TAX SHARING AGREEMENT

Exhibit 10.3

TAX SHARING AGREEMENT

     This Tax Sharing Agreement (this “Agreement”) is entered into as of ___, 2006, by and among ALLTEL Corporation, a Delaware corporation (“AT Co.”), ALLTEL Holding Corp., a newly formed Delaware corporation and a wholly owned subsidiary of AT Co. (“Spinco”), and Valor Communications Group, Inc., a Delaware corporation (“Valor”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement, dated as of December 8, 2005, by and between AT Co. and Spinco (the “ Distribution Agreement”).

RECITALS

     Whereas, AT Co. is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”), that has filed consolidated federal income tax returns.

     Whereas Spinco is a newly-formed, wholly owned subsidiary of AT Co.

     Whereas, pursuant to the Distribution Agreement, among other things, AT Co. will transfer or cause to be transferred to Spinco or one or more subsidiaries of Spinco (pursuant to certain preliminary restructuring transactions) all of the Spinco Assets, Spinco will assume or cause to be assumed all of the Spinco Liabilities, and Spinco will issue to AT Co. Spinco Common Stock and Spinco Exchange Notes and will pay the Special Dividend (the “Contribution”).

     Whereas, on the Distribution Date, AT Co. will distribute all of the issued and outstanding shares of Spinco Common Stock on a pro rata basis to holders of the AT Co. Common Stock (the “Distribution”).

     Whereas, pursuant to the Merger Agreement, dated as of December 8, 2005, by and among AT Co., Spinco and Valor (the “ Merger Agreement”), following the Distribution, Spinco will merge with and into Valor pursuant to the Merger.

     Whereas, the parties to this Agreement intend that the Contribution, together with the Debt Exchange, qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “Code”), that the Distribution qualify as a distribution of Spinco stock to AT Co. stockholders pursuant to Section 355 of the Code, that the Merger qualify as a tax-free reorganization pursuant to Section 368 of the Code, and that no gain or loss be recognized as a result of such transactions for federal income tax purposes by any of AT Co., Spinco, and their respective stockholders (except to the extent of cash received in lieu of fractional shares).

     Whereas, AT Co., Spinco and Valor desire to set forth their rights and obligations

with respect to Taxes (as defined herein) due for periods before and after the Distribution Date.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

“Affiliate” shall mean any Person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with a specified Person.

“Agreement” shall have the meaning set forth in the recitals.

“Applicable Federal Rate” shall have the meaning set forth in Section 1274(d) of the Code, compounded quarterly.

“AT Co.” shall have the meaning set forth in the preamble to this Agreement.

“AT Co. Group” shall mean AT Co. and all Subsidiaries of AT Co. at any time preceding, at or following the Contribution, but shall not include any member of the Spinco Group.

“AT Consolidated Group” shall mean any consolidated, combined or unitary group (i) of which AT Co. is the common parent corporation at any time or (ii) that otherwise included Spinco or any Spinco Subsidiary for any Pre-Distribution Period.

“Code” shall have the meaning set forth in the recitals.

“Combined Return” shall have the meaning set forth in Section 2.01.

“Contribution” shall have the meaning set forth in the Recitals.

“Control” or “Controlled” shall mean, with respect to any Person, the presence of one of the following: (i) the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% (by vote or value) of the capital or voting stock (or other ownership or voting interest, if not a corporation) of such Person or (ii) the ability, directly or indirectly, to direct the voting of a majority of the directors of such Person’s board of directors or, if the Person does not have a board of directors, a majority of the positions on any similar body, whether through appointment, voting agreement or otherwise.

“Controlling Party” shall have the meaning set forth in Section 5.01.

“Disqualifying Action” shall have the meaning set forth in Section 10.2 of the Merger Agreement.

“Distribution” shall have the meaning set forth in the Recitals.

“Distribution Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Distribution Date” shall have the meaning set forth in the Distribution Agreement.

“Final Determination” shall have the meaning set forth in the Merger Agreement.

“Income Taxes” shall mean any and all Taxes based upon or measured by net or gross income (including alternative minimum tax under Section 55 of the Code and including any liability described in clauses (ii) or (iii) of the definition of “Taxes” that relates to any Income Tax).

“Other Taxes” shall mean any and all Taxes other than Income Taxes, including any liability described in clauses (ii) or (iii) of the definition of “Taxes” that relates to any Other Tax.

“Person” shall mean any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or department or agency of a government.

“Post-Distribution Period” shall mean any taxable year or other taxable period beginning after the Distribution Date and, in the case of any taxable year or other taxable period that begins before and ends after the Distribution Date, that part of the taxable year or other taxable period that begins at the beginning of the day after the Distribution Date.

“Pre-Distribution Period” shall mean any taxable year or other taxable period that ends on or before the Distribution Date and, in the case of any taxable year or other taxable period that begins before and ends after the Distribution Date, that part of the taxable year or other taxable period through the close of the Distribution Date.

“Separate Return” shall have the meaning set forth in Section 2.01(b).

