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91
(2) Exhibits
Exhibit No. Description
2.1(a) Agreement and Plan of Merger, dated as of April 6, 2004, by and among MetroPCS Communications,
Inc., MPCS Holdco Merger Sub, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(a) to MetroPCS
Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793) filed on
January 4, 2007, and incorporated by reference herein).
2.1(b) Agreement and Plan of Merger, dated as of November 3, 2006, by and among MetroPCS Wireless, Inc.,
MetroPCS IV, Inc., MetroPCS III, Inc., MetroPCS II, Inc. and MetroPCS, Inc. (Filed as Exhibit 2.1(b)
to MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793)
filed on January 4, 2007, and incorporated by reference herein).
3.1 Third Amended and Restated Certificate of Incorporation of MetroPCS Communications, Inc. (Filed as
Exhibit 3.1 to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration Statement on
Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by reference
herein).
3.2 Fourth Amended and Restated Bylaws of MetroPCS Communications, Inc. (Filed as Exhibit 3.1 to
MetroPCS Communications, Inc.'s Current Report on Form 8-K on March 18, 2011 and incorporated
by reference herein).
4.1 Form of Certificate of MetroPCS Communications, Inc. Common Stock. (Filed as Exhibit 4.1 to
Amendment No. 4 to MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC
File No. 333-139793) filed on April 3, 2007, and incorporated by reference herein).
4.2 Rights Agreement, dated as of March 29, 2007, between MetroPCS Communications, Inc. and
American Stock Transfer & Trust Company, as Rights Agent, which includes the form of Certificate of
Designation of Series A Junior Participating Preferred Stock of MetroPCS Communications, Inc. as
Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights as Exhibit C (Filed as
Exhibit 4.1 to MetroPCS Communications, Inc.'s Current Report on Form 8-K filed on March 30,
2007, and incorporated by reference herein and filed as Exhibit 10.2 to MetroPCS Communications,
Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793) filed on April 11, 2007, and
incorporated by reference herein).
10.1(a)** Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc. (Filed as Exhibit 10.1(d) to
MetroPCS Communications, Inc.'s Registration Statement on Form S-1 (SEC File No. 333-139793)
filed on January 4, 2007, and incorporated by reference herein).
10.1(b)** First Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
(Filed as Exhibit 10.1(e) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1
(SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
10.1(c)** Second Amendment to the Second Amended and Restated 1995 Stock Option Plan of MetroPCS, Inc.
(Filed as Exhibit 10.1(f) to MetroPCS Communications, Inc.'s Registration Statement on Form S-1
(SEC File No. 333-139793) filed on January 4, 2007, and incorporated by reference herein).
10.2** Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan
(Filed as Exhibit 10.1(a) to Amendment No. 2 to MetroPCS Communications, Inc.'s Registration
Statement on Form S-1/A (SEC File No. 333-139793) filed on February 27, 2007, and incorporated by
reference herein).
10.3** MetroPCS Communications Inc. 2010 Equity Incentive Compensation Plan (Filed as Annex A to
MetroPCS Communications, Inc. Definitive Proxy Statement for the 2010 Annual Meeting of
Stockholders filed on Schedule 14A with the Commission on April 19, 2010, and incorporated by
reference herein).
10.4** Form of Officer and Director Indemnification Agreement (Filed as Exhibit 10.4 to Amendment No. 2 to
MetroPCS Communications, Inc.'s Registration Statement on Form S-1/A (SEC File No. 333-139793)
filed on February 27, 2007, and incorporated by reference herein).
10.5** MetroPCS Communications, Inc. Third Amended and Restated Non-Employee Director Remuneration
Plan, effective March 11, 2010 (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.'s Quarterly
Report on Form 10-Q filed on May 10, 2010, and incorporated by reference herein).
10.6** Form of Officer Cash Performance Award Agreement (Filed as Exhibit 10.2 to MetroPCS
Communications, Inc.'s Quarterly Report on Form 10-Q filed on May 11, 2009, and incorporated by
reference herein).
10.7** MetroPCS Communications, Inc. Severance Plan and Summary Plan Description (Filed as Exhibit 10.1
to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9, 2010, and
incorporated by reference herein).
10.8** Form Change in Control Agreement (Filed as Exhibit 10.2 to MetroPCS Communications, Inc.
Quarterly Report on Form 10-Q filed on August 9, 2010, and incorporated by reference herein).
10.9** Form Amendment to the MetroPCS Communications, Inc. Nonqualified Stock Option Agreement
relating to the MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (Filed as
Exhibit 10.3 to MetroPCS Communications, Inc. Quarterly Report on Form 10-Q filed on August 9,
2010, and incorporated by reference herein).