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                                                                   Exhibit 10.10

                       MCI WORLDCOM NETWORK SERVICES, INC.

Confidential Treatment. The portions of this exhibit that have been replaced
with "[*****]" have been filed separately with the Securities and Exchange
Commission and are the subject of an application for confidential treatment.

                                 AMENDMENT NO. 5

         This Amendment No. 5 (the "AMENDMENT NO. 5") is made this 28th day of
May, 2002, by and between Valor Telecommunications Enterprises, L.L.C.
("CUSTOMER") and MCI WORLDCOM Network Services, Inc. ("MCI"), to those certain
Program Enrollment Terms (the "PET"), to that certain Telecommunications
Services Agreement more particularly described as TSA # VTE-001019 (the "TSA"),
made by and between Customer and MCI dated September 30, 2000, including all
prior applicable amendments thereto (the "PRIOR AMENDMENTS"). In the event of
any conflict between the terms of the TSA, the PET, any Prior Amendment or any
applicable Attachment and the terms of this Amendment No. 5, the terms of this
Amendment No. 5 shall control. The TSA along with the PET, the Prior Amendments,
all applicable Attachment(s), and this Amendment. No. 5 shall collectively be
referred to as the "AGREEMENT". Capitalized terms not defined herein shall have
the meaning ascribed to them in other documents referenced herein. All
references to "MCI WorldCom" in the Agreement including any attachments,
schedules or exhibits thereto, will be deemed to refer to "MCI".

         In consideration of good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.       SPECIAL RATE:

         (A)      Notwithstanding anything to the contrary contained in the
         Agreement or the Attachment for CLASSIC SWITCHLESS/END USER DEDICATED
         Services (the "CLASSIC ATTACHMENT"), commencing within ten (10)
         business days following MCI's execution and delivery of this Amendment
         No. 5, with respect to CLASSIC SWITCHLESS 1+ Service and CLASSIC
         SWITCHLESS TOLL FREE Service, Customer will receive the special rate
         shown below. All other rates will be as set forth in the Agreement or
         the Classic Attachment.

                  (i)      CLASSIC SWITCHLESS 1+ Service and CLASSIC SWITCHLESS
         TOLL FREE Service - Customer's Interstate rate for calls within the 48
         contiguous United States will be $[*****] per minute. [NOT SUBJECT TO
         DISCOUNT.]

         (B)      Notwithstanding anything to the contrary contained in the TSA,
         MCI reserves the right to modify the rate described in Subsection (A)
         above (which charge modifications shall not exceed then-current
         generally available MCI charges for comparable services), upon not less
         than thirty (30) calendar days' prior notice to Customer (facsimile
         being acceptable), which notice will state the effective date for the
         charge modification.

2.       OTHER TERMS AND CONDITIONS. Except as specifically amended or modified
         herein, the terms and conditions of the Agreement will remain in full
         force and effect throughout the Service Term and any extensions
         thereof.

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                                     CONFIDENTIAL

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         IN WITNESS WHEREOF, the parties have entered into this Amendment No. 5
on the date first written above.

VALOR TELECOMMUNICATIONS                              MCI WORLDCOM NETWORK
ENTERPRISES, L.L.C.                                   SERVICES, INC.

By: /s/ William F. Kasdorf                            By: /s/ Robert A. Brejcha
    -----------------------------                         ----------------------

       William F. Kasdorf                                   Robert A. Brejcha
    -----------------------------                         ----------------------
          (Print Name)                                         (Print Name)

Senior Vice President - Sales and Marketing                   Vice President
-------------------------------------------               ----------------------
              (Title)                                             (Title)

           May 28, 2002                                           6/3/02
    -----------------------------                         ----------------------
              (Date)                                              (Date)

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                                     CONFIDENTIAL