“Short Period Return” shall have the meaning set forth in Section 2.01(b).

“Spinco” shall have the meaning set forth in the Recitals.

“Spinco Group” shall mean Spinco and all entities that are Subsidiaries of Spinco immediately following the Contribution.

“Straddle Return” shall have the meaning set forth in Section 2.01.

“Straddle Period” shall mean any taxable period that includes but does not end on the Distribution Date.

“Subsidiary” shall mean a corporation, limited liability company, partnership, joint venture or other business entity if 50% or more of the outstanding equity or voting power of such entity is owned directly or indirectly by the corporation with respect to which such term is used.

“Tax” or “Taxes” shall have the meaning set forth in the Merger Agreement.

“Tax Attribute” shall mean any net operating loss carryover, net capital loss carryover, investment tax credit carryover, foreign tax credit carryover, charitable deduction carryover or other similar item that could reduce Income Tax for a past or future taxable period.

“Tax Benefit” shall means, in the case of separate state, local or other Income Tax Return, the sum of the amount by which the Tax liability (after giving effect to any alternative minimum or similar Tax) of a corporation to the appropriate Taxing Authority is reduced (including by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest from such government or jurisdiction relating to such Tax liability, and in the case of a consolidated federal Income Tax Return or combined, unitary or other similar state, local or other Income Tax Return, the sum of the amount by which the Tax liability of the affiliated group (within the meaning of Section 1504(a) of the Code) or other relevant group of corporations to the appropriate government or jurisdiction is reduced (including by deduction, entitlement to refund, credit or otherwise, whether available in the current taxable year, as an adjustment to taxable income in any other taxable year or as a carryforward or carryback, as applicable) plus any interest from such government or jurisdiction relating to such Tax liability.

“Tax Contest” shall have the meaning set forth in Section 5.01.

“Tax Return” shall have the meaning set forth in the Merger Agreement.

“Taxing Authority” shall have the meaning set forth in the Merger Agreement.

“USF Payments” shall have the meaning set forth in Section 2.04(a).

“USF Tax Amount” shall have the meaning set forth in Section 2.04(a).

“Valor” shall have the meaning set forth in the recitals

“Valor Group” shall mean Valor and all entities that are Subsidiaries of Valor immediately following the Merger.

ARTICLE II.

TAX RETURNS AND TAX PAYMENTS

     2.01 OBLIGATIONS TO FILE TAX RETURNS.

          (a) AT Co. shall file or cause to be filed any Income Tax Return that is required to be filed after the Distribution Date by or with respect to any member of the Spinco Group that (i) is filed on a consolidated, combined or unitary basis, (ii) includes both one or more members of the AT Co. Group and one or more members of the Spinco Group, and (iii) is for a taxable period that includes a Pre-Distribution Period (a “Combined Return”). Each member of the Spinco Group hereby irrevocably authorizes and designates AT Co. as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Combined Tax Return and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of a Combined Return. Except as otherwise provided herein, AT Co. shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Income Taxes in respect of a Combined Return for which AT Co. bears responsibility hereunder and to determine whether any refunds of such Income Taxes to which the AT Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the AT Consolidated Group.

          (b) Valor shall file or cause to be filed any other Income Tax Return required to be filed after the Distribution Date by or with respect to one or more members of the Spinco Group, including any such Tax Return (i) with respect to any taxable period that includes but does not end on the Distribution Date (a “Straddle Return”), (ii) with respect to a taxable period ending on the Distribution Date (a “Short Period Return”), and (iii) with respect to a taxable period beginning after the Distribution Date (a “Separate Return”). AT Co. shall remit to Valor in immediately available funds the amount of any Income Taxes (including estimated Income Taxes) related to a Straddle Return or Short Period Return for which AT Co. is responsible hereunder, at least two Business Days before payment of the relevant amount is due to a Taxing Authority. Valor shall file or cause to be filed any Other Tax Return required to be filed after the Distribution Date by one or more members of the Spinco Group.

     2.02 APPROVAL OF STRADDLE RETURNS AND SHORT PERIOD RETURNS. No later than thirty (30) days prior to the date on which any Straddle Return or Short Period Return is required to be filed (taking into account any valid extensions) (the “Due Date”), Valor shall submit or cause to be submitted to AT Co. the Straddle Return or Short Period Return and shall make or cause to be made any and all changes to such return reasonably requested by AT Co., to the extent that such changes relate to items for which AT Co. has responsibility hereunder (and for which at least substantial authority exists within the meaning of Section 6662 of the Code and the Treasury Regulations thereunder). Valor shall not file or allow to be filed any such Straddle Return or Short Period Return prior to receiving written approval of the return from AT Co., which approval shall not be

unreasonably withheld, delayed or conditioned.

     2.03 OBLIGATION TO REMIT TAXES. Subject to Section 2.01 and subject always to the ultimate division of responsibility for Taxes set out in Section 2.04, AT Co. and Valor shall each remit or cause to be remitted to the applicable Taxing Authority any Taxes due in respect of any Tax Return that su