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                                                                    EXHIBIT 10.6

               Amendment to Executive Supplemental Retirement Plan

         RESOLVED, that the NTELOS Inc. Executive Supplemental Retirement Plan
is hereby amended, effective January 1, 2002, in the following respects:

         FIRST:  Section 1.04 is amended to read as follows:
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               Change in Control means:
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               (a)    any "person," as such term is used in Sections 13(d) and
               14(d) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act") (other than the Company, any trustee or other
               fiduciary holding securities under an employee benefit plan of
               the Company, or any company owned, directly or indirectly, by the
               shareholders of the Company in substantially the same proportions
               as their ownership of stock of the Company), is or becomes the
               owner or "beneficial owner" (as defined in Rule 13d-3 under the
               Exchange Act), directly or indirectly, of Company securities
               representing more than 30% of the combined voting power of the
               then outstanding securities;

               (b)    during any period of two consecutive years (not including
               any period prior to January 1, 2002), individuals who at the
               beginning of such period) constitute the Board, and any new
               director (other than a director designated by a person who has
               entered into an agreement with the Company to effect a
               transaction described in clause (a), (c), (d) or (e) of this
               section) whose election by the Board or nomination for election
               by the Company's shareholders was approved by a vote of a
               majority of the directors then still in office who either (1)
               were directors at the beginning of such period or (2) were so
               elected or nominated with such approval, cease for any reason to
               constitute at least a majority of the Board;

               (c)    the shareholders of the Company approve a merger or
               consolidation of the Company with any other Company and such
               merger or consolidation is consummated, other than (1) a merger
               or consolidation which would result in the voting securities of
               the Company outstanding immediately prior thereto continuing to
               represent (either by remaining outstanding or by being converted
               into voting securities of the surviving entity) more than 50% of
               the combined voting power of the voting securities of the Company
               or such surviving entity outstanding immediately after such
               merger or consolidation or (2) a merger or consolidation effected
               to implement a recapitalization of the Company (or similar
               transaction) in which no "person" (as hereinabove defined)
               acquires more than 30% of the combined voting power of the
               Company's then outstanding securities;

               (d)    the shareholders of the Company approve a plan of complete
               liquidation of the Company or an agreement for the sale or
               disposition by the Company of all or substantially all of the
               Company's assets and such liquidation or sale of assets is
               consummated; or

               (e)    the sale, transfer, conveyance or other disposition of all
               or substantially all of the assets (whether by asset sale, stock
               sale, merger, combination or otherwise) of one or

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               more of the Company's Material Lines of Business but only with
               respect to Participants who are employed at such time in any such
               Material Line of Business (whether full or part time) and whose
               employment is terminated by the Company or the acquirer prior to
               the third anniversary of such sale transfer, conveyance or other
               disposition or whose employment is terminated by the Participant
               for Good Reason prior to the third anniversary of such sale,
               transfer, conveyance or other disposition (the Change of Control
               in that event being deemed to have occurred at the time of
               Termination of Employment). Provided, however, such sale,
               transfer, conveyance or disposition shall not constitute a Change
               of Control for the purposes of this Plan as to those
               Participants:

                      (i)    whose employment is terminated by the Participant
                             without Good Reason;

                      (ii)   whom the Company employs for at least three years
                             following such sale, transfer, conveyance, or other
                             disposition; or

                      (iii)  whom the acquirer of any such Material Line of
                             Business employs for at least three years following
                             such sale, transfer, conveyance or other
                             disposition if such acquirer agrees to assume all
                             of the Company's obligations under this Plan to
                             those Participants following such sale, transfer,
                             conveyance or disposition and establishes a grantor
                             trust with assets sufficient to pay all such
                             obligations (provided that the foregoing shall not
                             affect the Participant's right to terminate the
                             Participant's employment for Good Reason);

