AMENDMENT TO RIGHTS
AGREEMENT

AMENDMENT dated as of November 21, 2005 (this
‘‘Amendment’’), to the Rights Agreement
dated as of February 14, 2001 (the ‘‘Rights
Agreement’’), by and between ALAMOSA HOLDINGS, INC. (the
‘‘Company’’) and MELLON INVESTOR SERVICES
LLC, as Rights Agent (the ‘‘Rights
Agent’’).

Pursuant to the terms of the Rights
Agreement and in accordance with Section 27 thereof, the following
actions are hereby taken prior to executing the Merger Agreement
referred to below:

Section 1. Amendment to Rights
Agreement. The Rights Agreement is hereby amended as
follows:

(a) the definition of
‘‘Acquiring Person’’ in Section 1(A) of the
Rights Agreement is amended to add the following sentence at the end
thereof:

‘‘Notwithstanding anything
in this Agreement to the contrary, none of Sprint or any Affiliate or
Associate of Sprint shall be deemed to be an Acquiring Person, either
individually or collectively, by virtue of (i) the announcement of the
Merger, (ii) the execution of the Merger Agreement, (iii) the
consummation of the Merger or of the other transactions contemplated by
the Merger Agreement or (iv) the execution of the Stockholders
Agreement or the exercise of any rights or performance of any
obligations
thereunder.’’

(b) the
following definitions shall be added to Section 1 of the Rights
Agreement and the remaining sections shall be renumbered
accordingly:

(RR)
‘‘Merger’’ shall have the meaning assigned
to such term in the Merger
Agreement.’’

(SS)
‘‘Merger Agreement’’ shall mean the
Agreement and Plan of Merger, dated as of November   ,
2005, by and among Sprint, AHI Merger Sub Inc. and the
Company.’’

(TT)
‘‘Sprint’’ shall mean Sprint Nextel
Corporation, a Kansas corporation.

(UU)
‘‘Stockholders Agreement’’ shall mean the
Stockholders Agreement, dated as of November    ,
2005, among Sprint and the stockholders of the Company who are the
initial parties
thereto.’’

(c) Section
3(A) of the Rights Agreement is amended to add the following sentence
at the end
thereof:

‘‘Notwithstanding anything
in this Agreement to the contrary, a Distribution Date shall not be
deemed to have occurred as the result of (i) the announcement of the
Merger, (ii) the execution of the Merger Agreement, (iii) the
consummation of the Merger or of the other transactions contemplated by
the Merger Agreement or (iv) the execution of the Stockholders
Agreement or the exercise of any rights or performance of any
obligations
thereunder.’’

(d) The
first sentence of Section 7(A) of the Rights Agreement is amended to
read in its entirety as follows (for the avoidance of doubt, the
remainder of such Section 7(A) is not amended hereby and shall remain
in force as written):

‘‘Subject to
Section 7(E), the registered holder of any Rights Certificate may
exercise the Rights evidenced thereby (except as otherwise provided
herein, including, without limitation, the restrictions on
exercisability set forth in Section 9(C), Section 11(A)(iii), Section
23(A) and Section 24(B)) in whole or in part at any time after the
Distribution Date upon surrender of the Rights Certificate, with the
form of election to purchase and the certificate on the reverse side
thereof duly executed, to the Rights Agent at the office or offices of
the Rights Agent designated for such purpose, together with payment of
the aggregate Purchase Price for the total number of one
one-thousandths of a share of Preferred Stock (or other securities,
cash or other assets, as the case may be) as to which such surrendered
Rights are then exercisable and an amount equal to any applicable tax
or governmental charge, at or prior to the earliest of (i) the Final
Expiration Date, (ii) the Redemption Date, (iii) the expiration of the
Rights pursuant to Section 13(D) or (iv) the Effective Time (as defined
in the Merger Agreement) (the earliest of (i), (ii), (iii) and (iv)
being herein referred to as the ‘‘Expiration
Date’’).

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(e) Section 25(B)
of the Rights Agreement is amended to add the following sentence at the
end thereof:

‘‘Notwithstanding
anything in this Agreement to the contrary, the Company shall not be
obligated to provide any notice pursuant to this Section 25(B) as a
result of (i) the announcement of the Merger, (ii) the execution of the
Merger Agreement, (iii) the consummation of the Merger or of the other
transactions contemplated by the Merger Agreement or (iv) the execution
of the Stockholders Agreement or the exercise of any rights or
performance of any obligations
thereunder.’’

Section 2. Full Force and
Effect. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment, and
the Rights Agreement, shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

Section
3. Governing Law. This Amendment shall be deemed to be
a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws
of such State applicable to contracts to be made and performed entirely
within the State.

Section 4. Execution in
Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

Section
5. Certification. The officer of the Company executing
this Amendment on behalf of the Company hereby certifies on behalf of
the Company that this Amendment complies with the terms of Section 27
of the Rights Agreement.

Section 6. Ratification,
Adoption and Approval. In all respects not inconsistent with the
terms and provisions of this Amendment, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and delivering
this Amendment, the Rights Agent shall be entitled to all the
privileges and immunities afforded to the Rights Agent under the terms
and conditions of the Rights
Agreement.


[SIGNATURE PAGE TO
FOLLOW]


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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the day and year first
above written.


		ALAMOSA HOLDINGS,
INC.





		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title: Chief Executive
Officer





		MELLON INVESTOR SERVICES LLC,
as Rights
Agent





		By:  /s/ Joan B.
Martin

        Name: Joan B.
Martin
        Title: Client Relationship
Executive




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