SPRINT SPECTRUM L.P.

                   1997 LONG-TERM INCENTIVE COMPENSATION PLAN


GENERAL

PLAN EFFECTIVE DATE AND OBJECTIVES

This  plan is  effective  July 1,  1997,  and will  continue  in  effect  unless
terminated as provided by program guidelines. The objectives of the plan are:

    -    to promote an "owner" orientation among key leaders;

    -    to provide for competitive levels of compensation based on superior
         Company performance;

    -    to  provide  upside  compensation  potential  similar to what would be
         available in comparable start-up situations within public and nonpublic
         ventures.


DEFINITIONS                                                        

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       TERMS                                       DEFINITION
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Appraised Value               The value of a Plan Unit based upon SPRINT PCS as
                              performed  by two independent appraisers  selected
                              by the Company. Each valuation applies to a
                              specific  point in time  and is used to determine
                              the value of Plan  Units  of a specific date.

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Board                         The Partnership Board.

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Cause                         Conduct which is detrimental to the Company or its
                              affiliates.
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Change of Control             A situation wherein any person, corporation, 
                              trust, partnership or other entity other than 
                              (i) a trustee or other fiduciary holding 
                              securities under an employee benefit plan of the
                              Company or any of its affiliates, or 
                              (ii) a current partner of the Company or any 
                              person or entity that directly or indirectly owns
                              or controls, is owned or controlled by, or is
                              under common ownership of a current partner of the
                              Company, is or becomes the owner directly or
                              indirectly of 50 percent or more of the out-
                              standing partnership interests in the Company.

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Committee                     The Compensation Committee.

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Company                       SPRINT PCS(Legal Entity - SPRINT SPECTRUM  HOLDING
                              COMPANY L.P).
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Constructive Discharge        Termination from employment as described  under a
                              constructive discharge section of an applicable
                              employment agreement.
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Disability                    Totally  disabled as determined under the Company
                              long-term disability program.
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Participant                   Any employee or class  of  employees approved by
                              the Board to be included in the Plan.
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Participating Position        A position or class of positions approved by  the
                              Board   to participate  in  the Plan.
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Unit                          An  accounting tool used to measure the base and
                              appreciated value of the Company as well  as   to
                              determine the extent to which a given participant
                              may or may not have benefited from changes in the
                              value of the Company.  Participants derive 
                              appreciation in unit value,  not in the units
                              themselves.
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Initial Unit Value            The value established for the unit(s)at the time
                              of grant.
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ADMINISTRATION

The  Partnership  Board (or  Committee,  when  authorized by the Board) shall be
responsible  for the  administration  of the Plan.  The Board's  authority  with
respect to the Plan includes, but is not limited to, the following:
  -  to interpret the Plan;
  -  to determine membership in the Plan;
  -  to amend or terminate portions of all provisions of the Plan;
  -  to establish target opportunities, Plan units and all features of the Plan;
  -  to make all other decisions it feels necessary with respect to the Plan.


1997 UNIT APPRECIATION GRANTS

GENERAL

Unit  Appreciation  Grants provide the  opportunity  for long-term  compensation
based on the  increased  value of units  granted to  participants.  Actual  plan
payouts are based on the appreciation in unit value, and participants  derive no
benefit from the units themselves.

Grants are based upon the long-term  incentive  target for each position and the
targeted  unit  appreciation  during  the  exercise  period,  according  to Plan
provisions.



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UNIT STRUCTURE

A phantom unit  structure  has been created  based upon the fair market value of
the  partnership  equity in SPRINT PCS. This value is the result of an appraisal
completed  at the end of each Plan year  based  upon a  methodology  which is as
consistent  as  practical  from  valuation  to  valuation . The  valuations  are
performed by two independent  appraisers.  The appraised value is divided by the
total number of units  generated  (not just those awarded) to derive the current
unit value. The current value is compared to the initial unit value to determine
whether or not the unit has appreciated and to what extent participants may have
benefited.

Additional equity  contributions  increase the number of units outstanding.  The
number of additional units will be derived by dividing the equity contributions,
plus an accretion rate of 10 percent per annum simple  interest,  for the period
of time from the  contribution to the next appraisal  valuation date by the most
recent unit value.

ELIGIBILITY

Eligibility requirements for 1997 unit appreciation grants are as follows:

              All other  individuals  who occupy  participating  positions on or
              before  April 1, 1998 and who have not  received  multiple  grants
              covering the period.

              (Participation in the plan will not extend below Director level.)

