6. Custody of Certificates. Custody of stock certificates evidencing the RestrictedStock shall be retained by the Company so long as the Restricted Stock is not Vested. The Companyshall deliver to Participant the stock certificates evidencing the Common Stock as soon aspracticable after the Restricted Stock becomes Vested.     7. Stock Power. Participant shall deliver to the Company a stock power, endorsed inblank, with respect to the Restricted Stock. The Company shall use the stock power to cancel anyshares of Restricted Stock that do not become Vested. The Company shall return the stock power toParticipant with respect to any shares of Restricted Stock that become Vested.     8. Shareholder Rights. Participant will have the right to receive dividends on and tovote the Restricted Stock.     9. Fractional Shares. Fractional shares shall not be issuable hereunder, and when anyprovision hereof or the Plan may entitle Participant to a fractional share, such fraction shall bedisregarded.     10. Withholding Taxes. If the Company shall be required to withhold any United Statesfederal, state, local or foreign income, social or other tax in connection with the Vesting of theAward, Participant shall pay the tax or make provisions that are satisfactory to the Company forthe payment thereof.     11. No Right to Continued Service. This Agreement does not confer upon Participantany right with respect to continued service on the Board.     12. Change in Capital Structure. In accordance with the terms of the Plan, the termsof this award shall be adjusted as the Committee determines is equitably required in the event (a)the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations ofshares, or (b) there occurs any other event which, in the judgment of the Committee necessitatessuch action.     13. Governing Law. This Agreement shall be governed by the laws of the State ofDelaware.     14. Notice. Any notice or other communication given pursuant to this Agreement shallbe in writing and shall be personally delivered or mailed by United States registered or certifiedmail, postage prepaid, return receipt requested, to the following addresses:       If to the Company: NII Holdings, Inc.    1875 Explorer Street, Suite 1000    Reston, VA 20190    Attn: Gary D. Begeman, Vice President,    General Counsel and Secretary
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       If to Participant:                           Any such notice shall be deemed to have been given (a) on the date of postmark, in the case ofnotice by mail, or (b) on the date of delivery, if delivered in person.     15. Conflicts. In the event of any conflict between the provisions of the Plan as ineffect on the date of grant and the provisions of this Agreement, the provisions of the Plan shallgovern. All reference herein to the Plan shall mean the Plan as in effect on the Award Date.     16. Participant Bound by Plan. Participant hereby acknowledges receipt of a copy ofthe Plan and agrees to be bound by all the terms and provisions thereof.     17. Binding Effect. Subject to the limitations stated above and in the Plan, thisAgreement shall be binding upon and inure to the benefit of the legatees, distributees, andpersonal representatives of the Participant and the successors of the Company.     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed on its behalf as of the[DATE] day of [MONTH], [YEAR], and the Participant has affixed his signature hereto.**NII HOLDINGS, INC.**By