Exhibit 10.12

                                   NTELOS Inc.
                           DEFERRED COMPENSATION PLAN


WHEREAS,  NTELOS Inc. (the  "Company")  wishes to adopt a deferred  compensation
plan for the benefit of certain key employees; and

WHEREAS,  the Board of Directors of the Company has  authorized  the adoption of
the NTELOS Inc. Deferred Compensation Plan (the "Plan"), effective as of January
1, 1999; and

WHEREAS,  it  is  intended  that  the  Plan  qualify  as an  unfunded,  deferred
compensation  plan  for a select  group  of  management  or  highly  compensated
employees under the Employee  Retirement Income Security Act of 1974, as amended
("ERISA");

NOW, THEREFORE, the Plan is hereby adopted as follows:

Section 1.  Purpose of Plan

The purpose of the Plan is to permit  certain key  employees of NTELOS Inc. (the
"Company") to elect to defer  receipt of a portion of their annual  compensation
in supplement to their pre-tax contributions made to the NTELOS Inc. Savings and
Security Plan (the "401(k) Plan").

The Plan is intended to qualify as an unfunded, deferred compensation plan for a
select group of management or highly compensated employees under ERISA.

The obligation of the Company to make payments under the Plan constitutes solely
an  unsecured  (but  legally  enforceable)  promise of the  Company to make such
payments,  and no person,  including  any employee,  shall have any lien,  prior
claim or other  security  interest in any property of the Company as a result of
this Plan. Rather, any employee  participating in the Plan shall have the status
of a general  unsecured  creditor of the  Company.  It is the  intention  of the
parties hereunder that the Plan be unfunded for tax purposes and for purposes of
Title I of ERISA.  The Company  shall be the sole owner and  beneficiary  of any
account  provided for  hereinbelow and any property used to measure such account
shall remain the sole and exclusive property of the Company.


Section 2.  Eligible Employees

Only  employees  of the Company who are  designated  by the  Company's  board of
directors  as  members of a select  group of  management  or highly  compensated
employees,  as that term is defined under ERISA,  and further  enumerated  under
Schedule A, shall be eligible to participate in the Plan.


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Section 3.  Participation

Any eligible employee who elects to defer any portion of his or her compensation
in accordance with the provisions of Section 5 shall become a  "Participant"  in
the Plan as of the date such deferrals commence. A Participant shall continue to
be a  Participant  until he no longer has any  amount  credited  to the  account
established for him in accordance with Section 4.


Section 4.  Accounts/Vesting

The Company  shall  establish  and  maintain  on its books with  respect to each
Participant  a  separate  unfunded  account  which  shall  record  (a) any  base
compensation  deferred  by  the  Participant  under  the  Plan  pursuant  to the
Participant's  election,  (b) any bonus compensation deferred by the Participant
under the Plan pursuant to the Participant's  election, (c) any Company matching
contributions made on behalf of the Participant pursuant to Section 9 below, and
(d) the allocation of investment experience.

Subject to the claims of creditors of the Company,  a  Participant  shall at all
times have a nonforfeitable (vested) right to his account under the Plan.


Section 5.  Election to Defer Compensation

Any eligible  employee may elect to defer a specified  percentage  of his or her
"Base Compensation" for a Plan Year (Plan Year is herein defined as January 1 to
December 31). Any eligible  employee may also elect to defer all or a portion of
his or her  "Bonus" for a Plan Year.  Any  election so made shall be binding for
the next  following  Plan  Year,  and must be  renewed  or  revised on or before
December 15 for the next succeeding Plan Year.

The percentage of Base Compensation  deferred  hereunder shall first be credited
to the 401(k) Plan until the amount of Base Compensation  allowed as an employee
deferral  under the 401(k) Plan as a result of the  Internal  Revenue  Code (the
"Code") imposed  limitations for the year, or as a result of limitations imposed
under the  401(k)  Plan for such  year,  have been met.  Thereafter  the  amount
deferred shall be credited to this Plan. Notwithstanding the foregoing, however,
in the event an eligible  employee is not yet  eligible  to  participate  in the
401(k) Plan, the employee's  deferral  election  hereunder shall apply solely to
the Plan.  Upon  becoming  eligible  to  participate  in the  401(k)  Plan,  the
employee's  deferral  election  shall  apply  to  the  401(k)  Plan  until  said
limitations under the 401(k) Plan are met.

Any such "Bonus" compensation deferral election shall apply solely to this Plan.


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Section 6.  Base Compensation

Base  Compensation  shall mean the  compensation  paid to a  Participant  by the
Company for the calendar year, as reflected in the  Participant's  Form W-2, but
exclusive  of any  noncash  compensation,  stock  options  and any  compensation
received  prior to becoming a Participant in the Plan.  Compensation  shall also
include any amounts deferred under a salary reduction  agreement pursuant to the
401(k) Plan or under a  "cafeteria  plan"  (within the meaning of Section 125 of
the Code) maintained by the Company.


Section 7.  Bonus Compensation

Bonus  Compensation  shall mean any bonus paid to a  Participant  by the Company
during the Plan Year.


Section 8.  Manner of Election

Any  election  made by a  Participant  pursuant  to this  Plan  shall be made in
writing  by  executing  such  form(s)  as the  Company  shall  from time to time
prescribe.


Section 9.  Employer Matching Contributions

The  Company  may  elect to match a  percentage  of the  amount  contributed  by
Participants  pursuant to the  provisions of Section 5 for each payroll  period.
However,  the rate of the matching  contribution,  and the  Participants to whom
such matching contribution will be made for the year, shall be determined by the
Company at the beginning of each year.


