LEAP WIRELESS INTERNATIONAL, INC.
EXECUTIVE OFFICER DEFERRED STOCK PLAN
Leap Wireless International, Inc., a Delaware corporation (the "Company"), by resolution of its Board of
Directors (the "Board"), previously adopted The Leap Wireless International, Inc. Executive Officer Deferred
Stock Plan (the "Plan") for the benefit of the executive officers of the Company.
In order to make certain changes to the Plan, this First Amendment to the Plan has been adopted by the Board,
effective as of December 9, 1999. This First Amendment, together with the Plan, constitutes the Plan in its
1. The second paragraph of the introduction to the Plan is hereby amended to read in its entirety as follows:
The Plan is a nonqualified deferred compensation plan pursuant to which twenty-five (25%) of an executive
officer's Bonus (as defined herein) will be deferred and converted into Share Units (as defined herein) credited to
the officer's account under the Plan. Share Units will represent the right to receive shares of the Company's
Common Stock, par value $0.0001 per share ("Common Stock"), in accordance with the Plan. The Plan also
provides that an executive officer may elect to defer all or any portion of the remainder of such executive officer's
Bonus and that the amounts deferred at the election of an executive officer will be converted into Share Units
credited to the officer's account under the Plan. Finally, the Plan provides for additional Share Units that will be
credited to the executive officer's account under the Plan, determined based on the executive officer's Bonus
deferrals pursuant to the Plan. The Plan provides that the Share Units credited to an executive officer's account
will be distributed to such executive officer upon the earlier of the date or dates designated by the officer or the
officer's retirement, death, Disability (as defined herein) or other termination of employment.
2. Section 1.19 of the Plan is hereby amended to read