AGREEMENT

Collective Bargaining Agreement

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VALOR COMMUNICATIONS GROUP INC | Valor Telecommunications of Texas, LP,

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Title: AGREEMENT
Date: 8/12/2005

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EXHIBIT 10.2

TABLE OF CONTENTS

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PAGE

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ARTICLE 1 - RECOGNITION 4

ARTICLE 2 - NONDISCRIMINATION 4

ARTICLE 3 - UNION SECURITY 5

ARTICLE 4 - PAYROLL DEDUCTION OF DUES 5

ARTICLE 5 - MANAGEMENT RIGHTS 6

ARTICLE 6 - BARGAINING AND CONTRACT ADMINISTRATION 7

ARTICLE 7 - RESPONSIBLE UNION - COMPANY RELATIONSHIP 7

ARTICLE 8 - UNION ACTIVITY AND LEAVES 9

ARTICLE 9 - GRIEVANCE PROCEDURE 12

ARTICLE 10 - ARBITRATION OF GRIEVANCES 14

ARTICLE 11 - DISCIPLINE AND PERSONNEL RECORDS 16

ARTICLE 12 - EMPLOYEE CLASSIFICATIONS 16

ARTICLE 13 - SENIORITY 17

ARTICLE 14 - NET CREDITED SERVICE 18

ARTICLE 15 - WAGES 20

ARTICLE 16 - DIFFERENTIALS AND OVERTIME 21

ARTICLE 17 - WORK SCHEDULES AND TOURS 24

ARTICLE 18 - HOLIDAYS 25

ARTICLE 19 - VACATIONS 29

ARTICLE 20 - WORKING PRACTICES 33

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ARTICLE 21 - SAFETY PRACTICES 35

