SPRINT SPECTRUM L.P.

                      LONG-TERM INCENTIVE COMPENSATION PLAN
                                Approved 11/5/96

GENERAL

PLAN EFFECTIVE DATE AND OBJECTIVES

This  plan is  effective  July 1,  1995,  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

DEFINTIONS

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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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Discounted Initial Unit       80 percent of the initial unit value ($30.00) when
Value                         computing the value of the unit at the time of
                              exercise by a participant.  The individual parti-
                              cipant benefits, since unit appreciation for a 
                              given period is based upon $24.00 rather than
                              $30.00.

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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.
--------------------------- ----------------------------------------------------


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.

INTRODUCTORY TERM

GENERAL

The Introductory  Term of the Long-Term  Incentive  Compensation  Plan spans the
period beginning on July 1, 1995 and ending on June 30, 1996.

The  Introductory  Term  provides  all eligible  participants  with an on-target
payment (100%) of the 1995 long-term incentive target based upon Plan membership
as of  July 1,  1995,  or  prorated  to  reflect  the  date of Plan  membership,
whichever is later. In no case will more than 12 months of Plan membership (July
1, 1995 through June 30, 1996) be credited.

All employees occupying a participating position (Director level or above) on or
before June 1, 1996, are eligible to participate in the Introductory Term.

Payout for the Introductory  Term will be deferred until July 1, 1998. No payout
will be made to  participants  who: 1) exercise the  conversion  options for the
entire  amount  due under  this  portion  of the  program,  2) are not  actively
employed by Company or a partner  organization as of the date of payment,  or 3)
have separated from  employment  for reasons other than death,  disability,  job
elimination, constructive discharge or change of control.




CONVERSION

Within 30 days following a formal  offering,  a long-term plan  participant  may
elect to convert  certain  Introductory  value to  Appreciation  Units under the
terms and conditions of those units effective as of July 1, 1996.

Participants who qualify for the conversion may elect to convert either one-half
(1/2)  or all of the  Introductory  value to such  units.  Should  the  one-half
election apply, the remaining half will be included in the payout deferred until
July 1, 1998.

The Company will match any converted amount at the 50 percent level.  This match
will be added to the long-term  incentive  opportunity  for purposes of the 1996
Unit Appreciation grant.

Any converted  values  (including  the 50 percent  Company match) will be vested
according  to the  vesting  schedule  which is  applicable  to all other  units.
Termination  provisions and all other provisions affecting the unit appreciation
portion of this plan will also apply.

1996 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  between units, and participants derive no
value 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.

UNIT STRUCTURE

A phantom unit structure  will be created with an initial value of $30.00.  This
structure  will be based upon the fair  market  value of  partnership  equity in
SPRINT PCS. The valuation  will be performed by two  appraisers  selected by the
Company.

At the end of each Plan year, an appraisal  based upon a methodology  consistent
with the initial  valuation  will be  conducted  by  independent  appraisers  to
determine the current value of the Company.  The appraised value will be divided
by the number of total units to derive the current value.  The current value can
be compared to the initial unit value,  or any other prior unit value,  in order
to  determine  the  change in the value of the units as of the time at which the
comparison is made.

Additional equity  contributions  will 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 are as follows:

     Normal Grant Positions:  All other individuals who occupy participating
                              positions on or before April 1, 1997.

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

TARGET OPPORTUNITY

Each participant will have an annualized long-term incentive target.


DETERMINATION OF UNIT GRANTS AND EXERCISE PERIOD

The number of unit grants to a given participant will be determined by dividing 
the annualized target 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 8 percent.

The effective date of normal unit grant for all Plan  Participants  will be July
1, 1996.  Units are exerciseable  through June 30, 2006,  according to the terms
and conditions of the plan.

Unit  appreciation  is targeted at a compounded  rate of 10 percent per year for
the 10 year  period.  Targeted  final  value of the unit is $77.81  based upon a
beginning unit value of $30.00.

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  Discounted  Initial  Unit  Value
($24.00).

NORMAL GRANTS

Normal unit grants will be based upon the annualized  incentive  opportunity and
any  additional  amount,  including  conversion  incentives,  converted from the
Introductory Term.

Normal unit grants will cover the period beginning July 1, 1996, and ending June
30, 1997.

PRO RATA PARTICIPATION

Individuals who assume eligible  positions after July 1, 1996 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.

No units,  however,  will be issued to individuals  who would  otherwise  assume
participation status on or after the following dates:

         Normal Grant:     April 1, 1997

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, 2006).

VESTING SCHEDULE

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

         Second Anniversary of grant      (7/01/1998)                25% vested
         Third Anniversary of grant       (7/01/1999)                50% vested
         Fourth Anniversary of grant      (7/01/2000)                75% vested
         Fifth 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, 2006).

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.

   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 possible
    Without Cause, Transfer    following termination.  The most recent valuation
    to a Partner, Reassign-    prior to the termination will apply. As a general
    ment to a Non-             guideline, participants who assume a non-
    participating Position,    participating position or transfer to a partner 
    Constructive Discharge     may exercise vested units upon transfer or
    (not involving change      reassignment or at the time the next valuation is
    of control):               available. Management discretion will govern with
                               respect to vested and unvested units in such 
                               cases.
          