Section 10.  Investment of Accounts

Each Participant's  account shall be credited with gains and charged with losses
based on the  investment  performance  of the mutual  fund or funds from time to
time  designated  by the Company.  Such funds shall be  identified on Schedule B
attached hereto. In this regard, the Company may (but is not required to) direct
that the investment measure for a Participant's account hereunder coincide with,
to the extent practicable, the investment of the Participant's account under the
401(k) Plan.

The fair  market  value of each  Participant's  account  under the Plan shall be
established  as of the close of each business day, using the closing share price
of the mutual fund or funds used as the investment measure for the Participant's
account.


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Section 11.  Time and Manner of Distribution

Distribution  of amounts  credited to a  Participant's  account shall be made or
commence to the Participant (or, in the event of the Participant's death, to his
beneficiary) as soon as administratively  possible following the earliest of (1)
the Participant's termination of employment with the Company and any "affiliate"
thereof (within the meaning of Sections  414(b),  (c) and (m) of the Code),  (2)
the  Participant's  death  or (3),  if  applicable,  the date  specified  by the
Participant on the election form used to elect to defer compensation.

For  distributions  made in  accordance  with this  Section,  a single  lump-sum
payment shall be the sole mode of distribution.


Section 12.  Change in Control

Notwithstanding  the  foregoing,  as soon as  possible  following  a "Change  of
Control"  of the  Company,  each  Participant  shall be paid the  entire  amount
credited to his or her account in a single lump sum payment.

For purposes of this Section 12, "Change of Control" means (a) the  acquisition,
after the  effective  date of this Plan, by any one or more persons or entities,
of the power to control the conduct of the Company's  corporate affairs,  either
by means of the holding of shares of Company  stock,  the  possession  of voting
power,  or powers  conferred by the Company's  articles of  organization  or any
other document  regulating the Company,  or (b) the sale of substantially all of
the Company's assets.


Section 13.  Beneficiary Designation

A  Participant  may  designate  the person or persons to whom the  Participant's
account under the Plan shall be paid in the event of the Participant's death. If
no  beneficiary  is  designated,  or  no  designated  beneficiary  survives  the
Participant,  payment shall be made to the Participant's surviving spouse or, if
none,  to his or her issue per  stirpes,  in a single  lump-sum  payment.  If no
spouse or issue  survives  the  Participant,  payment  shall be made in a single
lump-sum to the Participant's estate.

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Section 14.  Distribution in the event of Unforeseeable Emergency

In the event of an  "unforeseeable  emergency",  a Participant  may, by filing a
written  election with the Plan  Administrator,  elect to receive a distribution
from the Plan in an amount not to exceed the lesser of (i) the fair market value
of the Participant's  account determined as of the most recent valuation or (ii)
the amount  necessary  to satisfy  the  unforeseeable  emergency.  For  purposes
hereof, an "unforeseeable  emergency" shall mean a severe financial  hardship to
the  Participant  resulting from a sudden and unexpected  illness or accident of
the  Participant or of a dependent (as defined in Section 152(a) of the Code) of
the Participant,  loss of the Participant's  property due to casualty,  or other
similar  extraordinary  and unforeseeable  circumstances  arising as a result of
events  beyond the  control of the  Participant.  The  circumstances  that shall
constitute an unforeseeable  emergency shall depend upon the facts of each case,
but, in any case,  payment may not be made to the extent that such  emergency is
or may be relieved:

      (i)   through reimbursement or compensation by insurance or otherwise;

      (ii)  by  liquidation  of the  Participant's  assets,  to the  extent  the
            liquidation  of such assets would not itself cause severe  financial
            hardship; or

      (iii) by cessation of deferrals under the Plan.


Section 15.  Plan Administrator

The Company shall be the Plan  Administrator,  unless the Company,  by action of
its board of directors,  shall  designate a person or committee of persons to be
the Plan  Administrator.  The  administration  of the Plan, as provided  herein,
including a determination  of the payment of benefits to Participants  and their
beneficiaries,  shall be the  responsibility of the Plan  Administrator.  In the
event more than one party shall act as Plan Administrator,  all actions shall be
made by majority decisions.


Section 16.  Amendment

The Company,  by resolution  of its board of directors,  shall have the right to
amend, suspend or terminate the Plan at any time.


Section 17.  No Liability

No member of the board of directors of the Company and no officer or employee of
the  Company  shall be liable to any person  for any action  taken or omitted in
connection with the  administration  of the Plan unless  attributable to his own
fraud or willful  misconduct;  nor shall the Company be liable to any person for
any such action unless  attributable to fraud or willful  misconduct on the part
of a director, officer or employee of the Company.

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Section 18.  No Assignment

A Participant's right to the amount credited to his account under the Plan shall
not be  subject  in any  manner to  anticipation,  alienation,  sale,  transfer,
assignment,  pledge, encumbrance,  attachment or garnishment by creditors of the
Participant or the Participant's beneficiary.


Section 19.  Successors and Assigns

The  provisions  of this Plan shall be binding  upon and inure to the benefit of
the  Company,  its  successors  and  assigns,   and  the  Participant,   his/her
beneficiaries, heirs, legal representatives and assigns.


Section 20.  No Contract of Employment

Nothing contained herein shall be construed as a contract of employment  between
a Participant  and the Company,  or as a right of the Participant to continue in
employment  with the Company,  or as a limitation of the right of the Company to
discharge the Participant at any time, with or without cause.


Section 21.  Governing Law

This Plan shall be subject to and construed in accordance with the provisions of
ERISA,  where  applicable,  and  otherwise  by the laws of the  Commonwealth  of
Virginia.


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IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused this
Plan to be executed as of the ____ day of _______________, 1998.


                                  NTELOS Inc.


                                  By  _____________________________________
                                         Authorized Officer