ARTICLE 22 - TOOLS AND EQUIPMENT 36

ARTICLE 23 - JOB TITLES OF EMPLOYEES AND 37

CHANGES IN ASSIGNMENT

ARTICLE 24 - JOB TRANSFER PROCEDURE 40

ARTICLE 25 - BOARD AND LODGING 42

ARTICLE 26 - FORCE ADJUSTMENT 47

ARTICLE 27 - ABSENCE FROM DUTY 54

ARTICLE 28 - TERMINATION ALLOWANCE 57

ARTICLE 29 - PENSIONS 59

ARTICLE 30 - CONTRACT LABOR 59

ARTICLE 31 - GROUP INSURANCE 60

ARTICLE 32 - ILLNESS TREATMENT 62

ARTICLE 33 - MILITARY LEAVE AGREEMENT 68

ARTICLE 34 - DEFINITIONS 69

ARTICLE 35 - CONTENTS AND VALIDATION 74

ARTICLE 36 - DURATION 74

APPENDIX A - EXCHANGES 75

APPENDIX B - WAGE SCHEDULE GUIDE 78

WAGE SCHEDULES 79

APPENDIX C - DUES DEDUCTION AUTHORIZATION CARD 81

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MEMORANDUMS OF AGREEMENT

ARBITRATION PROCEDURE 83

BUSINESS ATTIRE 85

CALL CENTER COMMITTEE 87

COMMON INTEREST FORUM (CIF) 88

COMPREHENSIVE MEDICAL PLAN 89

CONTRACT LABOR REPORTING 91

DRUG & ALCOHOL POLICY 93

ELECTRONIC DATA GATHERING 94

FAMILY AND MEDICAL LEAVES OF ABSENCE (FMLA) 96

FLEXIBLE SPENDING ACCOUNTS 99

FORCE ADJUSTMENT BOUNDARIES 100

ATTACHMENT A 101

FORCE ADJUSTMENT BUMPING RESTRICTIONS 102

FOUR-DAY WORKWEEK 104

HOME DISPATCH 107

HOURLY EMPLOYEES' PENSIONS 109

VALOR TELECOMMUNICATIONS SOUTHWEST, LLC SAVINGS PLAN 111

INCOME SECURITY PLAN 113

LONG TERM DISABILITY 116

LUMP SUM PAYMENT OPTION 119

NEUTRALITY AND CONSENT ELECTION 120

NON-PRECEDENT SETTING AGREEMENT 127

ON-CALL PREMIUM PAY 128

OVERTIME 129

PART-TIME EMPLOYEE USAGE 131

PERSONAL LINES OF INSURANCE 132

RELOCATION ALLOWANCES 133

RETAIL SALES INCENTIVE COMPENSATION PLAN 135

RETIREE LIFE INSURANCE 136

RETIREE MEDICAL HEALTH BENEFITS 137

SALES INTIATIVES PROGRAM 140

TEAM PERFORMANCE AWARD 142

TELEPHONE CONCESSION 147

TUITION REIMBURSEMENT PLAN 148

WAGES 150

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AGREEMENT

This Agreement is made as of March 1, 2005, by and between Valor

Telecommunications of Texas, LP, or their successors, hereinafter referred to as

the "Company" or "Management" and the Communications Workers of America,

hereinafter referred to as the "Union," and the employees of the Company in the

Bargaining Unit.

ARTICLE 1

UNION RECOGNITION

1.1 The Company recognizes the Union as the exclusive collective bargaining

agency for all non-supervisory, nonprofessional, and non-administrative

employees within the Company with the exception of: (a) secretaries or

clerical employees who handle confidential personnel information and who

report directly to Company Officers, Directors, Division Vice President,

and Department Managers; and (b) any and all employees located in

Company's Headquarters Building in Irving, Texas, or subsequent location.

The Company agrees that to the extent employees who perform work currently

recognized as bargaining unit work are in the future assigned to work in

the Company headquarters, such employees shall be included within the

bargaining unit.

1.2 This Agreement recognizes the Union's right to sole and exclusive

representation for collective bargaining purposes of the eligible

employees of the Company as limited by the Labor Management Relations Act

of 1947 and concerning wages, hours, working conditions and other

conditions of employment.

1.3 The Company and the Union agree that during the term of this Agreement

there shall be no lock-outs. The Union and the Company agree that during

the same period, neither the Union nor its agents will authorize,

instigate, aid, condone, or engage in work stoppage, slow down or strike.

In the event any such work stoppage, slow down or strike or threat thereof

should occur, the Union and its officers will do everything within their

power to end or avert the same.

ARTICLE 2

NON-DISCRIMINATION

Both parties reaffirm their intention that the provisions of this Agreement will

continue to be applied without discrimination because of race, color, age,

religion, national

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origin, sex, mental or physical disability or veteran status of the employee.

Nothing in this Agreement or the parties' Memorandum of Understanding shall be

applied or interpreted to restrict either party from taking whatever action it

deems appropriate to comply with applicable disability non-discrimination

statutes.

ARTICLE 3

UNION SECURITY

3.1 The Company agrees to keep in its employ only members in good standing

with the Union. For the purpose of this section, tender of the initiation

fee on or immediately following the thirtieth (30th) day of employment or

the effective date of this Agreement, whichever is later, and tender of

the periodic dues uniformly required as a condition of acquiring and

retaining membership, shall constitute membership in good standing in the

Union.

3.2 The provisions of this Article shall not apply to any employee in any

State in which the application of such provision would be inconsistent

with the law of such State.

3.3 The Company may inform employees and applicants for employment of their

rights and obligations under the provisions of this Article.

ARTICLE 4

PAYROLL DEDUCTION OF DUES

4.1 The Company agrees that, upon receipt of a written request for deduction

of Union membership dues signed by an employee, it will deduct from such

employee's wages the amount specified in such request and transmit the sum

so deducted, along with a list of all eligible employees in the Bargaining

Unit designating for whom such deduction has been made, to the

Secretary-Treasurer of the Union subject to all conditions contained in

the Dues Deduction Authorization Card, designated as Appendix "C", a copy

of which is a part of this Agreement. The list referred to above, shall

set forth each employee's social security number, mailing address,

employee number, work location, title, and wage rate.

4.2 An authorization by an employee for deduction of Union dues may be revoked

by means of an individual written notice to the Company and the Local

Union sent by the employee by Registered or Certified Mail, Return Receipt

Requested. Such notice of revocation must be postmarked during the

fourteen (14) day period prior to each anniversary date of the current

collective bargaining agreement.

4.3 It shall be the responsibility of the Secretary-Treasurer of the Union to

certify

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to the Company, in writing, the amount of the periodic Union membership

dues uniformly required by each Local and that such amount was duly

established in accordance with the Union's Constitution and the Bylaws of

such Local.