TARGET OPPORTUNITY

Each participant will have an annualized long-term incentive target. This target
is established as a part of compensation planning for the Company.

DETERMINATION OF UNIT GRANTS AND EXERCISE PERIOD

The number of unit grants to a given  participant will be determined by dividing
the annualized target (maybe pro rated)  opportunity by the present value of the
targeted  appreciation  for the term  during  which the units are  exerciseable.
Present  value  will be based  upon a  discount  factor  of __  percent.  [To be
determined.]

The effective date of normal unit grant for all Plan  participants  will be July
1, 1997.  Units are exerciseable  through June 30, 2007,  according to the terms
and conditions of the Plan.

Unit  appreciation  is targeted at a compounded  rate of __ percent per year for
the 10 year  period.  Targeted  final  value of the unit is ____  based  upon an
initial unit value of ____. [To be determined.]

Vested units may be exercised  according to the Plan guidelines  applying to the
exercise  period.  The value of the units exercised will be based upon the value
of the unit at the time of exercise less the initial unit value.

PRO RATA PARTICIPATION

Individuals who assume eligible  positions after July 1, 1997 may participate in
the Plan on a pro rata basis as  determined  by the date upon which they  assume
membership in the Plan. Pro rations will be computed on a per diem basis.  In no
case,  however,  may an  individual  join the Plan on or after April 1, 1998. No
additional  units,  whether  or  not  a  pro  rata  basis,  will  be  issued  to
participants  who have been granted units for the period and then have assumed a
new position having a higher long-term incentive  opportunity.  Likewise,  units
which have been  granted  will not be reduced  based  upon the  assumption  of a
participating job having a lower incentive target.

VESTING SCHEDULE

The vesting schedule for full-term participants is as follows:

         First Anniversary of grant         (7/01/1998)              25% vested
         Second Anniversary of grant        (7/01/1999)              50% vested
         Third Anniversary of grant         (7/01/2000)              75% vested
         Fourth Anniversary of grant        (7/01/2001)             100% vested

Units granted to those participating on a pro rata basis will vest on the actual
anniversary date of the grant and will expire on the expiration date applying to
full term participants (June 30, 2007).

TERMINATION

Vesting provisions upon termination are as follows:

        Death or Disability:         Immediate  vesting of all unvested units.
                                      Immediate exercise of all vested units 
                                      based upon the most recent valuation.

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        Change of Control:           Immediate  vesting of all unvested units.
                                      Immediate exercise of all vested units
                                      based upon a valuation  performed as of
                                      the time of change of control.

        Involuntary Separation      Vested units will be exercised as soon as 
        Without Cause, Transfer      possible following termination.  The most 
        to a Partner, Reassignment   recent valuation prior to the termination
        to a Non-participating       will apply. As a general guideline,  
        Position, Constructive       participants who assume a non-participating
        Discharge(not involving      position or transfer to a partner may
        Change of Control):          exercise vested units upon transfer or 
                                     reassignment or at the time the next 
                                     valuation is available.  Management  
                                     discretion will govern with respect to
                                     vested and unvested units in such cases.
                  
          
  
        Voluntary Termination:      Vested units will be exercised at termin-
                                     ation, according to the most recent 
                                     valuation.

        Discharge for Cause:        All units, vested and unvested, are 
                                     terminated and cannot be exercised upon 
                                     separation.

        Retirement:                 Vested units may be exercised in the five 
                                     year period following retirement, but not 
                                     later than the expiration date.  For  
                                     purposes of this Plan, the minimum retire- 
                                     ment is age 55 and 10 years of credited
                                     service. 

NORMAL EXERCISE

Vested  units  may be  exercised  within  45 days  following  the  most  current
valuation.  The normal  exercise  period is then closed until the 45-day  period
following the next available valuation.

All units, vested or nonvested, granted in 1997 (including pro rata grants) will
expire in the 45 day period following the availability of the valuation for June
30, 2007.

PLAN PAYMENTS

Payments  may be made in cash or, in the event the Company  issues  stock to the
public during the term of this Plan,  payment may be made in cash, Company stock
or a combination of cash and Company stock.

The Company is entitled to withhold from Plan  payments any amounts  required to
be withheld under applicable state and federal laws. The Company may also offset
any amounts a Participant may owe to the Company from any amounts due under this
Plan.

Participants  and designated  beneficiaries  may not assign  benefits under this
Plan.

OTHER CONSIDERATIONS

This Plan is not a promise of continued employment to any participant.

Questions  about  the  Plan  may  be  directed  to the  participant's  immediate
supervisor or to the Human Resources Department.