Exhibit 10.29  UTSTARCOM, INC. AMENDED AND RESTATED VICE PRESIDENT CHANGE IN CONTROL
AND INVOLUNTARY TERMINATION SEVERANCE
PAY PLAN  1.Introduction.  The purpose of this UTStarcom, Inc. Vice
President Change in Control and Involuntary Termination Severance Pay Plan, as
amended and restated (the Plan) is to provide assurances of specified
severance benefits to eligible employees of the Company whose employment is
subject to being involuntarily terminated (other than for Cause, death or
Disability).  The Plan is intended to (a) assure
that the Company will have continued dedication and objectivity of its
employees, and (b) provide the Companys employees with an incentive to
continue their employment and to motivate its employees to maximize the value
of the Company for the benefit of its stockholders.  This Plan is an employee welfare benefit
plan, as defined in Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended.  This
document constitutes both the written instrument under which the Plan is
maintained and the required summary plan description for the Plan.  2.Important Terms.  To help you understand how this Plan works,
it is important to know the following terms:  2.1Administrator
means the Company, acting through its Senior Vice President of Human Resources
or any person to whom the Administrator has delegated any authority or
responsibility pursuant to Section 8, but only to the extent of such
delegation.  2.2Base Pay means a
Covered Employees regular straight-time salary as in effect during the last
regularly scheduled payroll period immediately preceding the date on which the
Severance Benefit becomes payable.  Base
Pay does not include payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses, commissions or other compensation.  2.3Board means the Board of Directors of the Company.  2.4Cause means (a) any act of personal dishonesty taken
by the Covered Employee in connection with his or her responsibilities as an
employee which is intended to result in substantial personal enrichment of the
Covered Employee, (b) a Covered Employees conviction of a felony which
the Board reasonably believes has had or will have a material detrimental
effect on the Companys reputation or business, (c) a willful act by the
Covered Employee which constitutes misconduct and is injurious to the Company,
and (d) continued willful violations by the Covered Employee of the
Covered Employees obligations to the Company after there has been delivered to
the Covered Employee a written demand for performance from the Company which
describes the basis for the Companys belief that the Covered Employee has not
substantially performed his or her duties.  2.5Change in Control shall mean the occurrence of any of the
following events:  (a)           Any
person (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 of
the Exchange


Act), directly or indirectly, of securities of the
Company representing fifty percent (50%) or more of the total voting power
represented by the Companys then outstanding voting securities; or  (b)           The
consummation of the sale or disposition by the Company of all or substantially
all of the Companys assets; or  (c)           The
consummation of a merger or consolidation of the Company, with any other
corporation, other than 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 or its parent) at least fifty
percent (50%) of the total voting power represented by the voting securities of
the Company, or such surviving entity or its parent outstanding immediately
after such merger or consolidation; or  (d)           A
change in the composition of the Board, as a result of which fewer than a
majority of the Directors are Incumbent Directors. Incumbent Directors means
Directors who either (A) are Directors as of the effective date of the
Plan (pursuant to Section 22), or (B) are elected, or nominated for
election, to the Board with the affirmative votes of at least a majority of
those Directors whose election or nomination was not in connection with any transaction
described in subsections (i), (ii) or (iii) or in connection with an
actual or threatened proxy contest relating to the election of Directors.  2.6Company means
UTStarcom, Inc., a Delaware corporation, and any successor by merger,
acquisition, consolidation or otherwise that assumes the obligations of the
Company under the Plan.  2.7Covered Employee
means an employee of the Company who is identified on Exhibit A to this
Plan or who is designated by the Administrator in writing from time to time as
a Covered Employee.  2.8Determination Periodmeans the time period beginning on
the date of the Change in Control and ending eighteen (18) months following the
Change in Control.  2.9Director means a member of the Companys Board of
Directors.  2.10Disability means that the Covered
Employee has been unable to perform his or her Company duties as the result of
his or her incapacity due to physical or mental illness, and such inability, at
least twenty-six (26) weeks after its commencement or one hundred eighty (180)
days in any consecutive twelve (12) month period, is determined to be total and
permanent by a physician selected by the Company or its insurers and acceptable
to the Covered Employee or the Covered Employees legal representative (such
agreement as to acceptability not to be unreasonably withheld).  Termination resulting from Disability may
only be effected after at least thirty (30) days written notice by the Company
of its intention to terminate the Covered Employees employment.  In the event that the Covered Employee
resumes the performance of substantially all of his or her duties hereunder
before the termination of his or her employment becomes effective, the notice
of intent to terminate will automatically be deemed to have been revoked.  2.11Effective Date means June 20, 2006.  2


