FORM OF CONSULTING AGREEMENT

This Consulting Agreement (“ Agreement ”), dated as of __________, 2009, is by and between Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “ Company ”), and Roy H. Chestnutt (“ Chestnutt ”).  In the event the Transaction (as defined herein) is not consummated, this Agreement shall be null and void.

WHEREAS , this Agreement shall become effective contemporaneously with the consummation of the Transaction (the “ Effective Time ”); the transactions contemplated by the Recapitalization Agreement dated as of August 27, 2009, by and among ABRY Partners VI, L.P., Grande Communications Networks, Inc., Grande Communications Holdings, Inc., ABRY Partners, LLC, Grande Investment L.P., and Grande Parent LLC are referred to as the “ Transaction ”;

WHEREAS , Chestnutt has served as Chief Executive Officer of Grande Communications Networks, Inc., pursuant to the terms of an Employment Agreement, effective as of December 31, 2005, as amended (the “ Employment Agreement ”);

WHEREAS , the Company will terminate Chestnutt’s employment relationship at the Effective Time;

WHEREAS , after termination of such employment relationship, the Company desires to engage the service of Chestnutt as a consultant and Chestnutt desires to accept such engagement upon the terms and conditions hereinafter set forth; and

NOW, THEREFORE , in consideration of the foregoing premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.             Termination and Consulting Services .

(a)            The Company and Chestnutt acknowledge and agree that Chestnutt’s employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) at the Effective Time pursuant to Section 10(b)(2) of the Employment Agreement.  As a result, the Company acknowledges and agrees that upon the Effective Time it will be obligated to commence Severance Pay and Benefit Continuation (as such terms are defined in the Employment Agreement) to Chestnutt pursuant to Section 10(b)(5) of the Employment Agreement.

(b)            From the day following the Effective Time until the 180th day following the Effective Time (such 180th day, the “ Consulting End Date ”, and such period, the “ Consulting Services Period ”), Chestnutt shall render such consulting services (the “ Services ”) to the Company as may reasonably be requested by the Company from time to time.  Notwithstanding anything to the contrary in this Agreement, the parties intend that the average level of bona fide services to be provided by Chestnutt during the Consulting Services Period shall be equal to or less than 20% of the average level of the bona fide services provided by Chestnutt during the 36-month period immediately preceding the Effective Time.  Chestnutt shall not incur any travel or other expenses in performing the Services unless approved in advance by the Chief Executive Officer of the Company.  Chestnutt may engage in other services, employment or occupation during the Consulting Services Period as long as such services, employment or occupation are not contrary to the provisions of this Agreement and do not materially interfere with his duties and obligations hereunder.  Chestnutt shall comply with all applicable laws in providing Services and shall provide such Services in accordance with industry standards.

2.             Payment .  As consideration for the provision of the Services in accordance with this Agreement, a lump sum of $112,500 (less payroll taxes and other applicable withholdings and deductions) (the “ Consulting Bonus ”) will be payable to Chestnutt in accordance with and subject to the terms and conditions of this Section 2 .  Payment of the Consulting Bonus under this Section 2 is subject to execution and delivery of a release executed by Chestnutt on or after the Consulting End Date on a form prepared by the Company (the “ Release ”). The Consulting Bonus will be paid to Chestnutt in a single payment within ten (10) business days following the eighth (8th) day after Chestnutt signs and delivers the Release; provided that if Chestnutt revokes the Release within such eight (8) day period or does not execute and deliver the Release to the Company within thirty (30) business days after the Consulting End Date, Chestnutt will not be entitled to any Consulting Bonus under this Agreement.  Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to make any payment under this Agreement if (1) Chestnutt is in material breach of Section 11 of the Employment Agreement; (2) the Company terminates this Agreement for Cause, or (3) Chestnutt is no longer available to perform Services prior to the Consulting End Date due to his death or Disability.  For purposes of this Agreement, “ Cause ” shall mean (i) the commission by Chestnutt of a felony or a crime involving moral turpitude or the commission of any other act involving dishonesty, disloyalty or fraud, (ii) conduct by Chestnutt tending to bring the Company into substantial public disgrace or disrepute, (iii) failure of Chestnutt to perform (in any material respect) his obligations under this Agreement or the reasonable directives of the Chief Executive Officer or the Board, provided, that the Chief Executive Officer or the Board shall give Chestnutt notice of such failure and Chestnutt shall have thirty (30) days to cure such failure, which if such failure is not cured during said thirty (30) day period, the Company shall have the immediate right to terminate the Services under this Agreement; (iv) gross negligence or willful misconduct by Chestnutt in providing the Services; or (v) any substance abuse of Chestnutt in any manner interferes with the performance of the Services.  For purposes of this Agreement, “ Disability ” shall mean Chestnutt has become mentally or physically incapacitated to the extent that he is unable to perform the Services under this Agreement for a period of three (3) months, as determined by the Company following consultation with and th