               provided, however, a Change in Control shall not include an
               acquisition, directly or indirectly, of more than 30% of the
               combined voting power of the Company's then outstanding
               securities by Welsh, Carson, Anderson & Stowe, VIII, L.P. or
               Welsh, Carson, Anderson & Stowe, IX, L.P. (collectively "WCAS"),
                                                                        ----
               any Controlled Entity, and any Permitted Transferee (a Permitted
               Transferee, together with WCAS and their Controlled Entities, the
               "WCAS Entities"), pursuant to the Amended and Restated
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               Shareholders Agreement dated as of October 23, 2000, as amended,
               restated or modified from time to time in accordance with the
               terms thereof (the "Shareholders Agreement") but only so long as
               (i) the WCAS Entities shall comply with Article 5 of the
               Shareholders Agreement and (ii) the WCAS Entities', in the
               aggregate, do not own more than 40% of the Company's then
               outstanding securities or more than 37.5% of the voting power of
               the Company's then outstanding securities. Notwithstanding
               anything to the contrary above, in the event that the Board of
               Directors of the Company approves the acquisition of the
               Company's securities with the result that the WCAS Entities have
               ownership interests in excess of either of the percentages set
               forth above, a Change in Control shall not have occurred at that
               time for purposes of Section 3.06(a) of the Plan on account of
               such acquisition by the WCAS Entities but will still be deemed to
               have occurred for all other provisions of the Plan, including
               without limitation Section 3.06(b) and Section 5.02. Any
               subsequent transaction or acquisition, however, whether or not
               involving the WCAS Entities, may result in a Change of Control
               for purposes of Section 3.06(a) of the Plan and must be treated
               accordingly. For purposes of this Plan, "Controlled Entity" shall
               mean any entity in which WCAS owns the majority of the voting
               shares or securities or has the ability (whether through the
               ownership of voting securities, contract or otherwise) to elect a
               majority of the board of directors or other similar governing
               body or of which WCAS has the authority to control or direct the
               investment decisions. For purposes of this Plan, "Permitted
               Transferee" shall mean any

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               person that shall become a party to or agree to be bound by the
               terms of the Shareholders Agreement by acquiring any of the
               Company's common stock, warrants or securities convertible or
               exchangeable into shares of the Company's common stock, from any
               other person who is a party to or agrees to be bound by the terms
               of the Shareholders Agreement.

               For purposes of this Plan, "Material Line of Business" means any
               line or lines of business or service or group of services which
               represent(s) in the aggregate either 25% or more of the Company's
               consolidated revenues or 25% or more of the Company's
               consolidated EBITDA (earnings before interest, taxes,
               depreciation and amortization) for the twelve-month period ended
               on the last day of the most recently ended fiscal quarter for the
               Company.

               SECOND: Section 1.11 is amended by deleting the words "and his
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               designation as a Participant has not been revoked or rescinded"
               and by substituting the following "or is entitled to benefits
               under the Plan."

         THIRD:  Article II is amended to read as follows:
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         An Eligible Employee who is designated to participate in the Plan by
         the Board shall become a Participant in the Plan as of the date
         specified by the Board. A Participant shall continue to participate
         until such date he is no longer an Eligible Employee or until he is no
         longer entitled to benefits under the Plan. In no event may the Board
         declare that a Participant is no longer a Participant or revoke or
         rescind a Participant's designation as such other than as described in
         the preceding sentence.

         Fourth: Section 3.01 is amended by adding in the third line of Section
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         3.01(a)(1) after the word "below" and before the word "where," and
         again in the third line of Section 3.01(a)(2) after the word "below"
         and before the word "where," the following language:

         ,as reduced if applicable as described in Section 3.06 of the Plan,

         FIFTH: Section 3.03(b) is amended by adding at the end of the second
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         sentence thereof the following:

         and as reduced if applicable as described in Section 3.06 of the Plan.

         SIXTH: Section 3.04 is amended by adding at the end of the first
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         sentence thereof the following language:

         and as reduced if applicable as described in Section 3.06 of the Plan.

         SEVENTH: Section 3.06 is amended by deleting the current language and
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         substituting therefore the following:

         3.06  Change of Control.
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         (a)   Effective January 1, 2002, on a Control Change Date,
         notwithstanding any other provision of the Plan, a Participant shall be
         entitled to a lump sum cash payment which shall be made on the Control
         Change Date equal to the Actuarial Equivalent of all his benefits under
         the Plan as of the date he would have been eligible to Retire and
         determined under Plan Section

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         3.01(a)(1), based on his Years of Service as the Control Change Date
         (which shall include any Years of Service creditable under the second
         sentence of Section 1.18), provided, however, that no such benefits
         under this Section 3.06(a) shall be payable if Participant is not an
         Eligible Employee as of the Control Change Date.