2.12ERISA means the Employee Retirement Income Security Act of
1974, as amended.  2.13Good Reason means, without the Covered Employees express
written consent, (a) a significant reduction of the Covered Employees
duties, position or responsibilities relative to the Covered Employees duties,
position or responsibilities in effect immediately prior to such reduction, or
the removal of the Covered Employee from such position, duties and
responsibilities, unless the Covered Employee is provided with comparable
duties, position and responsibilities; provided, however, that the sole
occurrence of the Company being acquired and made part of a larger entity shall
not constitute a Good Reason; (b) a reduction by the Company of the
Covered Employees base salary as in effect immediately prior to such
reduction; (c) a material reduction by the Company in the kind or level of
employee compensation or benefits to which the Covered Employee is entitled
immediately prior to such reduction, with the result that the Covered Employees
overall benefits package is significantly reduced; (d) the relocation of
the Covered Employee to a facility or location where such relocation increases
the distance the Covered Employee must travel to work by more than thirty (30)
miles from the Covered Employees commute prior to the relocation; or (e) the
failure of the Company to obtain the assumption of this Plan by any successor
to the Company (whether direct or indirect and whether by purchase, lease,
merger, consolidation, liquidation or otherwise) to all or substantially all of
the Companys business and/or assets.  2.14Involuntary Termination means a termination of employment
of a Covered Employee under the circumstances described in Section 4.1 or Section 4.2.  2.15Option means a right granted pursuant to the Companys
stock option plan(s) to purchase common stock of the Company pursuant to
the terms and conditions of such plan(s).  2.16Plan means the
UTStarcom, Inc. Vice President Change in Control and Involuntary
Termination Severance Pay Plan, as set forth in this document, and as hereafter
amended from time to time.  2.17Severance Benefit
means the compensation and other benefits the Covered Employee will be provided
pursuant to Section 4.  2.18Severance Date means the date on which a Covered Employee
experiences an Involuntary Termination.  2.19Specified Employee means any Covered Employee who would be
considered a Specified Employee as that term is defined in Section 409A(a)(2)(B)(i) of
the Internal Revenue Code of 1986, as amended (the Code).  3.Eligibility for Severance Benefit.  An individual is eligible for the Severance
Benefit under the Plan, in the amount set forth in Section 4, only if he or she is a Covered Employee on the date he or
she experiences an Involuntary Termination and executes, and does not revoke, a
release in favor of the Company as required by Section 4.4.  3


4.Severance Benefit.  4.1Involuntary Termination Apart From a Change in
Control.  If at any time
before a Change in Control or after the Determination Period following a Change
in Control, the Company (or any parent or subsidiary of the Company) terminates
a Covered Employees employment for other than Cause, death or Disability, or
the Covered Employee terminates his or her employment with the Company for Good
Reason, then, subject to the Covered Employees compliance with Section 4.4,
the Covered Employee shall receive the following Severance Benefit from the
Company:  4.1.1        Severance Benefit. 
Each Covered Employee shall be entitled to receive a lump sum cash
payment equal to two (2) weeks of Base Pay for each year of service with
the Company, with a minimum payment equal to six (6) months of Base Pay,
payable within thirty (30) days following the Involuntary Termination;
provided, however, that if the Covered Employee is a Specified Employee at the
time of such termination, payment shall be delayed as provided for in Section 11.3.  4.1.2        Health Benefits.  The Company shall pay to the Covered
Employee an amount equal to six (6) months of the premiums for
continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (COBRA) for the Covered Employee (and any eligible
dependents) under the Companys medical, dental and vision plans at the same
level of coverage in effect on the Severance Date, payable in a lump within
thirty (30) days following the Involuntary Termination, provided, however, that
if the Covered Employee is a Specified Employee at the time of such
termination, payment shall be delayed as provided for in Section 11.3.  4.1.3        Accelerated Vesting of Equity Awards.  Each Covered Employee shall not receive any
accelerated vesting on his or her outstanding and unvested equity compensation
awards.  The Covered Employees equity awards shall be exercisable until
the earliest of (a) twelve (12) months from the Employees date of
termination, (b) the latest date the equity award could have expired by
its original terms under any circumstances, (c) the tenth (10th)
anniversary of the original date of grant of the equity award, or (d) the
date provided for under the equity plan under which the award was granted.  4.2Involuntary Termination Following a Change in Control. 
If at any time within the Determination Period following a Change in
Control, the Company (or any parent or subsidiary of the Company) terminates a
Covered Employees employment for other than Cause, death or Disability, or the
Covered Employee terminates his or her employment with the Company for Good
Reason, then, subject to the Covered Employees compliance with Section 4.4,
the Covered Employee shall receive the following Severance Benefit from the
Company:  4.2.1        Severance Benefit.  Each
Covered Employee shall be entitled to receive a lump sum cash payment equal to (a) one
(1) year of Base Pay and (b) one hundred percent (100%) of his or her
target bonus for the year of the Involuntary Termination, payable within thirty
(30) days following the Involuntary Termination; provided, however, that if the
Covered Employee is a Specified Employee at the time of such termination,
payment shall be delayed as provided for in Section 11.3.  4


