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                                                                   EXHIBIT 10.47

                         FORM OF EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT is entered into and effective as of [INSERT DATE
OF CONSUMMATION OF IPO] (the "Effective Date") by and among VALOR COMMUNICATIONS
GROUP, INC., a Delaware corporation (the "Company"), JOHN J. MUELLER (the
"Employee") and, for the purposes of Section 15 only, VALOR TELECOMMUNICATIONS,
LLC, a Delaware limited liability company ("VTC").

      WHEREAS, prior to the date hereof, the Employee was employed by VTC as its
Chief Executive Officer pursuant to an Amended and Restated Employment Agreement
dated April 9, 2004 between the Employee and VTC (the "2004 Employment
Agreement");

      WHEREAS, as of the date hereof, the Company has consummated an initial
public offering (the "IPO") of the Company's common stock, par value $0.0001 per
share (the "Common Stock"), and in connection with the IPO, VTC has become a
wholly-owned subsidiary of the Company; and

      WHEREAS, commencing on the Effective Date, the Company desires to employ
the Employee as its Chief Executive Officer and Employee is willing to accept
such employment with the Company on a full time basis, all in accordance with
the terms and conditions set forth below;

      NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
as follows:

      1. EMPLOYMENT.

      1.1. EMPLOYMENT WITH THE COMPANY. The Company hereby agrees to employ the
Employee, and the Employee hereby agrees to accept such employment with the
Company, commencing on the Effective Date and continuing for the period set
forth in Section 2 hereof, all upon the terms and conditions hereinafter set
forth.

      1.2. RESTRICTIONS ON EMPLOYEE. Except as previously disclosed to the
Company in writing by the Employee, the Employee affirms and represents that as
of the Effective Date, he has not been and will not in the future be subject to
any obligation to any former employer or other party which is in any way
inconsistent with, or which imposes any restriction upon, the Employee's
acceptance of employment hereunder with the Company, the continued employment of
the Employee by the Company or the Employee's undertakings under this Agreement.

      2. TERM OF EMPLOYMENT.

      2.1. INITIAL TERM. Unless earlier terminated as provided in this
Agreement, the term of the Employee's employment under this Agreement shall be
for a period beginning on the Effective Date and ending on the third anniversary
of the Effective Date (the "Initial Term").

      2.2. RENEWAL TERM. The term of the Employee's employment under this
Agreement shall be automatically renewed for additional one-year terms (each a
"Renewal Term") upon the expiration of the Initial Term or any Renewal Term
unless the Company or the Employee

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delivers to the other, at least ninety (90) days prior to the expiration of the
Initial Term or the then current Renewal Term, as the case may be, a written
notice specifying that the term of the Employee's employment will not be renewed
at the end of the Initial Term or such Renewal Term, as the case may be. The
period from the Effective Date until the end of the Initial Term or, in the
event that the Employee's employment hereunder is earlier terminated as provided
herein or renewed as provided in this Section 2.2, such shorter or longer
period, as the case may be, is hereinafter called the "Employment Term".

      3. DUTIES.

      3.1. POSITION. As of the Effective Date, the Employee shall be employed
as the Chief Executive Officer of the Company, shall faithfully perform and
discharge such duties as inhere in the position of Chief Executive Officer and
as may be specified in the articles of incorporation or by-laws of the Company
with respect to such position, and shall also perform and discharge such other
duties and responsibilities consistent with such position as the Board of
Directors of the Company (the "Board of Directors") shall from time to time
determine. The Employee shall report directly to the Board of Directors and/or
the Chairman of the Board of Directors and so long as Employee serves as the
Chief Executive Officer of the Company, Employee shall be a member of the Board
of Directors.

      3.2. LOCATION. The Employee shall perform his duties principally at
offices of the Company in Dallas, Texas, with such travel to such other
locations from time to time as the Board of Directors may reasonably prescribe.

