Vara
                                                    Vice President

<PAGE>



                                                                  EXHIBIT  T1E
               Chase Manhattan Trust Company, National Association
                             Statement of Condition

                               September 30, 1998

                                                              ($000)
                                                               ----
Assets
    Cash and Due From Banks                                 $ 15,946
    Securities Available for Sale                              3,072
    Premises and Fixed Assets                                    586
    Intangible Assets                                         88,275
                                                            --------
      Total Assets                                          $107,879
                                                            ========


Liabilities
    Sundry Liabilities and Accrued Expenses                 $  3,917
                                                            --------

Stockholder's Equity
    Common Stock                                            $  5,000
    Surplus                                                   95,000
    Retained Earnings                                          3,962
                                                            --------
      Total Stockholder's Equity                            $103,962
                                                            --------

      Total Liabilities and Stockholder's Equity            $107,879
                                                            ========




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