4.4 The Union membership dues will be deducted from the pay earned during the

first payroll period ending in each calendar month, provided there is

sufficient pay available after other deductions are made in accordance

with the established priority of deductions. If there is insufficient pay

earned in the first payroll period from which to make such deduction, it

will be deducted from subsequent payroll periods closing with the same

calendar month.

4.5 The Company agrees to furnish the appropriate National Vice President of

the Union, each month, with the names of all new eligible employees

employed within the collective bargaining unit during the preceding month.

The notification shall state the employee's name, residence address, and

work location.

4.6 No charge shall be made to the Company for the cost incurred in carrying

out this undertaking and in furnishing the service and information

described in Paragraphs 4.1 and 4.5 of this Article.

4.7 The Union agrees to indemnify the Company and hold it harmless from all

claims, damages, costs, fees or charges of any kind, except as provided in

Paragraph 4.6 above, which may arise out of the honoring by the Company of

dues deductions authorizations in accordance with the provisions of this

Article and the transmitting of such deducted dues to the Union, or the

Union Security provisions set forth in Article 3 of this Agreement.

ARTICLE 5

MANAGEMENT RIGHTS

5.1 This Agreement shall not limit the Company in the exercise of any of the

generally recognized customary rights of management to hire new employees,

to discharge for cause, to promote, demote, transfer and lay off in

accordance with the provisions of this Agreement, to establish work

schedules and hours of work; to use improved methods, materials or

equipment; to determine work assignments and tours; to develop and

administer work standards and performance requirements; to be the sole

judge of the quality and acceptability of Communications services rendered

to the public; and to discipline for violation of Company rules. All other

customary management rights shall be reserved solely by the Company.

5.2 The Company shall determine the size of the work force for all departments

and shall make such adjustments in the size of the work force as are

necessary to insure a profitable operation of the Company.

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ARTICLE 6

BARGAINING AND CONTRACT ADMINISTRATION

6.1 Meetings between the Union and the Company for the purpose of collective

bargaining and for the adjustment of grievances shall be conducted by and

between the duly authorized representatives of the Union and the Company

upon request and reasonable notice at such times and places as may best

suit the convenience of the parties.

6.2 The Company agrees to designate appropriate Management representatives to

meet and deal with appropriate designated representatives of the Union.

6.3 The Union and the Company agree to provide each other with the current

lists of the authorized representatives and officers qualified to

represent the respective parties.

6.4 The Company and the Union agree not to change, add to, or delete from the

titles and wage rates listed in Exhibit B during the term of this

Agreement, except as provided by the following:

a. The Company shall have the right in its discretion to establish new

job titles or revise existing job titles to maintain efficient

operations. The Company will provide to the Union a job description

for the new title and the wage rate.

b. If the Union is dissatisfied with the wage rate, it may request

negotiations within twenty (20) days of the receipt of the job

description.

c. If the Company and Union cannot agree in negotiations, disputes over

the wage rate of the new or revised job title may be referred to the

grievance and arbitration procedure.

6.5 The Company shall pay the Group Health, Dental and Life Insurance

premiums, equal to that amount normally paid for regular full-time

employees, for up to four (4) Company employees of the Union Negotiating

Committee for the month prior and the portion of the month up to and

including the expiration date of the labor agreement.

ARTICLE 7

RESPONSIBLE UNION-COMPANY RELATIONSHIP

7.1 The Company and the Union recognize that it is in the best interest of

both parties, the employees, and the public, that in the interest of

efficiency,

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productivity, and amiable labor relations, all dealings between them

continue to be characterized by mutual responsibility and respect. To

insure that this relationship continues and improves, the Company and the

Union will apply the terms of the Agreement in accordance with the

bargained for intent and meaning and consistent with the Union's status as

exclusive bargaining representative of all employees in the unit.

7.2 The parties also recognize that their mutual long-term success in the face

of increased competition in the communications industry will be dependent

on the provision of high quality products and services, as well as

increased sensitivity at all levels to competitive activity and to

customer needs, expectations and perceptions. Both parties agree in

principle that these challenges require increased individual and

collective emphasis on involvement, teamwork, innovation, pride and

commitment to quality. The parties will endeavor to support and promote

the acceptance of these principles by all employees at all levels.

7.3 It is mutually recognized that the preceding paragraphs 7.1 and 7.2 are

but a statement of broad principle and as such are exempt from the

provisions of Article 9.

