Fill and Sign the This Agreement of Merger Quotagreement of Mergerquot Dated as of 198 is Form

Exhibit A AGREEMENT OF MERGER This AGREEMENT OF MERGER ("Agreement of Merger"), dated as of ___________________________198 , is among CP NATIONAL CORPORATION, a California corporation ("CPN"), ALLTEL CORPORATION, an Ohio corporation ("ALLTEL"), and ALLTEL CALIFORNIA, INC., a California corporation and a wholly-owned subsidiary of ALLTEL ("ACI"). CPN and ACI are collectively referred to herein as the "Constituent Corporations." WITNESSETH: WHEREAS, CPN and ALLTEL are parties to a Plan of Reorganization and Merger, dated as of August 22, 1988 (the "Plan of Reorganization and Merger"), providing for the merger of ACI into CPN; Now, THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties herein contained, and for the purpose of prescribing the terms and conditions of the merger of ACI into C PN, the mode of carrying the merger into effect, the manner and basis of converting the shares of ACI into shares of the Surviving Corporation- (as defined in Article 1) and the shares of CPN into shares of ALLTEL, and such ot her details and provisions as are deemed necessary or desirable with respect to the merger, in accordance with the applicable statutes of the State of California, it is agreed as follows: ARTICLE I MERGER, EFFECTIVE DATE ACI shall be merged into CPN, which shall be the surviving corporation (CPN is hereinafter som etimes referred to as the "Surviving Corporation"). The Surviving Corporation shall be governed by the laws of the State of California. The merger shall become effective at the close of business on the day on which this Agre ement of Merger and certificates of officers of each of the Constituent Corporations shall be executed and filed in accordance with the laws of the State of California (such date being hereinafter referred to as the "'Effective Date"). ARTICLE II ARTICLES OF INCORPORATION AND BYLAws OF SURVIVING CORPORATION The Articles of Incorporation and the Bylaws of CPN, as they exist on the Effective Dat e, shall be the Articles of Incorporation and the Bylaws of the Surviving Corporation until thereafter amended as provided by law. ARTICLE III SURVIVING CORPORATION TO SUCCEED TO PROPERTIES AND OBLIGATIONS OF CPN AND ACI On and after the Effective Date, the Surviving Corporation, without other transfer or assumpti on, shall succeed to and possess all the estate, properties, rights, privileges, powers and franchises, of a public as wel l as a private nature, and assume and be subject to all of the liabilities, obligations, debts, restrictions, disa bilities and duties, of each of the Constituent Corporations, all without further act or deed, as provided in Section 1107 of the C alifornia General Corporation Law. If at any time the Surviving Corporation shall consider, upon the advice of its legal counse l, that any further assignments, conveyances or assumptions of liability are necessary or desirable to carry out t he provisions hereof, the proper officers and directors of the Constituent Corporations as of the Effective Date shal l execute and deliver any and all proper deeds, assignments and assumptions of liability and do all things necessary or proper to carry out the provisions hereof. ARTICLE IV REDEMPTION OF CPN PREFERRED STOCK Prior to the Effective Date, CPN shall call for redemption all outstanding shares of C PN's 5% cumulative preferred stock at a redemption price of not more than $21.00 per share, together with all dividends accrued to the date of such redemption. All such shares shall be redeemed so that, as of the Effective Date, such shares shall no longer be deemed to be outstanding. ARTICLE V CONVERSION OR EXCHANGE OF SHARES IN MERGER (a) On or prior to the Effective Date, ALLTEL shall transfer and deliver to ACI, as a contribution to ACI's capital, such number of shares of common stock of ALLTEL and rights to be issued in accordance with the Rights Agreement, dated as of January 28, 1987, between ALLTEL and AmeriTrust Company National Association (the "Rights") as sha ll be necessary to carry out the provisions of paragraph (d) below. (b) On the Effective Date, each share of common stock of ACI outstanding immediate ly prior to the merger shall, by virtue of the merger and without any action on the part of any holder thereof, be converted into one share of common stock of the Surviving Corporation (the "Post-Merger Shares"), and each certificate evidencing ownership of any such ACI shares as of the Effective Date shall evidence ownership of the same number of Post-Merger Shares. (c) On the Effective Date, each share of common stock of CPN outstanding immediatel y prior to the merger (the "Pre- Merger Shares"), and all rights in respect thereof, shall forthwith cease to exist and be cancelled, except for the rights set forth below and except as provided by law in respect of shares as to which the holders may exe rcise rights of dissenting shareholders. Shares with respect to which the holders have perfected their dissenters' rights in compli ance with Chapter 13 of the California General Corporation Law ("Dissenting Shares") shall be deemed no longer outstanding and shall be c onverted into the rights provided by such Chapter 13 and the provisions set forth below shall not apply to those shares. (d) On the Effective Date, each Pre-Merger Share issued and outstanding immediately prior to the merger shall, by virtue of the merger and without any action on the part of any holder thereof, be converted into 1.15 shares of common stock of ALLTEL and Rights. The foregoing basis of conversion shall be appropriately adjusted (to the nearest .001 of a share) in the event of any stock dividend, reclassification, split-up, combination or exchange of CPN common stock or ALLTEL common stock prior to the Effective Date. Notwithstanding the foregoing provisions of this paragraph (d), in lieu of issuing certificates for or including fractional shares of common stock of ALLTEL and Rights resulting from the conversion on the Effective Date of Pre-Merger Shares into shares of common stock of ALLTEL and Rights, the Surviving Corporation sha ll pay to each holder of Pre-Merger Shares otherwise entitled to receive such certificates, cash in an a mount equal to the product of such fraction