Each Non-Employee Director will receive (collectively, the “Board Meeting Fees”):

$2,000 for each Board meeting that such Non-Employee Director attends in person; and

$1,000 for each Board meeting that such Non-Employee Director attends by telephone.

Board Meeting Fees will only be paid with respect to any given Board meeting if (x) a quorum was in attendance at such meeting and (y) minutes are recorded at such meeting.

For purposes of this Plan, any series of Board meetings taking place on the same day and lasting in the aggregate less than four (4) hours will be deemed one and the same Board meeting for purposes of Board Meeting Fee payment.

Each Non-Employee Director that is a member of the Audit Committee, Finance and Planning Committee, Compensation Committee and/or Nominating and Corporate Governance Committee of the Board (collectively, the “Standing Committees” and each individually a “Standing Committee”) will receive with respect to any Standing Committee of which such Non-Employee Director is a duly elected member (collectively, the “Standing Committee Fees”):

$2,000 for each such Committee meeting that such Non-Employee Director attends in person; and

$1,000 for each such Committee meeting that such Non-Employee Director attends by telephone.

The fees described in Section 2.2(a) will be paid in cash and will be paid once every fiscal quarter in arrears.

Standing Committee Fees will only paid with respect to any given Standing Committee meeting if (x) a quorum is in attendance at such meeting and (y) minutes are recorded at such meeting.

For purposes of this Plan, any series of Standing Committee meetings for the same Standing Committee taking place on the same day and lasting in the aggregate less than four (4) hours will be deemed one and the same Standing Committee meeting for purposes of payment of Standing Committee Fees.

Non-Employee Directors who are members of a Bidding Committee will receive a flat $10,000 fee to be paid at the end of the fiscal quarter in which the auction for which the Bidding Committee was formed ends.

The provisions of subsection (a) above represent the sole compensation provided for participation on a Bidding Committee and no Non-Employee Director will receive any other payments or other compensation under any other provision of this Plan in connection with such participation.

Each Non-Employee Director will receive an annual retainer (“Annual Retainer”). The amount of the Annual Retainer payable to a given Non-Employee Director will be equal to the following, as modified by the remainder of this Article III:

$40,000; plus

either:

$10,000, if, during the year to which such Annual Retainer relates, such Director serves as the Chairman of the Finance and Planning Committee, Compensation Committee and/or Nominating and Corporate Governance Committee; or

$30,000, if, during the year to which such Annual Retainer relates, such Director serves as the Chairman of the Audit Committee.

The Annual Retainer paid to each Non-Employee Director will be paid in cash.

If a Non-Employee Director is a Director at the beginning of a calendar year relating to an Annual Retainer, then said Non-Employee Director’s Annual Retainer for such calendar year will be paid in full on or before January 31 of such calendar year.

If a Non-Employee Director is not a Director at the beginning of a calendar year relating to an Annual Retainer, but becomes a Director during the course of that calendar year, said Non-Employee Director’s Annual Retainer will be paid in full on or before the end of the fiscal quarter in which such Director became a Director.

Annual Retainers paid in accordance with subsection (b) above will be reduced by the following percentages:

0% if said Non-Employee Director’s becomes a Director on or before March 31;

25% if said Non-Employee Director’s becomes a Director on or before June 30 but after March 31;

50% if said Non-Employee Director’s becomes a Director on or before September 30 but after June 30; and

75% if said Non-Employee Director’s becomes a Director on or after October 1.

If a Non-Employee Director is a Director during a calendar year relating to an Annual Retainer, but subsequently ceases to be a Director during the course of that calendar year, and subsequently becomes a Director again during the course of that calendar year, then:

said Non-Employee Director’s Annual Retainer for said calendar year will be paid in full pursuant to the provisions of subsection (a) and (b) above; and

said Non-Employee Director’s Annual Retainer for the following calendar year will be reduced by 25% for each full fiscal quarter the Director was absent from the Board during the preceding calendar year, provided that no such reduction will be imposed for periods of absence previously triggering reductions under subsection (c) above.

If a Non-Employee Director is not a chairman of a Standing Committee at the beginning of a calendar year relating to an Annual Retainer, but becomes such a chairman during the course of that calendar year, then the portion of such Non-Employee Directors’ Annual Retainer attributable to his or her service as chairman of such Standing Committee will be paid in accordance with subsection (b) and reduced in accordance with subsection (c). If such Non-Employee Director is a chairman of such a Standing Committee during a calendar year relating to an Annual Retainer, but subsequently ceases to be such a chairman during the course of that calendar year, and subsequently becomes a chairman again during the course of that calendar year, then the portion of such Non-Employee Directors’ Annual Retainer attributable to his or her service as chairman of such Standing Committee will be paid in accordance with subsection (d).

an initial grant of Options (the “Initial Option Grant”) to purchase 33,600 shares of Common Stock upon the Director first becoming a member of the Board, with an exercise price equal to the Common Stock’s closing price on the New York Stock Exchange (“NYSE”) on the grant date; and

an annual grant of Options (each an “Annual Option Grant”) to purchase 16,800 shares of Common Stock, with an exercise price equal to the Common Stock’s closing price on the NYSE on the grant date.

Initial Grants

Annual Grants

Annual Option Grants and Annual Restricted Stock Grants will be made at the same time the Company makes annual grants to its employees and officers under an applicable Equity Plan.

A Non-Employee Director who becomes a director after January 1 of a given calendar year will receive an Annual Option Grant and an Annual Restricted Stock Grant for such calendar year at the first scheduled Board meeting following the end of the fiscal quarter in which such Director becomes a Director.

Under no circumstances will the Company make any Option grants or Restricted Stock grants during a “Blackout Period” as defined in the Company’s Policy on the Prevention of Insider Trading and Misuse of Confidential Information of MetroPCS Communications, Inc. and its Subsidiaries, as amended from time to time. Any Option grant or Restricted Stock grant that would otherwise be scheduled during such a Blackout Period will be made as soon as practicable after the expiration of the Blackout Period.

Option grants made under this Plan will commence vesting (i) on the grant date and will vest rateably on a monthly basis over a three (3) year period beginning on the Option grant date such that one thirty-sixth (1/36) of the Options will vest on each one month anniversary of such grant date.

Annual Restricted Stock Grants made under this Plan will commence vesting on the grant date and will vest ratably on a quarterly basis over a three (3) year period beginning on the completion of each quarter of service, such that one-twelfth (1/12) of the Annual Restricted Stock Grant will vest in successive equal quarterly installments.

Notwithstanding anything in this Plan to the contrary, no Options or Restricted Stock will vest or become exercisable after a Director’s cessation of service with the Company.

All Options granted under this Plan will have an Option Expiration Date (as defined in the Equity Plan) of ten years from the grant date.