AMENDMENT
NO. 2 TO JANUARY 1, 2005
EMPLOYMENT
AGREEMENT


WHEREAS, Sprint Nextel Corporation and Alamosa
Holdings, Inc., a Delaware corporation
(‘‘Alamosa’’) are entering into an
Agreement and Plan of Merger to be dated as of November 21, 2005, by
and among Sprint Nextel Corporation, a Kansas corporation
(‘‘Parent’’), AHI Merger Sub Inc., a
Delaware corporation and wholly owned subsidiary of Parent, and Alamosa
(the ‘‘Merger Agreement’’);

WHEREAS,
David E. Sharbutt (‘‘Employee’’) and
Alamosa desire to amend the Employment Agreement by and between Alamosa
and the Employee that was made and entered into as of January 1, 2005
and was amended subsequently by Amendment No. 1 to January 1, 2005
Employment Agreement (together, the ‘‘Employment
Agreement’’) to avoid the imposition of additional income
or other taxes pursuant to § 409A of the Internal Revenue
Code of 1986, as amended (the ‘‘Code’’) on
any payments made or benefits provided by Alamosa or Parent to
Employee; and

NOW THEREFORE, Alamosa and Employee hereby agree to
this amendment (the ‘‘Amendment’’) to the
Employment Agreement.

1. This Amendment shall be effective
as of the Effective Time (as such term is defined in the Merger
Agreement).

2. Alamosa and Employee agree that no payments
that are payable as a result of Employee’s termination of
employment shall be made under the Employment Agreement until the date
which is six (6) months after the date Employee has a
‘‘separation from service’’ (within the
meaning of §409A of the Code) or the date of his death,
whichever comes first; provided, however, if Employee requests that the
Employment Agreement be further amended to specify a date on which
payments shall be made, Alamosa shall enter into such amendment subject
to the condition that entering into such amendment shall in no way
whatsoever constitute a bar to Alamosa effecting such tax withholding
and reporting of the compensation as Alamosa in good faith deems proper
under the circumstances with respect to any such payments.
Notwithstanding the foregoing, Alamosa shall make any excise tax
gross-up payment as required by Section 10 of the Employment Agreement
and shall not delay any of the benefits to be provided under Section
9(d)(ii)(D) and Section 9(d)(ii)(E) of the Employment Agreement, but
Alamosa shall retain the right to effect such tax withholding and
reporting of any such payment or benefits as Alamosa in good faith
deems proper under the circumstances with respect to any such payment
or benefits. Alamosa before the Effective Time shall establish a
‘‘rabbi trust’’ substantially in the form
of the trust described in IRS Revenue Procedure 92-64 and immediately
prior to the Effective Time shall make an irrevocable contribution to
such trust equal to the sum of all cash payments which otherwise would
have been made to Employee as of the Effective Time absent this
Amendment and shall provide in such trust that such contribution shall
only be used to satisfy Alamosa’ obligations to Employee under
the Employment Agreement. Any interest earned in the trust from and
after the date of Employee’s termination of employment which is
allocable to the contribution made on behalf of Employee to the trust
shall accrue to the benefit of the Employee after deducting (1)
Employee’s share of Alamosa’s expenses to establish and
maintain the trust and (2) the taxes paid by Alamosa on such earnings,
each as reasonably determined by Alamosa on a consistent basis with
respect Employee and each other similarly situated employee for whom a
contribution is made to the trust immediately prior to the Effective
Time. Finally, Employee agrees that Alamosa shall have no obligation
under Section 10 of the Employment Agreement to pay any tax which is
due under Section 409A of the Code on any tax gross-up payment required
under Section 10, and Employee expressly waives any right he might
otherwise have to the payment of any such tax.

3. Alamosa
and Employee agree that Employee shall assist while employed
under the Employment Agreement in preparing and completing any filings
with any governmental agency, including by
signing representation letters and certificates Parent or
Alamosa deems necessary for such filing (to the extent Employee is
legally able to sign such letters and
certificates).

4. Except as amended by this Amendment, the
Employment Agreement is hereby confirmed in all
respects.








IN WITNESS WHEREOF, the Alamosa and
Employee have duly executed this Amendment as of November 21,
2005.


		ALAMOSA HOLDINGS, INC.





		By: /s/
Kendall Cowan

Chief Financial Officer





		EMPLOYEE





		/s/ David E.
Sharbutt

David E. Sharbutt