and the average of the closing sale prices of shares of common stock of ALLTEL on the Ne w York Stock Exchange on the twenty trading days last preceding the Effective Date. (e) After the Effective Date, no holder of a certificate for Pre-Merger Shares shall be entitled to vote at any meeting of shareholders of ALLTEL or to receive any dividends from ALLTEL until surrender of his certi ficate for a certificate for shares of common stock of ALLTEL and Rights. Upon such surrender, there shall be paid to the holder any dividends (without interest thereon) that have become payable, but that have not been paid by reason of the foregoing, with respect to the number of whole shares of common stock of ALLTEL and Rights represented by the certificates issued i n exchange therefor. ALLTEL shall be entitled, however, after the Effective Date, to treat any certificate for Pre-Merger Shares as evidencing ownership of the number of full shares of common stock of ALLTEL and Rights into which the Pre-Merger Shares represent ed by such certificate shall have been converted, notwithstanding the failure to surrender such certificate. (f) On the Effective Date, all rights to acquire common stock of CPN (other than the PostMerger Shares) shall be converted into rights to acquire shares of common stock of ALLTEL and Rights upon the basis set forth i n subsection (d) above and subject to the terms and conditions of such rights as exist upon the Effective Date. (g) Shares of common stock of ALLTEL into which the Pre-Merger Shares have been converted by virtue of the merger shall, when issued in accordance with the provisions of this Agreement of Merger, be fully pai d and nonassessable, and, together with the Rights into which the Pre-Merger Shares have been converted by virtue of the merger, shall be deem ed to have been issued in full satisfaction of all rights pertaining to such converted shares, exc ept unpaid dividends, if any, declared prior to the Effective Date with respect to the Pre-Merger Shares. (h) Certificates representing the Pre-Merger Shares shall be delivered for conversion into shares of ALLTEL common stock and Rights as follows: ALLTEL shall prepare a form (the "Form of Transmittal L etter") pursuant to which each holder of Pre-Merger Shares shall transmit the certificate or certificates representing such holde r's Pre-Merger Shares to ALLTEL for conversion into the consideration provided herein. As promptly as practicable after the E ffective Date, the Form of Transmittal Letter shall be mailed to holders of Pre-Merger Shares. (i) An agent shall be designated by ALLTEL and CPN to effect the exchange of Pre-Ni erger Shares for ALLTEL-common stock and Rights (the "Exchange Agent"). The Exchange Agent shall be authorized to issue AL LTEL common stock and Rights for any Pre-Merger Shares certificate which has been lost, stolen or destroyed upon receipt of satisfactory evidence of ownership of the Pre-Merger Shares represented thereby, and after appropriate indemnification. (j) If any check for cash in lieu of fractional shares or certificates for ALLTEL com mon stock and Rights is to be issued hereunder in a name other than that in which the certificates for Pre-Merger Shares surre ndered in exchange therefor are registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of such check or such certific ates for such ALLTEL common stock and Rights in a name other than that of the registered holder of the certifi cates surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. ARTICLE VIAPPROVALS After approval of this Agreement of Merger by the Boards of Directors of CPN, ALLTEL and ACI, this Agreement of Merger shall be submitted for such approval and adoption by the shareholders of CPN and ACI, as is required by the laws of the State of California, and by the shareholders of ALLTEL. If this Agreement of Merger shall be so approved and adopted, the Constituent Corporations shall, subject to the provisions of Article VII hereof conc erning abandonment, forthwith proceed to effect the transactions contemplated hereby. ARTICLE VII ABANDONMENT This Agreement of Merger may be abandoned at any time before or after action thereon by the shareholders of CPN, ACI or ALLTEL, notwithstanding favorable action on the merger by such shareholders, but not later than the Effective Date , by the Board of Directors of CPN or ALLTEL to the extent permitted under Section 8.1 of the Plan of Reorganization and Merge r. ARTICLE VIII AMENDMENTS AND WAIVER This Agreement of Merger may be amended by the Boards of Directors of the Constituent Corporat ions to the extent permitted by applicable law, and, to the extent permitted by applicable law, no action by the shareholders of the Constituent Corporations shall be required with respect to an amendment, provided that no such amendme nt shall change the number or kind of shares of common stock of ALLTEL and Rights for which shares are to be exchanged or into which shares are to be converted hereunder or change any other provision hereof in any manner that would have a materi al adverse effect on the rights of such shareholders. CPN or ALLTEL may, by action of its Board of Directors by an instrument in writing, extend the time for or waive the performance of any of the obligations of the other or waive compliance by the other with respect to any of the covenants or conditions contained in this Agreement of Merger; provided that no such extension or waiver sha ll affect the rights of the shareholders of CPN, ACI or ALLTEL in a manner that is materially adverse to such shareholders. ARTICLE IX COUNTERPARTS This Agreement of Merger may be executed in counterparts, each of which when so executed sha ll be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto, pursuant to authority given by their respective Boards of Directors, have caused this Agreement of Merger to be entered into and signed, attested and sealed by their respective authorized officers, as of the day and year first above written. CP NATIONAL CORPORATION (Corporate Seal) By Ben W. Agee, Chairman of the Board and Chief Executive Officer ATTEST: Secretary ALLTEL CALIFORNIA, INC. (Corporate Seal) By President ATTEST: Secretary ALLTEL CORPORATION (Corporate Seal) By Joe T. Ford, President and Chief Executive Officer ATTEST: Secretary