Preview | Change of Control Severance Plan |

1. General Statement of Purpose. The Board of Directors (the ?Board?) of NII Holdings, Inc. (the ?Company?) has considered the effect a change of control of the Company may have on key management employees of the Company and its subsidiaries. Given the level of acquisition and change of control activity in today?s business environment, the Board recognizes and understands the concerns such employees have for their careers. The possible occurrence of a change of control transaction may cause key management employees to consider major career changes in an effort to assure financial security for themselves and their families. The Board believes it is imperative to diminish the inevitable distraction of key management employees by virtue of the personal uncertainties and risks created by pending or threatened change of control and to encourage the full attention and dedication of those employees to the Company currently and in the event of any threatened or pending change of control, and to provide the Company?s key management employees with compensation and benefit arrangements upon a change of control which ensure that the compensation and benefit expectations of those employees will be satisfied and which are competitive with those of comparable companies.

The Board recognizes that the possibility of a change of control exists and desires to assure itself of both the present and future continuity of management, desires to establish certain severance benefits for certain of its employees applicable in a change of control, and wishes to ensure that such employees are not practically disabled from discharging their duties in respect of a proposed or actual transaction involving a change of control.

2. Effective and Termination Dates. The Plan shall be effective as of July 23, 2003 (the ?Effective Date?). The Plan will automatically terminate when all benefits payable hereunder have been paid.

3. Definitions. Where the following words and phrases appear in the Plan, they shall have the respective meanings set forth below:

(a) ?Accrued Benefits? means Base Salary, Equity Compensation and other cash or non-cash benefits earned, vested, or accrued prior to a Covered Employee?s termination under Section 4(b), as well as reimbursement for reasonable and necessary business expenses incurred by a Covered Employee prior to termination under Section 4(b) and in accordance with the Company?s applicable expense reimbursement policies.

(b) ?Base Salary? means, with respect to each Covered Employee, the annual base salary, exclusive of any bonus, special pay (including any retention pay) or other benefits he or she may receive, but without giving effect to any salary reductions authorized by the Covered Employee under any qualified or non-qualified deferred compensation plan of an Employer, in effect (i) on the date immediately preceding the date of the relevant Change of Control or (ii) on the date of the Covered Employee?s termination of employment with his or her Employer, whichever is the highest.

(i) conviction of a felony involving an intentional act of fraud, embezzlement or theft in connection with his employment with an Employer;

(ii) intentional wrongful damage to property, contractual interests or business relationships of an Employer; or

(iii) intentional wrongful disclosure of secret processes or confidential information of an Employer in violation of any agreement with or policy of the Employer.

For purposes of the Plan, no act or failure to act on the part of the Covered Employee shall be deemed ?intentional? if it was due primarily to an error in judgment or negligence, but shall be deemed ?intentional? only if done or omitted to be done by the Covered Employee not in good faith and without reasonable belief that his action or omission was in the best interest of his or her Employer. Nothing herein will limit the right of the Covered Employee or his beneficiaries to contest the validity or propriety of any such determination.

(d) ?Change of Control? means the occurrence of any of the following events:

(i) The Company is merged or consolidated or reorganized into or with another company or other legal entity, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then outstanding securities of such resulting company or entity immediately after such transaction is held directly or indirectly in the aggregate by the holders of voting securities of the Company immediately prior to such transaction, including voting securities issuable upon the exercise or conversion of options, warrants or other securities or rights; or

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