      3.3. FULL EFFORTS. Except as may otherwise be approved in advance by the
Board of Directors and except during vacation periods and reasonable periods of
absence due to sickness, personal injury or other disability and reasonable
devotion of time to the Employee's personal financial affairs, the Employee
shall devote his full business time throughout the Employment Term to the
services required of him hereunder. The Employee shall render his business
services exclusively to the Company and its subsidiaries during the Employment
Term and shall use his best efforts, judgment and energy to improve and advance
the business and interests of the Company and its subsidiaries in a manner
consistent with the duties of his position. Notwithstanding the foregoing, the
Employee shall be entitled to (A) participate as a director or advisor to one or
more associations or community or charitable organizations in the Dallas/Ft.
Worth area, (B) serve on the board of directors of (x) United States Telecom
Association and (y) one additional public company subsequent to the first
anniversary of the IPO and (z) two additional public companies subsequent to the
second anniversary of the IPO and (C) undertake any other activities not
specifically authorized herein with the approval of the Board of Directors, so
long as the activities described in clause (A), (B) or (C) above do not, either
individually or in the aggregate, (i) involve a substantial amount of the
Employee's time, (ii) impair in any material respect the Employee's ability to
perform his duties under this Agreement or (iii) violate the provisions of
Section 9 of this Agreement.

      4. SALARY AND BONUS.

      4.1. SALARY. As compensation for the performance by the Employee of the
services to be performed by the Employee hereunder during the Employment Term,
the Company shall pay

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the Employee a base salary at the annual rate of Five Hundred Thousand Dollars
($500,000) (said amount, together with any increases thereto as may be
determined from time to time upon consideration no less frequently than annually
by the Compensation Committee of the Board of Directors in its sole discretion,
being hereinafter referred to as "Salary"). Any Salary payable hereunder shall
be paid in regular intervals in accordance with the Company's payroll practices
from time to time in effect.

      4.2. BONUS. The Employee shall be eligible to receive bonus compensation
from the Company (a) in respect of each fiscal year (or portion thereof)
occurring during the Employment Term (each an "Annual Bonus") in an amount
targeted at 100% of his Salary (such target of 100% of Salary being referred to
herein as the "Target Bonus") in accordance with the Company's management bonus
plan as in effect from time to time (pro-rated for any portion of a fiscal year
occurring during the Employment Term, in each case as may be determined by the
Board of Directors, in its sole discretion on the basis of performance based
criteria consistent with the Company's business plan to be established by the
Board of Directors in its sole discretion and disclosed to the Employee prior to
the commencement of each fiscal year of the Company and (b) in an amount equal
to (i) $200,000 upon the Effective Date, (ii) $400,000 on January 1, 2006 and
(iii) $400,000 on January 1, 2007 (each a "Special Bonus"), so long as the
Employee is still employed by the Company or any of the Company's subsidiaries
as of the date on which payment of each such Special Bonus becomes due. For the
purpose of calculating Employee's Annual Bonus for fiscal year 2004, Employee's
Salary for fiscal year 2004 shall be deemed to be $500,000.

      4.3. WITHHOLDING. All amounts payable to Employee as compensation
here under shall be subject to all required withholding by the Company.

      5. OTHER BENEFITS; EQUITY INTERESTS.

      5.1. GENERAL. During the Employment Term, the Employee shall:

                  (a) be eligible to participate at a level commensurate with
his position in any employee equity purchase plans or programs that may be
adopted for the benefit of the Company's officers or employees generally and in
any employee fringe or other employee benefits and pension and/or profit sharing
plans that may be provided by the Company for its senior executive employees in
accordance with the provisions of any such plans, as the same may be in effect
from time to time;

                  (b) be eligible to participate in any medical and health plans
and other employee welfare benefit plans that may be provided by the Company for
its senior executive employees in accordance with the provisions of any such
plans, as the same may be in effect from lime to time;

                  (c) be entitled to the number of paid vacation days in each
calendar year determined by the Company from time to time for its senior
executive officers, provided that such number of paid vacation days in each
calendar year shall not be less than twenty work days (four calendar weeks), and
the Employee shall also be entitled to all paid holidays and personal days given
by the Company to its senior executive officers;

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                  (d) be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be applicable to senior
executive employees from time to time;

                  (e) be entitled to reimbursement for all reasonable and
necessary out-of-pocket business expenses incurred by the Employee in the
performance of his duties hereunder in accordance with the Company's normal
policies from time to time in effect;