   Voluntary Termination:     Vested units will be exercised at termination,
                               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 retirement requirement 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 1996 (including pro rata grants) will
expire in the 45 day period following the availability of the valuation for June
30, 2006.

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.

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                              SPRINT SPECTRUM L.P.

              1996 LONG-TERM COMPENSATION PLAN OVERVIEW AND EXAMPLE


PLAN OVERVIEW

   Type:                               Long-Term Unit Appreciation Plan

   Initial Unit Value:                 $30.00 (Effective July 1, 1996)

   Basis of Company Valuation:         Annual appraisals of market value as 
                                         completed by two independent appraisers
                                         selected by the Company.

   Planned Appreciation of Units:      $77.81 (at compound 10 percent for 10 
                                         years).

   Appreciation Period:                10 years, from July 1, 1996 through
                                         June 30, 2006.

   Vesting Schedule:                   25% vested on the second anniversary of
                                         the grant
                                       50% vested on the third anniversary of 
                                         the grant
                                       75% vested on the fourth anniversary of
                                         the grant
                                       100% vested on the fifth anniversary of
                                         the grant

   Discounted Unit:                    $24.00 (80% x $30.00)

PLAN EXAMPLE

Assumptions

      -  An employee has an annualized long-term  opportunity of $40,000.  This
         employee   also  earned  a   long-term   payment  of  $12,000  for  the
         Introductory Term (July 1, 1995-June 30, 1996).

      -  The initial per unit value is $30.00.

         The planned  growth for the units is a compounded  10 percent for each
          year during the exercise period:
               Initial Price:  $30.00


<PAGE>

<TABLE>
Growth after:
<S>        <C>         <C>          <C>         <C>         <C>         <C>          <C>         <C>         <C>
 1 year    2 years     3 years      4 years     5 years     6 years     7 years      8 years     9 years     10 years
 $33.00    $36.30      $39.93       $43.92      $48.31      $53.14      $58.46       $64.30      $70.73      $77.81

Planned Unit Growth:
 
         Discounted Unit Value:     24.00 (80% x $30.00)

         Present Value Discount Rate:       8%



PLAN COMPUTATION
 
Determination of Units

The  employee's  annualized  opportunity is $40,000.  In addition,  the employee
decides to convert 1/2 of the  Introductory  Payment to units.  The total amount
converted is $6,000 (1/2 of $12,000). Since SPRINT PCS matches 50 percent of the
amount converted, the actual Introductory Term conversion value is $9,000.

The number of units  granted  is  determined  by  dividing  the total  incentive
opportunity  by the present  value  (discounted  at 8 percent)  of the  targeted
appreciation over the 10 year period.

   Targeted Incentive:        $40,000 + $9,000 = $49,000.

   Present Value of Targeted Appreciation Over 10 years:  
     $77.8123 (targeted value of unit) - $30.00 = $47.8123 (total appreciation).
                                                         

   Present Value of Total Appreciation Discounted at 8 percent for 10 years: 
     $22.1371

   Number of Units Granted:  $49,000/$22.1371 = 2214 (rounded up to the next 
                                                      higher full unit).

</TABLE>

PLAN PAYMENTS

Over the ten year  exercise  period,  the  employee  exercises 25 percent of all
units after the third year, an additional 25 percent in the fifth year,  and the
remaining 50 percent at the end of the final year (10th year). When the value of
the units is determined  at the time of exercise,  the initial value of the unit
will be discounted to $24.00, making the value of each unit greater by $6.00.



<PAGE>


This employee would receive the following payments during the period:

      Computations:

      July 1998         $6,000 (remainder of Introductory Period amount not
                            converted to appreciation units)
      After 3 years     $8,825 (.25 x 2214 units) x $39.93 3rd year unit value 
                            $24.00

At this  point,  the  employee  has been paid a value of $14,825.  The  employee
elects to exercise an  additional  25 percent  after the fifth year.  This time,
however,  the  actual  value of the  unit,  was  determined  by the  independent
valuators as $47.00, below planned appreciation of $48.31.

The computation for this period would be as follows:

      After 5 years     $12,742 (.25 x 2214 total units) x ($47.00 5th year
                             value - $24.00 (discounted initial unit value)

The employee  holds all  remaining  units until the end of the 10 year  exercise
period. This time, the units have been valued a $79.00,  slightly over plan. The
computation would be as follows:

      After 10 years    $60,830 (.50 x 2214 total units*) x ($79.00 per unit
                             value - $24.00 discount unit beginning unit value)

                              *1106 units remain because of previous rounding

      Total Payment:

     $  6,000        Term 1 amount not converted to units
        8,825        25 percent of units exercised after 3 years
       12,742        Additional  25  percent  of units  exercised  after 5 years
       60,830        Remaining (50 percent) units exercised after 10 years
     ---------   
      $88,397