4.2.2Health Benefits.The Company shall pay to the Covered Employee
an amount equal to twelve (12) months of the premiums for continuation coverage
under COBRA of each Covered Employee (and any eligible dependents) under the
Companys medical, dental and vision plans at the same level of coverage in
effect on the Severance Date, payable in a lump sum within thirty (30) days
following the Involuntary Termination; provided, however, that if the Covered
Employee is a Specified Employee at the time of such termination, payment shall
be delayed as provided for in Section 11.3.  4.2.3Accelerated Vesting of
Equity Awards.Each Covered Employee shall fully vest in
and, if applicable, have the right to exercise, all of his or her outstanding
and unvested equity compensation awards.  The Covered Employees equity
awards (including awards that vest as a result of the Plan) shall be
exercisable until the earliest of: (a) twelve (12) months from the Employees
date of termination, (b) the latest date the equity award could have
expired by its original terms under any circumstances, (c) the tenth
(10th) anniversary of the original date of grant of the equity award, or (d) the
date provided for under the equity plan under which the award was granted.  4.3Parachute Payments.In the event that the severance and other benefits provided
for in this Plan or otherwise payable or provided to the Covered Employee (i) constitute
parachute payments within the meaning of Section 280G of the Code and (ii) but
for this Section 4.3, would be subject to the excise tax imposed by Section 4999
of the Code (the Excise Tax), then the Employees severance benefits
hereunder Section 4 shall be either  (a)           delivered in full, or  (b)           delivered as to such lesser extent
which would result in no portion of such severance benefits being subject to
the Excise Tax,  whichever of the
foregoing amounts, taking into account the applicable federal, state and local
income taxes and the Excise Tax, results in the receipt by the Covered Employee
on an after-tax basis of the greatest amount of severance benefits,
notwithstanding that all or some portion of such severance benefits may be
taxable under Section 4999 of the Code. 
Unless the Company and the Covered Employee otherwise agree in writing,
any determination required under this Section 4.3 shall be
made in writing in good faith by the accounting firm serving as the Companys
independent public accountants immediately prior to the Change of Control (the Accountants).  In the event of a reduction in benefits
hereunder, the Covered Employee shall be given the choice of which benefits to
reduce.  For purposes of making the
calculations required by this Section 4.3, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code.  The
Company and the Covered Employee shall furnish to the Accountants such
information and documents as the Accountants may reasonably request in order to
make a determination under this Section. 
The Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 4.3.  Any reduction in payments and/or benefits
required by this Section 4.3 will occur in the following order: (i) reduction
of cash payments; (ii) reduction of vesting acceleration of equity awards;
and (iii) reduction of other benefits paid or provided to the Covered
Employee.  In the event that acceleration
of vesting of equity awards is to be reduced, such acceleration of vesting will
be cancelled in the reverse order  5