                  (f) be entitled to a one time reimbursement for documented
initiation fees associated with Employee's membership in a golf or country club
up to a maximum amount of $20,000 (the "Initiation Fee"), as well as an
additional amount (the "Initiation Gross-Up Amount") such that the net amount
retained by the Employee after payment of the sum of federal, state and local
income taxes (as calculated using the highest combined marginal federal, state
and local income tax rate applicable to an individual resident in [TEXAS] in the
year that the Initiation Fee is paid (after giving effect to the federal income
tax deduction for state and local income taxes) (the "Assumed Tax Rate")) due in
respect of the Initiation Fee and the Initiation Gross-Up Amount shall equal the
Initiation Fee; and

                  (g) be entitled to a reimbursement for reasonable and
documented automobile leasing expenses (the "Additional Expense Amounts"),
attorney fees incurred in connection with documenting and negotiating this
Agreement and any related agreements or arrangements and club membership dues up
to $1,500 per month. In addition, the Employee shall be entitled to receive on
or before December 31 of each year that the Employee receives Additional Expense
Amounts, an additional amount (the "Additional Expense Gross-Up") such that the
net amount retained by the Employee after payment of the sum of federal, state
and local income taxes (as calculated using the Assumed Tax Rate) due in respect
of the Additional Expense Amount and the Additional Expense Gross-Up shall equal
the Additional Expense Amount for that year.

During the Employment Term, the Company will obtain for the benefit of the
Employee (i) term life insurance coverage providing death benefits to
beneficiaries designated by the Employee equal to four times Salary, but not
less than $2,000,000 and (ii) long-term disability insurance coverage providing
the Employee with long-term disability benefits equal to 60% of his Salary
payable on and after the 181st day of the Employee's qualifying disability,
provided, however, that (x) annual premiums for the insurance coverage described
in (i) and (ii) above cannot exceed $25,000 and (y) the foregoing assumes the
insurability of the Employee. The Company and the Employee agree that the
Employee's existing life and disability insurance policies may, if permitted to
be carried over to the Company, wholly or partially satisfy the Company's
obligations under this paragraph (subject nevertheless to clauses (x) and (y)
above). In the event that the annual premiums for the insurance coverage
described in (i) and (ii) above would exceed $25,000, then, at the Employee's
option, either (A) the coverage will be reduced to the extent necessary to keep
the annual premiums under $25,000 or (B) the Employee shall pay the amount of
such excess.

      5.2. RETENTION OF COMMON STOCK. Pursuant to a restricted stock grant
agreement (the "Grant Agreement"), dated as of [THE DATE HEREOF] by and between
the Employee and the Company, the Employee has been granted shares of Common
Stock under the Valor

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Communications Group, Inc. 2005 Long-Term Equity Incentive Plan (the "Plan").
During the Employment Term, the Employee commits to maintain an ownership
position in the Common Stock granted to him pursuant to the Grant Agreement on
such terms and in such amounts as the Employee and the Company shall mutually
agree.

      6. CONFIDENTIAL INFORMATION. The employee hereby covenants, agrees and
acknowledges as follows:

      6.1. ACCESS TO CONFIDENTIAL INFORMATION. The Employee has and will have
access to and will participate in the development of or be acquainted with
confidential or proprietary information and trade secrets related to the
business of the Company and any present or future subsidiaries or affiliates of
the Company (collectively with the Company, the "Companies"), including but not
limited to (i) customer lists; related records and compilations of information;
the identity lists or descriptions of any new customers, referral sources or
organizations; financial statements; cost reports or other financial
information; contract proposals or bidding information; business plans; training
and operations methods and manuals; personnel records; software programs;
reports and correspondence; and management systems, policies or procedures,
including related forms and manuals; (ii) information pertaining to future
developments such as future marketing or acquisition plans or ideas, and
potential new business locations and (iii) all other tangible and intangible
property, which are used in the business and operations of the Companies but not
made public. The information and trade secrets relating to the business of the
Companies described hereinabove in this Section 6.1 are hereinafter referred to
collectively as the "Confidential Information", provided that the term
Confidential Information shall not include any information (x) that is or
becomes generally publicly available (other than as a result of violation of
this Agreement by the Employee), (y) that the Employee receives on a
nonconfidential basis from a source (other than the Companies or their
representatives) that is not known by him to be bound by an obligation of
secrecy or confidentiality to any of the Companies or (z) that was in the
possession of the Employee prior to disclosure by the Companies.

