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Exhibit 10.1(e)


FIRST AMENDMENT TO THE SECOND AMENDED & RESTATED
1995 STOCK OPTION PLAN
OF
METROPCS, INC.

        THIS FIRST AMENDMENT is effective August 31, 2005 and is made by MetroPCS Communications, Inc., a Delaware corporation (the "Corporation").


W I T N E S S E T H:

        WHEREAS, the Corporation maintains the Second Amended & Restated 1995 Stock Option Plan of MetroPCS, Inc. (the "Plan"):

        WHEREAS, Article Three, Section III of the Plan provides that the Board of MetroPCS Communications, Inc. ("MetroPCS"), as successor to the board of MetroPCS, Inc. may amend the Plan at any time;

        WHEREAS, to enable holders of options awarded under the Plan to participate in the Offer to Purchase for Cash Outstanding Shares of Common Stock at $21.46 net per share and Outstanding Shares of Series D Convertible Preferred Stock at $23.59 net per share of Common Stock upon conversion of each share of Series D Convertible Preferred Stock and issuable upon conversion of the accumulated but unpaid dividends thereon accruing through (and including) the date on which such shares are accepted for purchase of MetroPCS Communications, Inc. by Madison Dearborn Capital Partners IV, L.P. and TA IX L.P., TA Atlantic and Pacific V L.P., TA/Atlantic and Pacific IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., and TA Investors II L.P. (the "Tender Offer"), the Board desires to amend the Plan to (a) remove the restrictions on broker-assisted exercises of options awarded under the Plan, (b) waive the rights of first refusal in favor of the Company relating to the Tender Offer, and (c) to remove the right of first refusal in favor of the Corporation in the event that certain conditions are met.

        NOW THEREFORE, the Plan is amended as set forth below:

        1.     The first sentence of Article Two, Section I.A.2 of the Plan is hereby amended to read as follows:


        2.     Article Two, Section I.F of the Plan is hereby amended in its entirety to read as follows:

        3.     Appendix A of the Plan is hereby amended to add the following defined terms:

        4.     The Corporation hereby waives the right of first refusal set forth in Article Two, Section 1.F of the Plan with respect to the sale of Common Stock in the Tender Offer.

        NOW THEREFORE, be it further provided that, except as provided above, the Plan shall continue to be read in its current state.

        IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized officer of the Corporation as of the date specified below and effective as set forth herein.

    METROPCS COMMUNICATIONS, INC., a
Delaware corporation

 

 

By:

/s/  
ROGER D. LINQUIST      
    Name: Roger D. Linquist
    Title: President & CEO
    Date: 9/1/05

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FIRST AMENDMENT TO THE SECOND AMENDED & RESTATED 1995 STOCK OPTION PLAN OF METROPCS, INC.
W I T N E S S E T H