0000065873-06-000098 Sample Contracts

REVERSE TRANSITION SERVICES AGREEMENT
Reverse Transition Services Agreement • July 21st, 2006 • Alltel Corp • Radiotelephone communications • Delaware

This Reverse Transition Services Agreement (this “Agreement”), dated as of July 17, 2006 (the “Signing Date”), is entered between ALLTEL Corporation, a Delaware corporation, on behalf of itself and its affiliates (“AT Co.”), and Alltel Holding Corp., a Delaware corporation and wholly-owned subsidiary of AT Co., on behalf of itself and its affiliates (“Spinco”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 21st, 2006 • Alltel Corp • Radiotelephone communications • Delaware

This Transition Services Agreement (this “Agreement”), dated as of July 17, 2006 (the “Signing Date”), is entered between ALLTEL Corporation., a Delaware corporation, on behalf of itself and its affiliates (“AT Co.”), and Alltel Holding Corp., a Delaware corporation and wholly-owned subsidiary of AT Co., on behalf of itself and its affiliates (“Spinco”).

TAX SHARING AGREEMENT
Tax Sharing Agreement • July 21st, 2006 • Alltel Corp • Radiotelephone communications

This Tax Sharing Agreement (this "Agreement") is entered into as of July 17, 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, as amended on June 29, 2006 (the "Distribution Agreement").

AMENDMENT TO EMPLOYEE BENEFITS AGREEMENT
Employee Benefits Agreement • July 21st, 2006 • Alltel Corp • Radiotelephone communications

WHEREAS, Alltel Corporation ("Alltel") and Alltel Holding Corp. ("Spinco") entered into an Employee Benefits Agreement, dated as of December 8, 2005 (the "Agreement");

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