7.4 The Company will not interfere with the Union. The Company agrees not to

coerce or interfere with any employee with the object of restraining

membership in the Union nor to discriminate in any way against employees

because of membership in the Union.

7.5 The Company, its officers and supervisors shall not interfere with the

rights of employees to become and remain members of the Union and shall

not in any manner, directly or indirectly, discriminate against, interfere

with, coerce, restrain, discharge, demote, transfer, or discipline any

employee by reason of his or her membership or non-membership in the

Union.

7.6 The Union, its officer, stewards and members shall not in any matter,

directly or indirectly, discriminate against, interfere with, coerce or

restrain any employee by reason of his or her membership or non-membership

in the Union.

7.7 Company to Furnish List of Employees to Union. Company agrees to furnish

to the Union, on or before December 1, a list of all employees within the

designated bargaining unit showing name, employee number, work location,

job title, and seniority date.

7.8 A Management representative shall advise all employees entering the work

group of the names of all authorized Union representatives in the work

group and shall introduce the employees to the appropriate Union

representative in the work group.

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7.9 List of Union Representatives. The Union agrees to furnish and maintain a

current list of its Union Representatives. Such list shall be given to the

Director of Labor Relations of the Company.

ARTICLE 8

UNION ACTIVITY AND LEAVES

8.1 Local Union representatives or members may solicit members and carry on

similar Union activity outside of working periods, in their own offices,

in space where no Company operations, customer contact activities, or

administrative work is performed. Any such activity shall be carried on in

such a manner as not to interfere with the rights of an individual

employee.

8.2 Union activities may be carried on by local Union representatives at

locations specified by the State or District manager. Reasonable notice

shall be furnished by the Union to Management requesting use of such

locations.

8.3 Employees elected or selected to full-time positions in the International

or Local Union which take them from their employment with the Company,

shall, upon written request to the Company, each receive leaves of absence

for periods of twelve (12) months, the sum total of which shall not exceed

fifteen (15) years. Upon return they shall be reemployed at work generally

similar to that which they did last prior to their leaving. Employees who

return shall be assigned to the same position on the wage schedule where

they were working at the time their leave of absence commenced.

a. A request for leave of absence for Union business shall be in

writing from the Union and shall be furnished to the Company at

least thirty (30) calendar days in advance of the original request

for leave. At least fifteen (15) calendar days notice shall be

furnished to the Company in writing in advance of each subsequent

twelve (12) months' leave.

b. Not more than four (4) such employees shall be granted a leave of

absence for Union business at a time.

c. Employees who are allowed a leave of absence for Union business

shall take such leave without prejudice to their job rights and

credited service.

d. Sick benefit credits and wage progression credits will not

accumulate while an employee is on leave of absence for Union

business. Changes in the basic hourly rate for the employee's wage

step will be recognized for the purpose of pension calculations.

e. Pension credits and full wage credit for pension purposes will

accumulate to employees while on leave of absence for Union

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business.

f. Employees who do not return to work as specified in their request

for leave of absence shall be considered to have automatically

terminated their employment effective on the date when the leave of

absence started.

8.4 Incidental leaves of absence for Union duties. Employees of the Company

who are officers of the Union Local, not to exceed four (4) in number, may

upon fifteen (15) days' written notice to the Company be granted

incidental leave of absence without pay in accordance with the following,

provided service requirements will permit:

a. A leave of absence shall be for not less than a period of thirty

(30) days or more than sixty (60) days, and must run continuously.

b. Any such leave of absence shall not prejudice an employee's job

rights nor shall the period of such leave be deducted from an

employee's credited service or cause a break in such service.

c. Any portion of such leave of absence over thirty (30) days shall not

be counted for wage progression purposes.

d. If the Union shall request an extension of such leave of absence,

such an extension shall be considered under the terms of Paragraph

8.3 (including subsections).

8.5 Employees of the Company who are officers or designated representatives of

the Union shall, upon reasonable notice to the employee's immediate

supervisor, be allowed to take time off without pay up to and including

forty (40) scheduled working days per contract year, provided, however,

that no more than ten (10) scheduled working days of time off granted

under that section shall run consecutively.

a. The Company and Union agree to meet and discuss individual cases

where an employee requests to exceed the time limit specified in

paragraph 8.5. The Company agrees to take into consideration any

extenuating circumstances presented by the employee before

determining whether to grant the request.

b. Grievances filed under paragraph 8.5 a. are excluded from the

provisions of Article 10.