         (b)   Effective January 1, 2002, notwithstanding any other provision of
         the Plan, on and after a Control Change Date, a Participant who is not
         an Eligible Employee on a Control Change Date and who has commenced
         receiving or is otherwise entitled to receive benefits under the Plan
         (other than on account of this Section 3.06(b)), and a Participant who
         is an Eligible Employee as of the Control Change Date and who commences
         receiving or otherwise becomes entitled to receive benefits under the
         Plan (other than on account of this Section 3.06(b)) after such Control
         Change Date because of Retirement, death or becoming Disabled, shall be
         entitled to a lump sum cash payment which shall be made on the Control
         Change Date, or for a Participant who is an Eligible Employee as of the
         Control Change Date as soon as practical after the Participant
         otherwise becomes entitled to receive benefits under the Plan, equal to
         the Actuarial Equivalent of all his remaining benefits under the Plan
         as of such time.

         (c)   Notwithstanding any other provision of this Plan, any payment
         made to a Participant under this Section 3.06 shall reduce on an
         Actuarial Equivalent basis (but not below zero) any further benefits
         otherwise payable to such Participant under this Plan. In the event
         Participant does not become entitled to any further benefits under this
         Plan, Participant shall not be required to return any payment made
         under this Section 3.06.

         EIGHTH: Section 7.01 is amended by deleting the first sentence thereof
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         and substituting therefor the following new first sentence:

         Except as otherwise specifically provided, the Company reserves the
         right to terminate, amend or modify this Plan, wholly or partially, at
         any time and from time to time; provided, however, that without a
         Participant's consent, the Board may not terminate, amend or modify (i)
         Section 1.04, Article II, Article III, Section 5.02(b), Section 7.01,
         Section 7.03 and Exhibit I at any time or (ii) any other provision of
         the Plan within twelve (12) months before a Control Change Date or
         after a Control Change Date.

         NINTH: Section 3.05 is deleted and the following new Section 3.05 is
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         substituted therefore:

         Benefits payable under this Plan shall be forfeited if, within two
         years after Termination of Employment (the "Non-Competition Period"),
         the Participant competes with the Company by performing or causing to
         be performed the same or similar types of duties or services that the
         Participant performed for the Company for a Competitor of the Company
         in any capacity whatsoever, directly or indirectly, within any city or
         county of the continental United States in which, at the time of the
         Participant's Termination of Employment, the Company provides services
         or products, offers to provide services or products, or has documented
         plans to provide or offer to provide services or products provided that
         the Participant has knowledge of those plans at the time the
         Participant's employment with the Company ends. Additionally, the
         Participant agrees that during the Non-Competition Period, the
         Participant will not, directly or indirectly, sell, attempt to sell,
         provide or attempt to provide, any products or services in competition
         with those products or services provided by the Company to any person
         or entity who was a customer or an actively sought prospective customer
         of the Company, at any time during the Participant's employment with
         the Company.

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         (a)   For purposes of this Section 3.05, the following definitions will
         apply:

                      (a)    (i)    "Directly or indirectly" as used in this
               Plan includes an interest in or participation in a business as an
               individual, partner, shareholder, owner, director, officer,
               principal, agent, employee, consultant, trustee, lender of money,
               or in any other capacity or relation whatsoever. The term
               includes actions taken on behalf of the Participant or on behalf
               of any other person. "Directly or indirectly" does not include
               the ownership of less than 5% of the outstanding shares of any
               corporation, if such shares are publicly traded in the
               over-the-counter market or listed on a national securities
               exchange.

                      (b)    (ii)   "Competitor" as used in this Plan means any
               person, firm, association, partnership, corporation or other
               entity that competes or attempts to compete with the Company by
               providing or offering to provide the same or similar services or
               products as the Company within any geographic area in which the
               Company provides or offers those services or products.
               "Competitor" does not include a parent, subsidiary or affiliated
               organization of any entity that competes or attempts to compete
               with the Company as defined in the preceding sentence where that
               parent, subsidiary or affiliated organization does not itself
               compete or attempt to compete with the Company by providing or
               offering to provide the same or similar services or products as
               the Company within any geographic areas in which the Company
               provides or offers those services or products.