      6.2. NON-DISCLOSURE AND NON-USE. The Employee shall not disclose, use or
make known for his or another's benefit other than for the benefit of the
Company and its affiliates any Confidential Information or use such Confidential
Information in any way. The Employee may disclose Confidential Information when
required by a third party and applicable law or judicial process, but only after
providing immediate notice to the Company of any third party's request for such
information, which notice shall include the Employee's intent to disclose any
Confidential Information with respect to such request.

      6.3. NO REMEDY AT LAW. The Employee acknowledges and agrees that a remedy
at law for any breach or threatened breach of the provisions of this Section 6
would be inadequate and, therefore, agrees that the Companies shall be entitled
to seek injunctive relief in addition to any other available rights and remedies
in case of any such breach or threatened breach by the Employee; provided,
however, that nothing contained herein shall be construed as prohibiting the
Companies from pursuing any other rights and remedies available for any such
breach or threatened breach.

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      6.4. RETURN OF CONFIDENTIAL INFORMATION. The Employee agrees that upon
termination of his employment with the Company for any reason, the Employee
shall forthwith return to the Company all Confidential Information in whatever
form maintained (including, without limitation, computer discs and other
electronic media).

      6.5. SURVIVAL. The obligations of the Employee under this Section 6 shall,
except as otherwise provided herein, survive the termination of the Employment
Term and the expiration or termination of this Agreement.

      6.6. BINDING EFFECT. Without limiting the generality of Section 10 hereof,
the Employee hereby expressly agrees that the foregoing provisions of this
Section 6 shall be binding upon the Employee's heirs, successors and legal
representatives.

      7. TERMINATION.

      7.1. TERMINATION OF EMPLOYMENT. The Employee's employment hereunder shall
be terminated upon the occurrence of any of the following:

                  (a) death of the Employee;

                  (b) if Employee becomes physically or mentally incapacitated
or disabled so that he is unable to perform for the Company substantially the
same services as he performed prior to incurring such incapacity or disability
(the Company, at its option and expense, is entitled to retain a physician
reasonably acceptable to the Employee to confirm the existence of such
incapacity or disability, and the determination of such physician shall be
binding upon the Company and the Employee), and such incapacity or disability
exists for a period of one hundred eighty (180) or more days, whether or not
consecutive, within any period of twelve (12) consecutive months;

                  (c) the Company giving written notice, at any time to the
Employee that the Employee's employment is being terminated for "cause" (as
defined below);

                  (d) the Company giving written notice, at any time (including,
without limitation, following a change of control of the Company or a sale of
substantially all of the assets of the Company), to the Employee that the
Employee's employment is being terminated or is not being renewed, other than
pursuant to clause (a), (b) or (c) above;

                  (e) the Employee terminates his employment hereunder for "Good
Reason" (as defined below); or

                  (f) the Employee terminates his employment hereunder for any
reason whatsoever (whether by reason of retirement, resignation. or otherwise),
other than for "Good Reason",

      The following actions, failures and events by or affecting the Employee
shall constitute "cause" for termination within the meaning of clause (c) above:
(A) has been convicted of a felony or a crime involving moral turpitude, or (B)
has used alcohol or drugs on an ongoing basis to an extent that materially
interferes with the performance by the Employee of his duties under

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this Agreement, or (C) has embezzled or misappropriated Company funds or
property, or (D) has willfully and knowingly violated Section 6 or Section 9
hereof, or (E) has willfully and continually failed to substantially perform his
duties hereunder (other than any such failure resulting from mental or physical
illness) after written demand for substantial performance is delivered by the
Board of Directors which specifically identifies the manner in which the Board
of Directors believes the Employee has not substantially performed his duties
and the Employee fails to cure his nonperformance within fifteen (15) business
days of receiving such notice. Notwithstanding the occurrence of any event
listed in clauses (A) through (E) above, the Employee shall not be deemed to
have been terminated for cause without (1) reasonable notice to the Employee
setting forth the reasons for the Company's intention to terminate for Cause,
(2) an opportunity for the Employee together with his counsel, to be heard
before the Board of Directors and (3) delivery to the Employee of a notice of
termination from the Board of Directors finding that in the good faith opinion
of a majority of the Board of Directors was guilty of the conduct referred to in
such notice.

