<PAGE>

                                                                   EXHIBIT 10.49

                         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 A.
Butler (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
Executive Vice President and Chief Financial Officer pursuant to an Employment
Agreement dated March 20, 2000 between the Employee and VTC (the "2000
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 Executive Vice President and Chief Financial 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; Effective Date.

      (a)   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.

      (b)   Except as previously disclosed to the Company in writing by the
Employee, the Employee affirms and represents that as of the Effective Date, he
will be under no 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 employment of the
Employee by the Company or the Employee's undertakings under this Agreement.

2.    Term of Employment.

      (a)   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").

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      (b)   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 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(b), such shorter or
longer period, as the case may be, is hereinafter called the "Employment Term".

3.    Duties. The Employee shall be employed as Executive Vice President and
      Chief Financial Officer of the Company, shall faithfully perform and
      discharge such duties as inhere in the position of Executive Vice
      President and Chief Financial Officer of the Company and as may be
      specified in the Certificate of Incorporation or Bylaws 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 to the President and
      Chief Executive Officer of the Company. The Employee shall perform his
      duties principally at offices of the Company in Irving, Texas, with such
      travel to such other locations from time to time as the President and
      Chief Executive Officer may reasonably prescribe. 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, 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 participate as a director or advisor to
      one or more associations, businesses or community or charitable
      organizations in the Dallas/Ft. Worth area, so long as such activity does
      not (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.

      (a)   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 the Employee a base salary at the annual rate of Three
Hundred Fifteen Thousand Dollars ($315,000) (said amount, together with any
increases thereto as may be determined from time to time no less frequently than
annually by 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.

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      (b)   Bonus. The Employee shall be eligible to receive bonus compensation
from the Company (i) in respect of each fiscal year (or portion thereof)
occurring during the Employment Term (each an "Annual Bonus") in an amount
targeted at 50% of his Salary 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 (ii) in an amount equal
to (A) $100,000 upon the consummation of the IPO, (B) $200,000 on January 1,
2006 and (C) $200,000 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.

      (c)   Payments Generally. Any payments or benefits required to be made or
provided hereunder by the Company may be provided either by the Company or any
of its subsidiaries.

5.    Other Benefits; Equity Interests.

      (a)   General. During the Employment Term, the Employee shall:

            (i)   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;

            (ii)  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 time to time;

            (iii) be entitled to the number of paid time off days in each
calendar year determined by the Company from time to time for its senior
executive officers, provided that such number of paid time off days in each
calendar year shall not be less than twenty-five (25) work days, and the
Employee shall also be entitled to all paid holidays given by the Company to its
senior executive officers;

            (iv)  be entitled to short term disability benefits in accordance
with any Company policy that may be applicable to senior executive employees
from time to time; and

            (v)   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.

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      (b)   The Company will obtain for the benefit of the Employee (i) term
life insurance coverage providing $1,000,000 in death benefits to beneficiaries
designated by the Employee and (ii) long-term disability insurance coverage
providing the Employee with long-term disability benefits equal to 66 2/3% 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 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.

      (c)   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 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:

      (a)   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 paragraph (a) 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

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Companies or (z) that was in the possession of the Employee prior to disclosure
by the Companies.

      (b)   The Employee shall not disclose, use or make known for his or
another's benefit any Confidential Information or use such Confidential
Information in any way except as is in the best interests of the Companies in
the performance of the Employee's duties under this Agreement. 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.

      (c)   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.

      (d)   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).

      (e)   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.

      (f)   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.

      (a)   The Employee's employment hereunder shall be terminated upon the
occurrence of any of the following:

            (i)   death of the Employee;

            (ii)  the Employee's inability to perform his duties on account of
disability or incapacity for a period of one hundred eighty (180) or more days,
whether or not consecutive, within any period of twelve (12) consecutive months;

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

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<PAGE>

            (iv)  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 (i), (ii) or (iii) above;

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

            (vi)  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 (iii)
above: (A) gross negligence by the Employee in the performance of, or willful
disregard by the Employee of, his obligations under this Agreement that results
in material damage to the business of one or more of the Companies, (B) willful
failure by the Employee to obey the reasonable and lawful orders and policies of
the Board of Directors that are consistent with the provisions of this Agreement
(in the case of clause (A) and this clause (B), which gross negligence, willful
disregard or willful failure (and the consequences thereof) continue unremedied
for a period of fifteen (15) days after written notice thereof to the Employee),
(C) embezzlement or misappropriation by the Employee of Company funds or
property, (D) a willful and knowing violation of Section 6 or Section 9 hereof
or (E) conviction of a crime (or entry of a plea of no contest with respect
thereto) that results in material damage to the business of one or more of the
Companies.