8.6 Reasonable notice shall be forty-eight (48) hours. Time off, as described

in Paragraph 8.5 herewith, may be granted with less than forty-eight (48)

hours' notice by the employee's immediate supervisor in case of emergency

if the

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service requirements permit. It is understood and agreed that in those

cases where the Union Representative has knowledge of the need to be off

in advance of forty-eight (48) hours, it is incumbent upon such

Representative to give the immediate supervisor as much advance notice as

possible.

8.7 If the Union shall request an extension of time off for Union business,

such an extension shall be considered under the terms of Paragraph 8.3 and

8.4 of this Article.

8.8 Employees from the Divisions will be allowed time off for Union duties on

the basis of the total number of employees within the same job title on

duty at any given time, within the Headquarters area of the Operations

Center, or Division Office. At one time or during any portion of the same

period, the following will apply:

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NUMBER OF EMPLOYEES WITHIN THE LOCATION BY

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TITLE NUMBER EXCUSED

1-10 1

11-25 2

26-40 3

41-65 4

66-100 5

Over 100 6

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For Union convention purposes, each year the Union may submit a list of

representatives not to exceed forty (40) in number per year for whom time

off is desired. Such list must be submitted at least ten (10) working days

prior to the beginning date of the absence. If service requirements

permit, such time off without pay not to exceed three (3) scheduled

working days not to include Saturday and Sunday for each employee shall be

granted. This time off shall be deducted from the forty (40) days

allowable as covered under Paragraph 8.5.

8.9 This section shall not apply to any joint Union-Management meeting.

8.10 The Union shall have the use of Company bulletin boards for the posting of

material necessary to the conduct of its affairs or space shall be

provided by the Company for Union bulletin boards to be erected by the

Union.

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ARTICLE 9

GRIEVANCE PROCEDURE

9.1 The Company and the Union agree it shall be the objective to settle

grievances promptly and at the lowest step possible. If an agreement is

reached between the parties, either formally or informally at any step

below the second step, it shall be considered non-precedent setting and

non-referable.

9.2 Grievances involving discharge, demotion or disciplinary suspensions shall

be filed within ten (10) calendar days. All other issues should involve an

informal resolution meeting between the supervisor and the employee. The

meeting should take place as soon as possible from the time the employee

made the request. The employee should be advised that union representation

will be made available if desired. If a resolution is reached without the

union present, the supervisor shall notify the local union representative

of the agreed to resolution. If a resolution is not reached in the

informal meeting, a grievance may be filed.

STEP 1

Grievances shall be presented in writing to the immediate supervisor

within thirty (30) calendar days following the occurrence of the act or

incident giving rise to the grievance, or within thirty (30) calendar days

following the date upon which the facts of the grievance first became

known. Within ten (10) calendar days of receipt of the written grievance,

unless otherwise mutually agreed upon, the supervisor and the authorized

Union representative shall meet to resolve the grievance. The written

grievance shall set forth:

a. The name(s) of the employee(s) aggrieved.

b. The nature of the grievance. (A brief description of the

circumstances out of which it arose.)

c. The section(s) of this Agreement, if any, relied upon or claimed to

have been violated.

d. The remedy or correction desired.

The Company shall give its decision in writing to the Union within seven

(7) calendar days following the conclusion of the Step 1 meeting(s). It

shall be the objective of both the Company and the Union to settle

grievances at the first step to the greatest extent possible.

STEP 2

If the Union is not satisfied with the Company's decision at Step 1, the

Union

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may appeal the grievance to Step 2 within fifteen (15) calendar days

following the Union's receipt of the Company's Step 1 written decision.

The authorized Union representative and the Director, Labor Relations or

authorized Company representative shall meet within thirty (30) calendar

days of such appeal. The grievant may only be present for grievances

involving suspension or termination, unless otherwise agreed to between

the parties. Both parties shall attempt to resolve the matter, and the

Company shall give its written decision to the Union within fifteen (15)

calendar days following the Step 2 meeting(s).

9.3 If the Union is not satisfied with the final decision of the Company at

Step 2, the Union may submit the matter to binding arbitration under the

provisions of Article Ten (10), Arbitration, of this Agreement.

