SPRINT SPECTRUM L.P.

                   1997 LONG-TERM INCENTIVE COMPENSATION PLAN
                             REVISED AMENDMENT No. 1

On or  about  February  20,  1998,  pursuant  to  the  authority  vested  in the
Compensation   Committee,   the  Compensation  Committee  agreed  to  amend  the
Termination  and Normal  Exercise  provisions  of the 1997  Long-Term  Incentive
Compensation  Plan. No other provisions or terms of that Plan have been modified
or terminated.

TERMINATION  (as amended)

Vesting provisions upon termination are as follows:

 Death or 
 Long Term Disability:        Immediate vesting and  payment  of  all  unvested 
                              units, will be valued based upon the July 1st 
                              valuation immediately preceding the date of death
                              or disability.  If death or company approved long
                              term  disability  occur on or after 7/1 but before
                              the results  of the  valuation  for that Plan year
                              are  available, payment will not be made until the
                              current Plan year valuation result is available.

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

 Involuntary Separation       Vested units will be exercised immediately or as
 Without Cause, Transfer      soon as  possible  following  termination  date.  
 to a Partner, Reassign-      Participants  who  assume  a  non-participating 
 ment to a Non-               position or transfer to  a  partner  may  exercise
 participating Position,      vested units upon transfer or reassignment,OR hold
 Constructive Discharge       and exercise as soon as practicable after the next
 (not involving Change of     valuation.  Management discretion will govern with
 Control):                    respect to vested and unvested units in such cases

                              If termination, transfer to partner or non-
                              participating position occur on or after 7/1 but 
                              before the results of the valuation for that Plan 
                              year are available, payment will not be made until
                              the  current   Plan   year  valuation  result  is 
                              available.
                    

 Voluntary Termination:       Vested units will be exercised at termination  and
                              will be valued based upon the July 1st  valuation
                              immediately preceding the date of termination.  If
                              termination  occurs on or after 7/1 but before the
                              results of the  valuation for  that Plan  year are
                              available, payment will  not be  made until  the
                              current Plan year valuation result is available.

 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 units' expiration date. For purposes of  this
                              Plan,  the  minimum  retirement age is 55 and 10 
                              years of credited service.


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NORMAL EXERCISE (as amended)

Vested  units  may be  exercised  within  45  days  following  the  most  recent
valuation.  The normal  exercise  period is then closed until the 45-day  period
after  the  next  available  valuation,  which  is to be  concluded  as  soon as
practicable after June 30th of each year.

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