      For purposes of this Agreement. "Good Reason" means (1) any material
breach by the Company of its obligations under this Agreement, (2) any
substantial diminution of the Employee's responsibilities as an officer of the
Company as set forth in this Agreement and the Company's articles of
incorporation and by-laws, and in each such case, such breach or diminution
shall continue unremedied for a period of fifteen (15) days after written notice
thereof to the Company, (3) Employee is required to report to any person or
group of persons other than the Board of Directors or the Chairman of the Board
of Directors (or the board of directors or chairman of the board of directors of
a parent entity of the Company) or (4) any requirement by the Company that the
Employee relocate to a geographic area beyond a 50 mile radius of the Company's
current headquarters to which he objects.

      7.2. SEVERANCE COMPENSATION.

                  (a) In the event that the Employee's employment is terminated
by the Company pursuant to clause (d) of Section 7.1 above or by the Employee
pursuant to clause (e) of said Section 7.1, whether during the Initial Term or
during any Renewal Term pursuant to Section 2.2 above, then the Company shall,
subject to (A) Section 7.2(c) and (B) execution by Employee of a release
agreement in substantially the form attached hereto as Exhibit A, and in partial
consideration of Employee's continuing obligations hereunder after such
termination, (i) pay to the Employee, as severance pay or liquidated damages or
both, monthly payments at the rate per annum of his Salary at the time of such
termination for a period of eighteen (18) months after such termination plus an
Annual Bonus equal to 100% of the Employee's Target Bonus provided for in
Section 4.2(a) with respect to the fiscal year in which such termination occurs
(such Annual Bonus to be payable within thirty days after the close of such
fiscal year), each subject to customary withholding and other appropriate
deductions and (ii) continue to provide the Employee with (A) life insurance and
(B) if such termination occurs prior to March 31, 2005, medical and health
insurance coverage, each at levels comparable to those in effect prior to such
termination for a period from the date of such termination to the earlier to
occur of (x) the date which is eighteen (18) months after such termination and
(y) the date upon which the Employee becomes eligible to be covered for such
benefits through his employment with another employer at no greater cost to the
Employee.

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                  (b) In the event that Employee's employment is terminated for
any reason (either by the Company or the Employee) subsequent to March 31, 2005,
the Employee and his spouse, subject to Section 7.2(c), shall be entitled to
coverage under the Company's health insurance plans after such termination at
the same cost and other terms as offered by the Company to other senior
executives still employed by the Company until such time as the Employee becomes
employed by another person or entity that makes available health insurance
coverage to its employees.

                  (c) If the Employee violates either Section 6 or Section 9
hereof, the Company shall no longer have any obligations to the Employee and may
cease making all payments due and owing under Section 7.2(a) above and cease
providing coverage under its health insurance plans to the Employee and his
spouse as required by Section 7.2(b) above.

      7.3. NO OTHER COMPENSATION. Notwithstanding anything to the contrary
expressed or implied herein, except as required by applicable law and except as
set forth or described in Section 7.2 above, the Company (and its subsidiaries
and affiliates) shall not be obligated to make any payments to the Employee or
on his behalf of whatever kind or nature by reason of the Employee's cessation
of employment (including, without limitation, by reason of termination of the
Employee's employment by the Company for "cause"), other than (i) such amounts,
if any, of his Salary as shall have accrued and remained unpaid as of the date
of said cessation and (ii) such other amounts, if any, which may be then
otherwise payable to the Employee pursuant to the terms of the Company's
benefits plans or pursuant to clause (e) of Section 5.1 above.

      7.4. NO INTEREST PAYABLE. No interest shall accrue on or be paid with
respect to any portion of any payments hereunder.

      8. NON-ASSIGNABILITY.

      8.1. GENERAL PROHIBITION. Neither this Agreement nor any right or interest
hereunder shall be assignable by the Employee or his beneficiaries or legal
representatives without the Company's prior written consent; provided, however,
that nothing in this Section 8.1 shall preclude (i) the Employee from
designating a beneficiary to receive any benefit payable hereunder upon his
death or incapacity. This Agreement may not be assigned by the Company except
with the Employee's prior written consent, provided, however, that the Company
may assign this Agreement to an affiliate of the Company with the financial
resources to fulfill the Company's obligations hereunder.