         TENTH: Section 7.03 is amended by deleting the current language and
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         substituting therefore the following:

         The rights of the Company set forth in Plan Section 7.01 are subject to
         the condition that the Board shall take no action to terminate the Plan
         or decrease any benefit that has accrued (based on the Participant's
         Years of Service as of the time of the Board's action) or become
         payable to a Participant, after the Participant accrues or commences
         receiving such benefits, without such Participant's consent, until all
         such benefits are paid in full or Participant is no longer entitled to
         receive them, in each case pursuant to the terms of the Plan. For
         purposes of this Plan Section 7.03, a Participant shall be treated as
         having accrued a benefit on and after the time the Participant is
         credited with a Year of Service under the Plan and Years of Service
         shall include any Years of Service creditable under the second sentence
         of Section 1.18. Notwithstanding the foregoing, nothing in this Plan
         Section 7.03 shall prevent the Board from amending the Plan to preclude
         any further Eligible Employees from becoming Participants in the Plan
         after such time or to preclude any Participant from further accruing
         any additional amount of benefits under the Plan after such time above
         the amount of benefits accrued based on the Participant's Years of
         Service as of the time of the Board's action. In the event the Board,
         as described in the preceding sentence, amends the Plan to preclude the
         further accrual of any additional amount of benefits under the Plan
         after the time of the Board's action, notwithstanding any other
         provision of this Plan, the amount of such Participant's benefits
         described in Article III, Plan Section 5.02(b) or otherwise shall be
         calculated as described in the applicable provisions of the Plan and
         based on the Participant's Years of Service credited on or before the
         time of the Board's action; however, in that event, any other provision
         of the Plan that requires a determination of a Participant's Years of
         Service for any purpose other than calculating the amount of the
         Participant's benefits described in Article III, Plan Section 5.02(b)
         or otherwise (including without limitation for the purpose of
         determining any entitlement to receipt of such amount of benefits)
         shall include any Years of Service credited to the Participant after
         the time of the Board's action.

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         ELEVENTH: Section 7.04 is amended by deleting the current last sentence
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         in such Section 7.04.

         TWELFTH: Section 5.02(a) is amended by deleting the second sentence of
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         Section 5.02(a) and by adding in the third line of Section 5.02(a)
         after the word "Retirement" and before the word "shall" the following
         language:

         , death or becoming Disabled while in the employ of the Company or an
         Affiliate

         THIRTEENTH: Section 5.02(b) is amended by adding in the second line of
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         Section 5.02(b) after the word "Retirement" and before the word "but"
         the following language:

         , death or becoming Disabled while in the employ of the Company or an
         Affiliate

         FOURTEENTH: Section 3.04 is amended by adding after the first sentence
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         the following language:

         Notwithstanding the preceding sentence, however, if the Participant who
         becomes Disabled while in the employ of the Company or an Affiliate has
         not completed fifteen (15) Years of Service, such Participant shall be
         entitled to receive the benefits described in Section 5.02(b), if any,
         as if the Company at such time had discharged the Participant without
         Cause and as reduced if applicable as described in Section 3.06 of the
         Plan.

         FIFTEENTH: Section 5.02(b) is further amended by adding at the end
         ---------
         thereof the following language:

         Notwithstanding the foregoing, however, if a Participant terminates his
         employment with the Company after a Control Change Date and is
         otherwise entitled to receive benefits under this Section 5.02(b), such
         Participant shall be entitled to a lump sum cash payment which shall be
         made as soon as practical after termination of employment equal to the
         Actuarial Equivalent of all his benefits under the Plan, which payment
         shall reduce on an Actuarial Equivalent basis (but not below zero) any
         further benefits otherwise payable to such Participant under this Plan.

RESOLVED FINALLY, that the appropriate offices of the Company are hereby
authorized and directed to take such actions and to execute such documents as
may be necessary or desirable to implement the foregoing resolution, all without
the necessity of further action by this Board.