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                                                                     EXHIBIT 4.1





                               FIRST AMENDMENT TO

                            SECURITYHOLDERS AGREEMENT

         THIS FIRST AMENDMENT TO SECURITYHOLDERS AGREEMENT (this "Amendment") is
made and entered into as of _________, 2006 by and among Windstream Corporation
(f.k.a. Valor Communications Group, Inc.) (the "Company") and the Investors
signatory hereto.

         WHEREAS, the Company and the Investors entered into that certain
Securityholders Agreement (the "Securityholders Agreement"), dated as of
February 14, 2005;

         WHEREAS, the Company entered into an Agreement and Plan of Merger,
dated as of December 8, 2005, by and among Alltel Corporation, Alltel Holding
Corp. ("Spinco") and the Company (the "Merger Agreement"), pursuant to which
Spinco will merge with and into the Company upon the terms and subject to the
conditions set forth in the Merger Agreement (the "Merger"); and

         WHEREAS, as a condition to the consummation of the transactions
contemplated by the Merger Agreement, the Company and certain Investors agreed
to amend the terms of the Securityholders Agreement as set forth herein.

         NOW, THEREFORE, in consideration of the covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
agree:

1.       Definitions. Capitalized terms used herein and not otherwise defined
         shall have the meanings ascribed to them in the Securityholders
         Agreement.

2.       Amendments. Effective simultaneously with the consummation of the
         Merger, Securityholders Agreement is hereby amended as follows:

         (A)      Section 1 of the Securityholders Agreement is hereby amended
                  as follows:

                  (I)      the definitions of "Company Offering," "Delay
                           Notice," "Information Delay Notice," "Shelf
                           Registration Statement," and "Transaction Delay
                           Notice" are hereby deleted in their entirety and
                           replaced with the following:

                           "Company Offering" shall have the meaning set forth
                           in Section 4(c) hereof.

                           "Delay Notice" shall have the meaning set forth in
                           Section 4(c) hereof.

                           "Information Delay Notice" shall have the meaning set
                           forth in Section 4(a) hereof.



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                           "Shelf Registration Statement" shall have the meaning
                           set forth in Section 4(a) hereof.

                           "Transaction Delay Notice" shall have the meaning set
                           forth in Section 4(c) hereof.

                  (II)     the following definitions are hereby added to Section
                           1 of the Securityholders Agreement:

                           "Merger" shall mean the merger of Alltel Holding
                           Corp. with and into the Company pursuant to the
                           Merger Agreement.

                           "Merger Agreement" shall mean that certain Agreement
                           and Plan of Merger, dated as of December 8, 2005, by
                           and among the Company, Alltel Corporation and Alltel
                           Holding Corp.

                           "Underwritten Offering" shall have the meaning set
                           forth in Section 4(b) hereof."

                  (III)    the following definitions are hereby deleted from
                           Section 1 of the Securityholders Agreement:

                           "Long-Form Registrations"

                           "Short-Form Registrations"

                           "Threshold Amount"

                           "Vestar Designee"

                           "Welsh Designee"

         (B)      Section 4 of the Securityholders Agreement is hereby amended
                  by deleting such Section in its entirety and substituting in
                  lieu thereof the following:

                  "4.      Shelf Registration; Underwritten Offerings;

                  (a)      Shelf Registration.

                  (i) Filing of Shelf Registration Statement. As soon as
                  practicable after the consummation of the Merger, the Company
                  shall, at its cost, prepare and file and use its reasonable
                  best efforts to cause to be declared effective a shelf
                  registration statement pursuant to Rule 415 of the Securities
                  Act (the "Shelf Registration Statement") covering all of the
                  Registrable Securities held by the Investors. The Company
                  shall use its reasonable best efforts to keep such Shelf
                  Registration Statement continuously effective, supplemented
                  and amended as required by the provisions of Section 7 hereof
                  to the extent necessary to ensure that it is available for
                  resales of the Registrable Securities by the holders thereof
                  entitled to benefit






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                  from this Section 4(a), and to ensure that it conforms to the
                  requirements of this Agreement, the Securities Act and the
                  policies, rules and regulations of the Commission as announced
                  from time to time, for a continuous period until the earlier
                  to occur of (i) the second anniversary of the effectiveness of
                  the Shelf Registration Statement (extended as may be necessary
                  to compensate for any periods during which sales of
                  Registrable Securities are suspended under the Shelf
                  Registration Statement as provided in this Agreement) or (ii)
                  the date on which each of the Welsh Investors and the Vestar
                  Investors may sell all of their respective Registrable
                  Securities without regard to volume limitation pursuant to
                  Rule 144 of the Securities Act.