of the date of grant for
the Covered Employees equity awards.  If
two or more equity awards are granted on the same date, each award will be
reduced on a pro-rata basis.  4.4Release and Non-Disparagement Agreement.  As a condition to receiving Severance
Benefits under this Plan, each Covered Employee will be required to sign a
waiver and release of all claims arising out of his or her Involuntary
Termination and employment with the Company and its subsidiaries and affiliates
and an agreement not to disparage the Company, its directors, or its executive
officers, in a form reasonably satisfactory to the Company, provided that such
release is effective within sixty (60) days following the Covered Employees
termination of employment or such shorter period specified in the release (the Release
Deadline).  If the release of claims
does not become effective by the Release Deadline, the Covered Employee will
forfeit any rights to the Severance Benefits under this Plan.  No
Severance Benefits will be paid or provided until the waiver and release
agreement becomes effective or irrevocable.  4.5Vacation
Days.  Any unused vacation pay
accrued as of a Covered Employees date of Involuntary Termination will be paid
at the time the Covered Employee receives his or her Severance Benefit.  No Covered Employee may use any accrued but
unused vacation pay to extend his or her Involuntary Termination date.  5.Termination of Benefits. 
Benefits under this Plan shall terminate immediately for a Covered
Employee if such Covered Employee, at any time, violates any proprietary
information or confidentiality obligation to the Company or the terms of any
applicable non-competition agreement with the Company.  6.Non-Duplication of Benefits. 
Notwithstanding any other provision in the Plan to the contrary, the
Severance Benefits provided hereunder shall be in lieu of any other severance
and/or retention plan benefits and the Severance Benefits provided hereunder
shall be reduced by any severance paid or provided to a Covered Employee under
any other plan or arrangement.  7.Withholding.  The Company will withhold from any Severance
Benefit all federal, state, local and other taxes required to be withheld
therefrom and any other required payroll deductions.  8.Administration.  The Company is the administrator of the Plan
(within the meaning of section 3(16)(A) of ERISA).  The Plan will be administered and interpreted
by the Administrator (in his or her sole discretion).  The Administrator is the named fiduciary of
the Plan for purposes of ERISA and will be subject to the fiduciary standards
of ERISA when acting in such capacity. 
Any decision made or other action taken by the Administrator with
respect to the Plan, and any interpretation by the Administrator of any term or
condition of the Plan, or any related document, will be conclusive and binding
on all persons and be given the maximum possible deference allowed by law.  The Administrator has the authority to act
for the Company (in a non-fiduciary capacity) as to any matter pertaining to
the Plan; provided, however, that this authority
does not apply with respect to (a) the Companys power to amend or
terminate the Plan or (b) any action that could reasonably be expected to
increase significantly the cost of the Plan is subject to the prior approval of
the senior officer of the Company.  The
Administrator may delegate in writing to any other person all or any portion of
his or her authority or responsibility with respect to the Plan.  6


9.Eligibility
to Participate.  The Administrator
will not be excluded from participating in the Plan if otherwise eligible, but
he or she is not entitled to act or pass upon any matters pertaining
specifically to his or her own benefit or eligibility under the Plan.  The senior officer of UTStarcom, Inc.
will act upon any matters pertaining specifically to the benefit or eligibility
of the Administrator under the Plan.  10.Amendment
or Termination.  The Company reserves
the right to amend or modify the Plan at any time, without advance notice to
any Covered Employee; provided, however, that no amendment or modification of
the Plan shall reduce the Severance Benefit payable to any Covered Employee
(unless the affected Covered Employee consents to such amendment or termination).  The Company shall obtain consent from a
Covered Employee prior to terminating the Plan as to such Covered Employees
participation in the Plan.  Any action of
the Company in amending or terminating the Plan will be taken in a
non-fiduciary capacity.  11.Code Section 409A.  11.1         Notwithstanding anything to the
contrary in this Plan, no Severance Benefits to be paid or provided to a
Covered Employee, if any, pursuant to this Plan, when considered together with
any other severance payments or separation benefits that are considered
deferred compensation under Code Section 409A, and the final regulations
and any guidance promulgated thereunder (Section 409A) (together, the Deferred Compensation Separation Benefits) will be paid or
otherwise provided until the Covered Employee has a separation from service
within the meaning of Section 409A.  11.2         Any Severance Benefits that would be
considered Deferred Compensation Severance Benefits will be paid on, or, in the
case of installments, will not commence until, the sixtieth (60th) day following the Covered Employees separation from
service, or, if later, such time as required by Section 11.3.  Any installment payments that would have been
made to the Covered Employee during the sixty (60) day period immediately
following the Covered Employees separation from service but for the preceding
sentence will be paid to the Covered Employee on the sixtieth (60th) day
following the Covered Employees separation from service and the remaining
payments shall be made as provided in this Plan.  11.3         Notwithstanding anything to the
contrary in this Plan, if a Covered Employee is a specified employee within
the meaning of Section 409A at the time of the Covered Employees
termination (other than due to death), then the Deferred Compensation Separation Benefits that are payable within
the first six (6) months following the Covered Employees separation from
service will become payable on the first payroll date that occurs on or after
the date six (6) months and one (1) day following the date of the
Covered Employees separation from service. 
All subsequent Deferred Compensation Separation Benefits, if any, will
be payable in accordance with the payment schedule applicable to each payment
or benefit.  Notwithstanding anything
herein to the contrary, if the Covered Employee dies following the Covered
Employees separation from service,
but prior to the six (6) month anniversary of the separation from service,
then any payments delayed in accordance with this paragraph will be payable in
a lump sum as soon as administratively practicable after the date of the
Covered Employees death and all other Deferred Compensation Separation
Benefits will be payable in accordance with the payment schedule applicable to
each payment or benefit.  Each payment
and  7