      8.2. NO ASSIGNMENT OF RIGHT TO PAYMENTS. Except as required by law, no
right to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or to
assignment by operation of law, and any attempt, voluntary or involuntary, to
effect any such action shall be null, void and of no effect.

      9. RESTRICTIVE COVENANTS.

      9.1. COMPETITION. During the Employment Term and in the event the
Employee's employment is terminated for any reason (whether by the Company, the
Employee or by expiration), other than pursuant to Section 7.1(d) following a
change of control of the Company

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or a sale of all or substantially all of the assets of the Company, during the
Initial Restriction Period (as defined below) and the Extended Restriction
Period (as defined below), if applicable, the Employee, in consideration of
compensation to be paid to Employee hereunder, will not directly or indirectly
(as a director, officer, executive employee, manager, consultant, independent
contractor, advisor or other-wise) engage in competition with, or own any
interest in, manage, control, perform any services for, participate in or be
connected with any business or organization which engages in competition with
any of the Companies within the meaning of Section 9.5, provided, however, that
the provisions of this Section 9.1 shall not be deemed to prohibit (A) the
Employee's ownership of not more than two percent (2%) of the total shares of
all classes of stock outstanding of any publicly held company, whether through
direct or indirect stock holdings so long as Employee has no active
participation in such company or (B) any of the current activities permitted by
the second to last sentence of Section 3.3. In the event the Employee's
employment is terminated by the Company pursuant to Section 7.1(d) following a
change of control of the Company or a sale of all or substantially all of the
assets of the Company, Sections 9.1 and 9.5 shall be deemed substituted and
replaced in their entirety by the provisions set forth in Exhibit B attached
hereto.

      9.2. NON-SOLICITATION. During the Employment Term and in the event the
Employee's employment is terminated for any reason (whether by the Company, the
Employee or by expiration), during the Initial Restriction Period and the
Extended Restriction Period, if applicable, the Employee, in consideration of
compensation to be paid to Employee hereunder, will not directly or indirectly
induce or attempt to induce any employee of any of the Companies to leave the
employ of the Company or such subsidiary or affiliate, or in any way interfere
with the relationship between any of the Companies and any employee thereof.

      9.3. NON-INTERFERENCE. During the Employment Term and, in the event the
Employee's employment is terminated for any reason (whether by the Company, the
Employee or by expiration), during the Restriction Period, the Employee, in
consideration of compensation to be paid to Employee hereunder, will not
directly or indirectly hire, engage, send any work to, place orders with, or in
any manner be associated with any supplier, contractor, subcontractor or other
business relation of any of the Companies if such action by him would have an
adverse effect on the business, assets or financial condition of any of the
Companies, or materially interfere with the relationship between any such person
or entity and any of the Companies (including, without limitation, make any
negative or disparaging statement or communication regarding any of the
Companies either publicly or to any such person or entity).

      9.4. Restriction Periods; Severance Compensation During Extended
Restriction Period. The restrictions set forth in Sections 9.1, 9.2 and 9.3
shall initially apply for a period of twelve (12) months subsequent to the
termination of Employee's employment for any reason (the "Initial Restriction
Period") and, in the event the Employee's employment is terminated within two
years of the Effective Date, then the Company may, at its option, extend the
Initial Restriction Period by an additional six (6) month period (such
additional six (6) month period, the "Extended Restriction Period"). During the
Extended Restriction Period, subject to continued compliance by Employee with
Section 6 and Section 9 hereof and in consideration of Employee's continuing
obligations during the Extended Restriction Period, the Company shall pay
Employee the same amounts and provide the same benefits that were provided to
Employee

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during the Initial Restriction Period pursuant to Section 7.2 at such times and
subject to such restrictions as provided in Section 7.2.

      9.5. CERTAIN DEFINITIONS. For purposes of this Section 9, a person or
entity (including, without limitation, the Employee) shall be deemed to be a
competitor of one or more of the Companies, or a person or entity (including,
without limitation, the Employee) shall be deemed to be engaging in competition
with one or more of the Companies, if such person or entity conducts or plans to
conduct (i) any activity with any private equity firm or firms, investment bank
or banks or any other similar entity relating to the evaluation, acquisition or
operation of any telecommunications business in the United States, or (ii) any
activities that compete with or owns or manages any business that competes with
the local telecommunications businesses of any of the Companies in any of the
markets that are served by any of the Companies at the  time  of determination.