                  (ii) Suspension of the Shelf Registration Statement. The
                  Company may suspend sales under the Shelf Registration
                  Statement if the Company determines in its good faith judgment
                  after consultation with its securities counsel that the filing
                  of an amendment or supplement to the Shelf Registration
                  Statement is necessary in order to effect resales pursuant to
                  the Shelf Registration Statement and such filing would require
                  disclosure of material non-public information which the
                  Company has a bona fide business purpose for preserving as
                  confidential and the Company provides the Investors written
                  notice (the "Information Delay Notice") thereof promptly after
                  the Company makes such determination, the Company may suspend
                  resales of Registrable Securities under the Shelf Registration
                  Statement for up to 75 days. Notwithstanding the foregoing,
                  with respect to suspensions of resales of Registrable
                  Securities under the Shelf Registration Statement described
                  above (x) the Company shall use its reasonable best efforts to
                  cause to be terminated as soon as it is practicable, any such
                  period under which sales of Registrable Securities are
                  suspended under the Shelf Registration Statement and (y) the
                  Company shall not deliver more than one Information Delay
                  Notice within any period of 180 consecutive days.

                  (iii) Notice Requirement. Not more than four (4) business days
                  nor less than two (2) business days prior to effecting any
                  sale of Registrable Securities under the Shelf Registration
                  Statement representing in excess of 0.25% of the Company's
                  then outstanding common stock on a fully diluted basis, the
                  Welsh Investors shall provide written notice to the Company of
                  their intention to effect such sale.

                  (b)      Underwritten Offering.

                  (i) Request for Underwritten Offering. At any time after the
                  90th day following the consummation of the Merger, the holders
                  of at least 50% of the outstanding Registrable Securities
                  initially held by the Welsh Investors, the Vestar Investors
                  and their respective affiliates (the "Requesting Party") may
                  request the Company effect an underwritten offering under the
                  Shelf Registration Statement of all or any portion of the
                  Registrable Securities held by the Requesting Party (an
                  "Underwritten Offering"). The Requesting Party shall be
                  entitled to request up to one (1) Underwritten Offering
                  pursuant to this Section





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                  4(b); provided that the Company's obligation with respect to
                  any such Underwritten Offering shall be deemed satisfied only
                  when 75% of the Registrable Securities of the Requesting Party
                  specified in such notice and of any other party that has
                  requested pursuant to Section 4(b)(ii) below that its
                  Registrable Securities be included in such Underwritten
                  Offering shall have been sold pursuant thereto.

                  (ii) Participation by Other Investors in an Underwritten
                  Offering; Procedure. Promptly following receipt of any notice
                  under this Section 4 from any Requesting Party, the Company
                  shall immediately notify the other Investors and shall use its
                  reasonable best efforts to include in such Underwritten
                  Offering the number of Registrable Securities specified in any
                  notice received from such requesting Investors (and in any
                  notices received from such Investors within 20 days after
                  notice from the Company), in each case subject to Section 4(c)
                  below.

                  (iii) Designation of Managing Underwriter. The Board may
                  designate the managing underwriter of an offering pursuant to
                  this Section 4(b), such underwriter to be reasonably
                  acceptable to the Majority Sellers.

                  (c)      Certain Restrictions.

                  (i) Notwithstanding anything in this Section 4 to the
                  contrary, the only securities that the Company shall be
                  required to register pursuant to this Section 4 shall be
                  Registrable Securities.

                  (ii) If, upon receipt of a request pursuant to Section 4(b),
                  the Company is advised in writing by a nationally recognized
                  investment banking firm in the United States selected by the
                  Company that, in such firm's opinion, an Underwritten Offering
                  by the Company at the time and on the terms requested would
                  adversely affect any public offering of securities of the
                  Company (other than in connection with employee benefit and
                  similar plans) (a "Company Offering") with respect to which
                  the Company has commenced preparations for a registration
                  prior to the receipt of a registration request pursuant to
                  Section 4(b) and the Company furnishes the Investors with a
                  certificate signed by the Chief Executive Officer or Chief
                  Financial Officer of the Company to such effect (the
                  "Transaction Delay Notice" and, together with any Information
                  Delay Notice, a "Delay Notice") promptly after such request,
                  the Company shall not be required to effect a registration
                  pursuant to Section 4(b) until the earliest of (i) 30 days
                  after the completion of such Company Offering, (ii) promptly
                  after the abandonment of such Company Offering or (iii) 120
                  days after the date of the Transaction Delay Notice; provided
                  that in any event the Company shall not be required to effect
                  any Underwritten Offering prior to the termination, waiver or
                  reduction of any "blackout period" required by the
                  underwriters to be applicable to the Investors in connection
                  with any Company Offering; and provided further that in no
                  event shall the Company delay such Underwritten Offering for
                  more than 180 days.




