GRANDE COMMUNICATIONS NETWORKS, INC. TRANSACTION BONUS PLAN

The purpose of this Transaction Bonus Plan (this " Bonus Plan ") is to advance the interests of Grande Communications Networks, Inc., a Delaware corporation (the " Company "), and its stockholder, Grande Communications Holdings, Inc., a Delaware corporation (“ Holdings ”), by providing an incentive for certain employees of the Company prior to and during the consummation of the Closing (as defined herein).

Capitalized terms used and not defined elsewhere in this Bonus Plan have the following meanings:

“ Board ” means the Board of Directors of the Company.

“Bonus Amount” means with respect to any Eligible Employee, the amount determined by the Compensation Committee of the Board.

“ Bonus Pool Amount ” means $1,070,000.

“Closing ” has the meaning given such phrase in the Recapitalization Agreement.

“Closing Date ” has the meaning given such phrase in the Recapitalization Agreement.

“ Determination Date ” means, with respect to any Eligible Employee that is not an Excluded Employee, the Closing Date, and with respect to any Excluded Employee, it shall mean the date that is two business days prior to the Closing Date.

“ Eligible Employee ” means any person who is an employee of the Company who is designated as an Eligible Employee under this Bonus Plan by the Compensation Committee of the Board.  All determinations with respect to whether a person is an Eligible Employee will be made by the Compensation Committee of the Board in its sole discretion.

“ Excluded Employee ” has the meaning given such phrase in the Recapitalization Agreement.

“ Recapitalization Agreement ” means the Recapitalization Agreement, dated as of August   27, 2009, by and among ABRY Partners VI, L.P., a Delaware limited partnership (“ ABRY ”), Grande Investment L.P., a Delaware limited partnership and wholly owned subsidiary of ABRY (“ Ultimate Parent ”), Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent (“ Parent ”), Holdings, the Company, and ABRY Partners, LLC, a Delaware limited liability company.

“ Release ” means, a waiver and release, in form and substance satisfactory to the Board, in connection with an Eligible Employee’s employment with the Company and participation in the Bonus Plan.

This Bonus Plan will be administered by the Compensation Committee of the Board.  In no event shall distributions under this Plan exceed the Bonus Pool Amount.

All Eligible Employees will be eligible to participate in this Bonus Plan, provided that an individual identified as an Eligible Employee will cease to be an Eligible Employee and will no longer will be eligible to participate in this Bonus Plan upon such individual’s separation from employment with the Company for any reason prior to the applicable Determination Date (including, without limitation, death, resignation, or termination of employment by the Company).

Each Eligible Employee who is employed with the Company on the applicable Distribution Date will be entitled to a distribution from this Bonus Plan equal to the Bonus Amount for each such Eligible Employee as determined by the Compensation Committee of the Board; provided , however , payment of the Bonus Amount is conditi