      9.6. CERTAIN REPRESENTATIONS OF THE EMPLOYEE. In connection with the
foregoing provisions of this Section 9, the Employee represents that his
experience, capabilities and circumstances are such that such provisions will
not prevent him from earning a livelihood. The Employee further agrees that the
limitations set forth in this Section 9 (including, without limitation, time and
territorial limitations) are reasonable and properly required for the adequate
protection of the current and future businesses of the Companies. It is
understood and agreed that the covenants made by the Employee in this Section 9
(and in Section 6 hereof) shall survive the expiration or termination of this
Agreement.

      9.7. INJUNCTIVE RELIEF. The Employee acknowledges and agrees that a remedy
at law for any breach or threatened breach of the provisions of Section 9 hereof
would be inadequate and, therefore agrees that the Company and any of its
subsidiaries or affiliates shall be entitled to seek injunctive relief in
addition to any other available rights and remedies in cases of any such breach
or threatened breach; provided, however, that nothing contained herein shall be
construed as prohibiting the Company or any of its affiliates from pursuing any
other rights and remedies available for any such breach or threatened breach.

      10. BINDING EFFECT. Without limiting or diminishing the effect of Section
8 hereof, this Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, legal representatives and
assigns.

      11. NOTICES. All notices which are required or may be given pursuant to
the terms of this Agreement shall be in writing and shall be sufficient in all
respects if given in writing and (i) delivered personally, (ii) mailed by
certified or registered mail, return receipt requested and postage prepaid,
(iii) sent via a nationally recognized overnight courier or (iv) sent via
facsimile confirmed in writing to the recipient, if to the Company at the
Company's principal place of business, and if to the Employee, at his home
address most recently filed with the Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto, provided, however, that any notice sent by certified or registered mail
shall be deemed delivered on the date of delivery as evidenced by the return
receipt.

      12. LAW GOVERNING; WAIVER OF JURY TRIAL. This Agreement shall be governed
by and construed in accordance with the laws of the State of Texas. The parties
hereto hereby

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waive, to the fullest extent permitted by applicable law, any right to trial by
jury with respect to any action or proceeding arising out of or relating to this
Agreement.

      13. SEVERABILITY. The Employee agrees that in the event that any court of
competent jurisdiction shall finally hold that any provision of Section 6 or 9
hereof is void or constitutes an unreasonable restriction against the Employee,
the provisions of such Section 6 or 9 shall not be rendered void but shall apply
with respect to such extent as such court may judicially determine constitutes a
reasonable restriction under the circumstances. If any part of this Agreement
other than Section 6 or 9 is held by a court of competent jurisdiction to be
invalid, illegible or incapable of being enforced in whole or in part by reason
of any rule of law or public policy, such part shall be deemed to be severed
from the remainder of this Agreement for the purpose only of the particular
legal proceedings in question and all other covenants and provisions of this
Agreement shall in every other respect continue in full force and effect and no
covenant or provision shall be deemed dependent upon any other covenant or
provision.

      14. WAIVER. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition. nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.

      15. ENTIRE AGREEMENT; MODIFICATIONS. Unless otherwise specified, this
Agreement constitutes the entire and final expression of the agreement of the
parties with respect to the subject matter hereof and supersedes all prior
agreements, oral and written, between the parties hereto with respect to the
subject matter hereof. This Agreement may be modified or amended only by an
instrument in writing signed by the Company and the Employee. The parties
acknowledge that on the Effective Date contemporaneous with the effectiveness of
this Agreement (i) the 2004 Employment Agreement and the letter agreement dated
April 9, 2004 by and between the Employee and VTC (the "Letter Agreement") shall
automatically terminate, (ii) all rights, obligations and liabilities of VTC,
its subsidiaries and their respective predecessors, on the other hand, and the
Employee, on the other hand, under the 2004 Employment Agreement and the Letter
Agreement shall be automatically extinguished and (iii) the 2004 Employment
Agreement and the Letter Agreement shall become null and void.