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                  (iii) If upon receipt of a request pursuant to Section 4(b) or
                  while a request pursuant to Section 4(b) is pending, the
                  Company delivers an Information Delay Notice to the Investors,
                  the Company shall not be required to comply with its
                  obligations under Section 4(b) until the earlier of (i) the
                  date upon which such material information is disclosed to the
                  public or ceases to be material or (ii) 75 days after the
                  Investors' receipt of such notice.

                  (iv) Notwithstanding the foregoing provisions of this Section
                  4(c), the Company shall be entitled to serve only one Delay
                  Notice within any period of 180 consecutive days."

         (C)      Section 5 of the Securityholders Agreement is hereby amended
                  by deleting the final sentence of such Section in its entirety
                  and substituting in lieu thereof the following:

                  "If the method of disposition of any such registration shall
                  be an underwritten public offering and the managing
                  underwriter advises the Company in writing that the number of
                  securities requested to be included in such offering exceeds
                  the number of securities which can be sold therein without
                  adversely affecting the marketability of the offering, the
                  Company will include in such registration, as may be
                  determined by the managing underwriters: (A) first, all the
                  securities which the Company proposes to sell for its own
                  account, and (B) second, the Registrable Securities and any
                  other securities requested to be included in such
                  registration, pro rata among the holders of such Registrable
                  Securities or other securities, based on the number of such
                  Registrable Securities or other securities which they own."

         (D)      Section 6(a) of the Securityholders Agreement is hereby
                  amended by deleting such Section in its entirety and
                  substituting in lieu thereof the following:

                  "(a) As may be required by the managing underwriter of an
                  underwritten registration of securities of the Company
                  pursuant to the Securities Act, in its sole discretion, the
                  Welsh Investors and the Vestar Investors shall not effect any
                  public sale or distribution (including sales pursuant to Rule
                  144) of Registrable Securities for the lesser of (i) the
                  period from seven days prior to and 90 days following the
                  effective date of any such underwritten registration of
                  securities of the Company (or, in the case of an underwritten
                  offering of shares pursuant to an effective shelf registration
                  statement (other than the Shelf Registration Statement), the
                  seven days prior to and 90 days following the time such
                  offering is to commence) and (ii) the period of time required
                  by the managing underwriter of such underwritten registration,
                  provided that the Welsh Investors and the Vestar Investors
                  shall not be subject to the restrictions contained in this
                  Section 6(a) more than once in any period of 180 consecutive
                  days."

         (E)      Section 6 of the Agreement is hereby amended to include the
                  following subsection (c):




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                  "(c) Notwithstanding anything to the contrary set forth
                  herein, for a period of 90 days following the consummation of
                  the Merger, the Welsh Investors shall not, without the prior
                  written consent of the Company, directly or indirectly sell,
                  contract to sell, sell any option or contract to purchase,
                  purchase any option or contract to sell, grant any option,
                  right or warrant for the sale of, or otherwise dispose of or
                  transfer, or enter into any swap or other agreement or
                  transaction that transfers, in whole or in part, the economic
                  consequences of ownership of, any Registrable Securities
                  (including any transfer under the Shelf Registration
                  Statement). The foregoing restrictions, however, shall not
                  apply to any transfers (i) as a bona fide gift or gifts; (ii)
                  to any trust for the direct or indirect benefit of the Welsh
                  Investors (or any limited partner or stockholder of any Welsh
                  Investor) or the immediate family of the Welsh Investors (or
                  any limited partner of stockholder of any Welsh Investor);
                  (iii) as a distribution to limited partners or stockholders of
                  any Welsh Investor; or (iv) to any Welsh Investor's affiliates
                  or to any investment fund or other entity controlled or
                  managed by the such Welsh Investor; provided that in any such
                  case, prior to such transfer, the Company shall receive a
                  signed agreement from such transferee agreeing to the
                  restrictions set forth above for the balance of the 90 day
                  period, as well as the other provisions of this Agreement, and
                  an opinion of counsel, reasonably satisfactory to the Company,
                  that such transfer is exempt from registration under the
                  Securities Act. For purposes of this Agreement, "immediate
                  family" shall mean any relationship by blood, marriage or
                  adoption, not more remote than first cousin. The Welsh
                  Investors also agree and consent to the entry of stop transfer
                  instructions with the Company's transfer agent and registrar
                  against the transfer of the Registrable Securities except in
                  compliance with the foregoing restrictions."

