March 20, 2002 -- ALLTEL announced an agreement to purchase all the wireless properties owned by CenturyTel Inc. for $1.65 billion in cash. ALLTEL will add more than 700,000 customers and expand its wireless footprint into complementary new markets across Arkansas, Louisiana, Michigan, Mississippi, Texas and Wisconsin. ALLTEL will now have 7.4 million wireless customers in 24 states. Also included in the transaction are minority partnership interests in cellular operations of 2 million proportionate POPs, or potential customers, and PCS licenses covering 1.3 million POPs in Wisconsin and Iowa.

ALLTEL will finance the purchase through a combination of debt and equity or equity-linked securities with the goal of maintaining its "A/A2" credit rating. The company has received committed interim financing from Merrill Lynch and Bank of America, in addition to existing credit facilities, that can be used for both this transaction and ALLTEL's pending acquisition from Verizon of 600,000 Kentucky wireline customers.

ALLTEL's acquisition of CenturyTel's wireless properties is expected to be slightly dilutive to earnings in 2002 and break-even or better in 2003.

The transaction is expected to close in the third quarter of 2002. To ensure these properties maintain their operational and financial performance prior to closing, CenturyTel has agreed to maintain capital expenditures and sales and marketing spending, in addition to other customary operating covenants.

ALLTEL also announced that it has withdrawn its offer to merge with CenturyTel and signed a one-year standstill agreement. CenturyTel has agreed to dismiss its lawsuit against ALLTEL.

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