9.4 The Management and the Union agree to assist each other in the

investigation of the circumstances surrounding and related to any

grievance. The Management agrees that once a grievance has been referred

to the Union, no representative of Management will discuss the matter with

the grievant(s) without notification to an appropriate representative of

the Union, and a reasonable opportunity for the Union representative to be

present at the grievances.

9.5 Time limits specified in this Article shall be adhered to. Failure of

either party to abide by the time limits shall result in a default of the

grievance to the other party, which may be advanced to the next step of

the grievance and arbitration procedure, if the Union so desires. The

parties may extend said time limits by mutual agreement.

9.6 It is agreed that neither the Company nor its representatives, nor the

Union, its locals, representatives or members, will attempt by means other

than the grievance procedure to bring about the settlement of any issue

which is properly a subject for disposition through the grievance or

arbitration procedure.

9.7 The Company and the Union agree that the provisions of Article 6,

Paragraph 6.1 concerning meetings and representatives shall apply in all

respects, except as modified specifically in this Article.

9.8 Pay Treatment for the Handling of Grievances at the first step. Local

Management will arrange at times consistent with service requirements to

meet with employees who are authorized local Union representatives to

discuss for a reasonable period of time the grievance of that local

organization. The above time for the local Union representative, as well

as the employee or employees having the grievance, if spent during their

scheduled working hours shall be without loss of pay at straight time

provided that not more than three (3) employees nor less than two (2)

employees where

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practicable, including local Union representatives, shall be eligible for

the above pay treatment. Where mutually agreeable, more than three (3)

employees may be authorized without loss of pay.

9.9 Pay Treatment for the Handling of Grievances at the second step. Employees

who are authorized Union representatives will be permitted to confer with

Management during their scheduled working hours without loss of pay (at

straight time) for the purpose of reviewing grievances. Such paid time

shall be restricted to the time actually spent in meetings with Management

and shall exclude travel time and preparation time. The number of Union

representatives attending such meetings without loss of pay shall be

limited to those authorized Union representatives required for the

particular meetings and shall in no case exceed two (2).

9.10 The time spent in attendance at the meetings, listed in 9.7, 9.8, and 9.9

above, shall be without loss of pay only if such meetings are held during

such employee's scheduled working hours or with prior approval if the

appropriate Company representative is not available during the employee's

scheduled working hours. Such paid time shall be considered as time worked

in computing any overtime payments to which the employees may become

entitled.

ARTICLE 10

ARBITRATION OF GRIEVANCES

10.1 A grievance which has not been satisfactorily settled after it has been

presented in writing and processed completely through the grievance

procedure contained in this Article may be submitted to arbitration by the

Union notifying the Company in writing within sixty (60) days and the

American Arbitration Association within ninety (90) days from the date of

the Company answer at the third step (or the date of the default by the

Company) provided the grievance concerns:

a. The interpretation, application or alleged violation of the terms of

this Agreement;

b. The discharge, suspension, demotion or materially disciplining of

any employee having more than one (1) year's net credited service

with the Company.

10.2 In the event that either party to this Agreement elects to submit an

arbitrable grievance to arbitration, the parties agree that the matter

shall be so submitted and agree that such submission shall be to a single

arbitrator.

10.3 The arbitrator shall be designated by the American Arbitration Association

in accordance with the then existing rules and procedures of the

Association.

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a. The arbitration shall be conducted under the then existing rules of

the Association.

10.4 The arbitrator shall be confined to the subjects submitted for decision

and may in no event as a part of any such decision impose upon either

party any obligation to arbitrate any subjects which have not been agreed

upon as subjects for arbitration, nor may the arbitrator as a part of any

such decision effect reformation of this Agreement or otherwise alter any

of its provisions.

a. In rendering the decision, the arbitrator shall be confined to the

specific issue, and to the matters set forth in 10.1a and 10.1b of

this Article as may be appropriate.

b. The arbitrator shall not possess authority to assess damage or

punitive payments against either party to the other.

c. The arbitrator shall have authority to include in the order an award

for money restitution to any employee, or employee when improper

payment, or failure to make proper payments is a point at issue in

the specific complaint. In making any such award for restitution,

however, the arbitrator will follow the "make whole" concept,