      For purposes of this Agreement, "Good Reason" means (1) any material
breach by the Company of its obligations under this Agreement or (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 Certificate of
Incorporation and Bylaws, such breach or diminution shall continue unremedied
for a period of fifteen (15) days after written notice thereof to the Company.

      (b)   In the event that the Employee's employment is terminated by the
Company pursuant to clause (iv) of Section 7(a) above, or by the Employee
pursuant to clause (v) of said Section 7(a), whether during the Initial Term or
during any Renewal Term pursuant to Section 2(b) above, then the Company,
subject to (A) Section 7(d) and (B) execution by the Employee of a release
substantially in the form of Exhibit A attached hereto, and in partial
consideration of the Employee's continuing obligations hereunder after such
termination, (i) shall 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, with respect to such fiscal year if the Company's plan for
such fiscal year is achieved, a pro rata portion of any Annual Bonus payable
with respect to such fiscal year corresponding to the portion of such fiscal
year during which the Employee was employed by the Company (such pro rata Annual
Bonus to be payable within thirty days after the close of such fiscal year) and
(ii) shall continue to provide the Employee with life insurance and medical and
health insurance coverage 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

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(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.

      (c)   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(b) above, the Company (and its 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 (v)
of Section 5(a) above.

      (d)   If following termination of his employment which has given rise to a
payment obligation under Section 7(b) the Employee violates either Section 6 or
Section 9, in addition to any other rights or remedies available to it of this
Agreement, the Company shall no longer have any obligations under Section 7(b)
above.

      (e)   No interest shall accrue on or be paid with respect to any portion
of any payments hereunder.

8.    Non-Assignability.

      (a)   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(a) shall preclude 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.

      (b)   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.

      (a)   Competition. During the Employment Term and during the twelve (12)
month period following the end of the Employment Term for any reason, 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 otherwise) 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

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competition with any of the Companies as described in Section 9(d), provided,
however, that the provisions of this Section 9(a) 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,
or ownership, 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 last sentence of Section 3.

      (b)   Non-Solicitation. During the Employment Term and during the twelve
(12) month period following the end of the Employment Term for any reason
whatsoever (or, if later, the twelve (12) month period following termination of
the Employee's employment with the Company), 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.

      (c)   Non-Interference. During the Employment Term and during the twelve
(12) month period following the end of the Employment Term for any reason, 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).

      (d)   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 plans to
conduct 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.

      (e)   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 provisions of Sections 6, 9, 10 and 12 and
obligations of the parties thereunder shall survive the expiration or
termination of this Agreement.

      (f)   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

                                       8

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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 including, in the case of the Company, any
      successor (whether direct or indirect, by purchase, merger, consolidation
      or otherwise) to all or substantially all of the business and/or assets of
      the Company.

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 waive, to the fullest extent 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.

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15.   Entire Agreement; Modifications. Unless otherwise specified, this
      Agreement constitutes the entire and final expression of the agreement of
      the Company and the Employee 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 2000
      Employment Agreement, (ii) all rights, obligations and liabilities of VTC,
      its subsidiaries and their respective predecessors, on the one hand, and
      the Employee, on the other hand, under the 2000 Employment Agreement shall
      be automatically extinguished and (iii) the 2000 Employment 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.

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      IN WITNESS WHEREOF, the Company and the Employee have duly executed and
delivered this Agreement as of the day and year first above written.

                              VALOR COMMUNICATIONS GROUP, INC.

                              By:_______________________________________________
                                  Name:  John J. Mueller
                                  Title:  President and Chief Executive Officer

                              __________________________________________________
                              Employee

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                                    EXHIBIT A

                                RELEASE AGREEMENT

      In consideration of receipt of severance payments and benefits as set
forth in Section 7 of the Amended and Restated Employment Agreement, dated as of
[INSERT DATE OF CONSUMMATION OF IPO], among Valor Communications Group, Inc.
(the "Company"), Valor Telecommunications, LLC and John A. Butler (the
"Employment Agreement"), I, John A. Butler, 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 Valor 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 A. Butler

                                                     Dated:_____________________

Acknowledged and Agreed as of
________,_________;

VALOR COMMUNICATIONS GROUP, INC.

By: _____________________
    Name:
    Title:

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