         (F)      Section 7 of the Securityholders Agreement is hereby amended
                  as follows:

                  (I)      The first sentence of Section 7 of the
                           Securityholders Agreement is hereby amended by
                           deleting such sentence in its entirety and
                           substituting in lieu thereof the following:

                  "If and whenever the Company is required to effect or cause
                  the registration of any Registrable Securities or an
                  Underwritten Offering of such securities under the Securities
                  Act as provided in this Agreement, the Company will, as
                  expeditiously as possible:"

                  (II)     Section 7(a) of the Securityholders Agreement is
                           hereby amended by deleting such section in its
                           entirety and substituting in lieu thereof the
                           following:

                  "(a) use its reasonable best efforts to prepare and file with
                  the Commission a registration statement or prospectus on any
                  form for which the Company then qualifies or which counsel for
                  the Company shall deem appropriate, and which form shall be
                  available for the sale of the Registrable Securities in
                  accordance with the intended methods of distribution thereof,
                  and use its reasonable best efforts to cause such registration
                  statement to become and remain effective as





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                  promptly as practicable; provided that before filing with the
                  Commission a registration statement or any amendments or
                  supplements thereto, the Company will (i) furnish to the
                  selling Investors copies of the form of prospectus (including
                  the preliminary prospectus) proposed to be filed and furnish
                  to counsel for the selling Investors copies of all such
                  documents proposed to be filed, which documents will be
                  subject to the review of such counsel and, in the case of any
                  registration hereunder other than an incidental registration
                  pursuant to Section 5, shall not be filed without the approval
                  of such counsel (which approval shall not be unreasonably
                  withheld, conditioned or delayed) and (ii) notify the selling
                  Investors of any stop order issued or threatened by the
                  Commission and take all reasonable actions required to prevent
                  the entry of such stop order or to remove it if entered."

                  (III)    Section 7(b) of the Securityholders Agreement is
                           hereby amended by deleting such section in its
                           entirety and substituting in lieu thereof the
                           following:

                  "(b)     [RESERVED]"

                  (IV)     Section 7(e) of the Securityholders Agreement is
                           hereby amended by adding the word "reasonable" prior
                           to the words "best efforts" appearing on the first
                           line thereof.

                  (V)      Section 7(j) of the Securityholders Agreement is
                           hereby amended by adding the word "reasonable" prior
                           to the words "best efforts" appearing on the first
                           line thereof.

                  (VI)     Section 7(k) of the Securityholders Agreement is
                           hereby amended by adding the parenthetical "(in the
                           case of an Underwritten Offering)" to the end of such
                           Section.

                  (VII)    Section 7(m) of the Securityholders Agreement is
                           hereby amended by adding the word "reasonable" prior
                           to the words "best efforts" appearing on the first
                           line thereof.

                  (VIII)   Section 7(n) of the Securityholders Agreement is
                           hereby amended by adding the word "reasonable" prior
                           to the words "best efforts" appearing on the first
                           line thereof.

         (G)      Section 9 of the Securityholders Agreement is hereby amended
                  by deleting such Section in its entirety and substituting in
                  thereof the following:

                  "9.      [RESERVED]"

         (H)      Section 13 of the Securityholders Agreement is hereby amended
                  to include the following subsection (q):

                  "(q) Term. This Agreement, including the Company's obligation
                  to maintain the Shelf Registration Statement and all rights of
                  holders thereunder, shall




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                  terminate effective upon the earlier to occur of the (A)
                  second anniversary of the effectiveness of the Shelf
                  Registration Statement (extended as may be necessary to
                  compensate for any periods during which sales of Registrable
                  Securities are suspended under the Shelf Registration
                  Statement as provided in this Agreement) or (B) the date on
                  which all Registrable Securities can be sold without regard to
                  volume limitations or manner of sale restrictions pursuant to
                  Rule 144 promulgated under the Securities Act."