benefit payable under
this Plan is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations.  11.4Any
amount paid under this Plan that satisfies the requirements of the short-term
deferral rule set forth in Section 1.409A-1(b)(4) of the
Treasury Regulations will not constitute Deferred Compensation Separation
Benefits for purposes of Section 11.1 above.  11.5         Any amount paid under this Plan that
qualifies as a payment made as a result of an involuntary separation from
service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations that does not exceed the Section 409A Limit will not
constitute Deferred Compensation Separation Benefits for purposes of Section 11.1
above.  For purposes of this Plan, Section 409A Limit will mean the
lesser of two (2) times: (i) the Covered Employees annualized
compensation based upon the annual rate of pay paid to the Covered Employee
during the Companys taxable year preceding the Companys taxable year of the
Covered Employees termination of employment as determined under Treasury
Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service
guidance issued with respect thereto; or (ii) the maximum amount that
may be taken into account under a qualified plan pursuant to Section 401(a)(17)
of the Code for the year in which the Covered Employees employment is
terminated.  11.6The foregoing provisions are intended to comply with the requirements
of Section 409A so that none of the Severance Benefits to be provided
hereunder will be subject to the additional tax imposed under Section 409A,
and any ambiguities herein will be interpreted to so comply.  Notwithstanding anything in this Plan to the
contrary, the Company reserves the authority to amend the Plan as it
deems necessary or desirable, and without the consent of any Covered Employee
or without providing any advance notice of any such amendment, in order to
ensure the Plan complies with Section 409A.  12.Claims
Procedure.  Any employee or other
person who believes he or she is entitled to any payment under the Plan may
submit a claim in writing to the Administrator. 
If the claim is denied (in full or in part), the claimant will be
provided a written notice explaining the specific reasons for the denial and
referring to the provisions of the Plan on which the denial is based.  The notice will also describe any additional
information needed to support the claim and the Plans procedures for appealing
the denial.  The denial notice will be
provided within 90 days after the claim is received.  If special circumstances require an extension
of time (up to 90 days), written notice of the extension will be given
within the initial 90-day period.  This
notice of extension will indicate the special circumstances requiring the
extension of time and the date by which the Administrator expects to render its
decision on the claim.  13.Appeal
Procedure.  If the claimants claim
is denied, the claimant (or his or her authorized representative) may apply in
writing to the Administrator for a review of the decision denying the
claim.  Review must be requested within
60 days following the date the claimant received the written notice of their
claim denial or else the claimant loses the right to review.  The claimant (or representative) then has the
right to review and obtain copies of all documents and other information
relevant to the claim, upon request and at no charge, and to submit issues and
comments in writing.  The Administrator
will provide written notice of his or her decision on review within
60 days after it receives a review request.  If additional time (up to 60 days) is
needed to review the request, the claimant (or representative) will be given
written notice of the reason for the delay. 
This notice of extension will indicate the special circumstances
requiring  8