      16. COUNTERPARTS. This Agreement may be executed in two or more
counterparts. each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                      11

<PAGE>

      IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first written above.

                             VALOR COMMUNICATIONS GROUP, INC.

                             By: _______________________________________________
                             Title:
                                              ("the Company")

                             ___________________________________________________
                             JOHN J. MUELLER

                                              ("Employee")

<PAGE>

                                                                      EXHIBIT A

                                RELEASE AGREEMENT

      In consideration of receipt of severance payments and benefits as set
forth in Section 7 of the Employment Agreement, dated as of [INSERT DATE OF
CONSUMMATION OF IPO], between Valor Communications Group, Inc. (the "Company")
and John J. Mueller (the "Employment Agreement"), I, John J. Mueller, hereby
release and discharge the Company and each of its subsidiaries and each of their
respective employees, officers, directors, equityholders, and agents
(collectively, "Valor") from, and waive any and all claims, demands, damages,
causes of action or suits (collectively, "Claims") of any kind or nature
whatsoever that I may have had or may now have against any of them (including,
without limitation, any Claims arising out of or related to my employment with
the Company or the termination thereof), whether arising under contract, tort,
statute or otherwise, and whether I know of the claim or not, including, without
limitation, Claims arising under Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act, the Americans with Disabilities Act, the
Equal Pay for Equal Work Act, and any other applicable federal, state or local
statutes, rules, codes, or ordinances. This release does not cover my rights to
the severance payments and benefits provided in Section 7 of the Employment
Agreement subject to any restrictions set forth therein.

      I have not, and shall not hereafter, institute any lawsuit of any kind
whatsoever, or file any complaint or charge, against Valor or any of its former
or present employees, officers, directors, equityholders, agents, subsidiaries,
or affiliates, and any of their successors or assigns, under any federal, state
or local statute, rule, regulation or principle of common law growing out of
events released hereunder. I shall not seek employment or reemployment with
Valor. I acknowledge that I have had at least 21 days to review and consider
this release agreement before accepting it. I have been advised to consult with
an attorney before signing this release agreement.

                                                ________________________________
                                                John J. Mueller

                                                Dated:_________________________

Acknowledged and Agreed as of

_________,___________:

VALOR COMMUNICATIONS GROUP, INC.

By:
   ______________________________
   Name:
   Title:

                                Exhibit A-Page 1

<PAGE>

                                                                       EXHIBIT B

      9.1 COMPETITION

      In the event the Employee's employment is terminated by the Company
pursuant to Section 7.1(d) following a change of control of the Company or a
sale of all or substantially all of the assets of the Company, during the
Initial Restriction Period (as defined below) and the Extended Restriction
Period (as defined below), if applicable, the Employee, in consideration of
compensation to be paid to Employee hereunder, will not directly or indirectly
(as a director, officer, executive employee, manager, consultant, independent
contractor, advisor or other-wise) engage in competition with, or own any
interest in, perform any services for, participate in or be connected with any
business or organization which engages in competition with any of the Companies
in a manner described in Section 9.5 below, provided, however, that the
provisions of this Section 9.1 shall not be deemed to prohibit (A) the
Employee's ownership of not more than two percent (2%) of the total shares of
all classes of stock outstanding of any publicly held company, whether through
direct or indirect stock holdings so long as Employee has no active
participation in such company or (B) any of the current activities permitted by
the second last sentence of Section 3.3.

      9.5 COMPETITIVE ACTIVITIES

      For purposes of this Section 9, a person or entity (including, without
limitation, the Employee) shall be deemed to be a competitor of one or more of
the Companies, or a person or entity (including. without limitation, the
Employee) shall be deemed to be engaging in competition with one or more of the
Companies, if such person or entity conducts, or, to the knowledge of the
Employee, plans to conduct, the Specified Business (as hereinafter defined) as a
significant portion of its business in any of the local telephone exchange
markets served by the Companies. For purposes of this Agreement, "Specified
Business" means (A) providing local telephone service or engaging in business
conducted by the Company at the time of termination of the Employee's employment
with the Company or (B) conducting, operating, carrying out or engaging in the
business of managing any entity described in clause (A).

                               Exhibit B-Page 1