3.       No Other Amendments. Except for the amendments expressly set forth and
         referred to in Section 2 hereof, the Securityholders Agreement shall
         remain unchanged and in full force and effect. In the event that the
         Merger Agreement is terminated for any reason, then this Amendment will
         be of no force or effect and the Securityholders Agreement will not be
         amended by any of the amendments set forth in Section 2 hereof.

4.       Entire Agreement. The Securityholders Agreement, as amended by this
         Amendment, constitutes the entire agreements and understandings of the
         parties hereto in respect of the subject matter contained herein, and
         there are no restrictions, promises, representations, warranties,
         covenants, or undertakings with respect to the subject matter hereof,
         other than those expressly set forth or referred to herein. The
         Securityholders Agreement, as amended by this Amendment, supersedes all
         prior agreements and understandings among the parties hereto with
         respect to the subject matter hereof.

5.       Applicable Law. This Amendment shall be governed by, and construed in
         accordance with, the internal laws of the State of Delaware without
         regard to principles of conflicts of law to the extent that the
         application of the laws of another jurisdiction would be required
         thereby.

6.       Severability. The invalidity, illegality or unenforceability of one or
         more of the provisions of this Amendment in any jurisdiction shall not
         affect the validity, legality or enforceability of the remainder of
         this Amendment in such jurisdiction or the validity, legality or
         enforceability of this Amendment, including any such provision, in any
         other jurisdiction, it being intended that all rights and obligations
         of the parties hereunder shall be enforceable to the fullest extent
         permitted by law.

7.       Counterparts. This Amendment may be executed in one or more
         counterparts, each of which shall be deemed an original but all of
         which shall constitute one and the same Amendment.

8.       Headings. The headings and captions contained herein are for
         convenience of reference only and shall not control or affect the
         meaning or construction of any provision hereof.



                                      *****




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         IN WITNESS WHEREOF the parties have executed this Amendment as of the
day and year first written above.

                                     VALOR COMMUNICATIONS GROUP, INC.


                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:



                                     INVESTORS:

                                     WCA Management Corporation
                                     The Patrick Welsh 2004 Irrevocable Trust
                                     Russell L. Carson
                                     The Bruce K. Anderson 2004 Irrevocable
                                       Trust
                                     Andrew M. Paul
                                     Pondfield Holdings, L.P.
                                     Thomas E. McInerney
                                     Robert A. Municucci
                                     Anthony J. deNicola
                                     Paul B. Queally
                                     Lawrence B. Sorrel
                                     D. Scott Mackesy
                                     John Clark
                                     Sean M. Traynor
                                     John Almeida, Jr.
                                     Sanjay Swani
                                     Eric Lee
                                     Jonathan M. Rather



                                     By:
                                        ----------------------------------------
                                         Jonathan M. Rather, Individually and as
                                         Attorney-in-Fact





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                                     WELSH CARSON ANDERSON & STOWE IX, L.P.
                                            By:  WCAS IX Associates LLC,
                                            Its:  General Partner



                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:


                                     WCAS IX ASSOCIATES LLC



                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:


                                     WCAS IX ASSOCIATES LLC
                                     as agent for Participating LP's



                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:


                                     WCAS CAPITAL PARTNERS III, L.P.
                                     By:  WCAS III Associates LLC,
                                     Its:  General Partner



                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:




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<PAGE>




                                     WELSH CARSON ANDERSON & STOWE VIII, L.P.
                                            By:  WCAS VIII Associates LLC,
                                            Its:  General Partner



                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:


                                     WCAS VIII ASSOCIATES LLC



                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:


                                     WCAS VIII ASSOCIATES LLC
                                     as agent for Participating LP's



                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:


                                     VESTAR CAPITAL PARTNERS III, L.P.
                                     By: Vestar Associates III, L.P.
                                     Its: General Partner
                                     By: Vestar Associates Corporation III
                                     It's: General Partner


                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:





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<PAGE>




                                     VESTAR CAPITAL PARTNERS IV, L.P.
                                            By: Vestar Associates IV, L.P.
                                            Its: General Partner
                                            By: Vestar Associates Corporation IV
                                            Its: General Partner


                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:


                                     VESTAR/VALOR, LLC
                                     By: Vestar Associates IV, L.P.
                                     Its:  Managing Member
                                     By: Vestar Associates Corporation IV
                                     Its:  General Partner


                                     By:
                                        ----------------------------------------
                                            Name:
                                            Title:



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