the extension of time and
the date by which the Administrator expects to render its decision.  If the claim is denied (in full or in part),
the claimant will be provided a written notice explaining the specific reasons
for the denial and referring to the provisions of the Plan on which the denial
is based.  The notice shall also include
a statement that the claimant will be provided, upon request and free of
charge, reasonable access to, and copies of, all documents and other
information relevant to the claim and a statement regarding the claimants
right to bring an action under Section 502(a) of ERISA.  14.Source of Payments.  All Severance Benefits will be paid in cash
from the general funds of the Company; no separate fund will be established
under the Plan; and the Plan will have no assets.  No right of any person to receive any payment
under the Plan will be any greater than the right of any other general
unsecured creditor of the Company.  15.Inalienability.  In no event may any current or former
employee of the Company or any of its subsidiaries or affiliates sell,
transfer, anticipate, assign or otherwise dispose of any right or interest
under the Plan.  At no time will any such
right or interest be subject to the claims of creditors nor liable to
attachment, execution or other legal process.  16.No Enlargement of Employment Rights.  Neither the establishment or maintenance of
the Plan, any amendment of the Plan, nor the making of any benefit payment
hereunder, will be construed to confer upon any individual any right to be
continued as an employee of the Company. 
The Company expressly reserves the right to discharge any of its
employees at any time, with or without cause.  17.Applicable Law.  The provisions of the Plan will be construed,
administered and enforced in accordance with ERISA and, to the extent applicable,
the laws of the State of California.  18.Severability.  If any provision of the Plan is held invalid
or unenforceable, its invalidity or unenforceability will not affect any other
provision of the Plan, and the Plan will be construed and enforced as if such
provision had not been included.  19.Headings.  Headings in this Plan document are for
purposes of reference only and will not limit or otherwise affect the meaning
hereof.  20.Indemnification.  The Company hereby agrees to indemnify and
hold harmless the officers and employees of the Company, and the members of its
boards of directors, from all losses, claims, costs or other liabilities
arising from their acts or omissions in connection with the administration,
amendment or termination of the Plan, to the maximum extent permitted by
applicable law.  This indemnity will
cover all such liabilities, including judgments, settlements and costs of
defense.  The Company will provide this
indemnity from its own funds to the extent that insurance does not cover such
liabilities.  This indemnity is in
addition to and not in lieu of any other indemnity provided to such person by
the Company.  9


21.Additional Information.  Plan Name:
  UTStarcom, Inc. Vice President Change in
  Control and Involuntary Termination Severance Pay PlanPlan Sponsor:
  UTStarcom, Inc.1275 Harbor Bay
  ParkwayAlameda, CA 94502Identification Numbers:
  EIN:
  52-1782500Plan Year:
  Calendar yearPlan Administrator:
  UTStarcom, Inc.Attention:
  Vice President, Human Resources1275 Harbor Bay
  ParkwayAlameda, CA 94502(510) 864-8800Agent for Service ofLegal Process:
  UTStarcom, Inc.Attention:
  General Counsel1275 Harbor Bay
  ParkwayAlameda, CA 94502(510) 864-8800Service of process may also be made upon the Plan
  Administrator.Type of Plan
  Bonus Plan/Severance Plan/Employee Welfare Benefit
  PlanPlan Costs
  The cost of the Plan is paid by the Employer.  22.Statement
of ERISA Rights.  As a Covered Employee
under the Plan, you have certain rights and protections under ERISA:  (a)           You may examine (without charge) all
Plan documents, including any amendments and copies of all documents filed with
the U.S. Department of Labor, such as the Plans annual report (IRS Form 5500).  These documents are available for your review
in the Companys Human Resources Department.  (b)           You may obtain copies of all Plan
documents and other Plan information upon written request to the Plan
Administrator.  A reasonable charge may
be made for such copies.  10


In addition to creating rights for Covered Employees,
ERISA imposes duties upon the people who are responsible for the operation of
the Plan.  The people who operate the
Plan (called fiduciaries) have a duty to do so prudently and in the interests
of you and the other Covered Employees. 
No one, including the Company or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
benefit under the Plan or exercising your rights under ERISA.  If your claim for a severance benefit is
denied, in whole or in part, you must receive a written explanation of the
reason for the denial.  You have the
right to have the denial of your claim reviewed.  (The claim review procedure is explained in
Sections 12 and 13 above.)  Under ERISA, there are steps you can take to enforce
the above rights.  For instance, if you
request materials and do not receive them within 30 days, you may file
suit in a federal court. In such a case, the court may require the Plan
Administrator to provide the materials and to pay you up to $110 a day until
you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator.  If you have a claim which is denied or
ignored, in whole or in part, you may file suit in a state or federal
court.  If it should happen that you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court.  In any case, the court will decide who will pay court
costs and legal fees.  If you are
successful, the court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order
you to pay these costs and fees, for example, if it finds that your claim is
frivolous.  If you have any questions regarding the Plan, please
contact the Plan Administrator.  If you
have any questions about this statement or about your rights under ERISA, you
may contact the nearest area office of the Employee Benefits Security
Administration (formerly the Pension and Welfare Benefits Administration), U.S.
Department of Labor, listed in your telephone directory, or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C.
20210.  You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.  23.Execution.  In Witness Whereof, the Company,
by its duly authorized officer, has executed this Plan on the date indicated
below.  11


UTStarcom, Inc.ByTitleDate  12