EMPLOYMENT AGREEMENT



                  EMPLOYMENT AGREEMENT, dated as of March 20, 2000, by and

between VALOR TELECOMMUNICATIONS, LLC, a Delaware limited liability company (the

"Company"), and JOHN A. BUTLER (the "Employee").



WHEREAS the Company desires to induce the Employee to enter into employment with

the Company for the period provided in this Agreement, and the 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.



                  (a)      The Company hereby agrees to employ the Employee, and

the Employee hereby agrees to accept such employment with the Company,

commencing on March 20, 2000 (the "Commencement 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

commencement of his employment by the Company on the Commencement 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 Commencement Date and ending on March 20, 2003

(the "Initial Term").



                  (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 Commencement Date until

March 20, 2003 or, in the event that the Employee's employment hereunder is

earlier terminated as provided herein or renewed



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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

Limited Liability Company Agreement 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 Operating Officer of the

Company. 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 President and Chief Operating 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

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