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,
Parent desires assistance from Steven Richardson
(‘‘Employee’’) in managing issues within
the scope of Employee’s current position with Alamosa resulting
from the transition following the merger of AHI Merger Sub Inc. and
Alamosa (the ‘‘Merger’’), and Employee
desires to provide such assistance;

WHEREAS, Employee’s
agreement to assist in managing issues within the scope of
Employee’s current position resulting from the transition
following the Merger was an inducement to Parent to enter into the
Merger Agreement;

WHEREAS, 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. The Employment Agreement is hereby amended
to delete existing Section 1(n)(vii) of the Employment Agreement and
add a new Section 1(n)(vii) as
follows:

(vii) any determination
by Employee after the occurrence of a Change of Control that Good
Reason exists (which determination shall be final and conclusive);
provided, however that Employee shall not have a right to resign for
Good Reason during the ninety (90) day period beginning on the date
which includes the Effective Time.

3. 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 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 benefits as Alamosa in good faith
deems proper under the circumstances with respect to any such 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 the Employment
Agreement to pay any tax which is due under Section 409A of the Code on
any payment made to or on behalf of Employee, and Employee expressly
waives any right he might otherwise have to the payment of any such tax
by Alamosa.

4. 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).

5. 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/ David Sharbutt

CEO





		EMPLOYEE





		/s/ Steven
Richardson

Steven
Richardson