(e) On November 20, 2008, the Board of Directors (the "Board") of Neutral Tandem, Inc. (the "Company") approved, and subsequently thereto the Company entered into amendments (the "Amendments") to the employment agreements with Rian Wren (Chief Executive Officer), Robert Junkroski (Chief Financial Officer), Surendra Saboo (Chief Operating Officer) and David Lopez (Senior Vice President of Sales). The Amendments were entered into in order to modify the severance benefits in the previously existing employment agreements of the executive officers to make certain technical amendments to comply with Section 409A of the Internal Revenue Code, including through amending the definition of "Change of Control" and "Good Reason" in such agreements. Under the Amendments, if any such executive officer's employment is terminated without "Cause" (as defined in the applicable Amendments) or if such executive resigns for Good Reason (as defined in the applicable Amendments), then such executive officer will be entitled to receive his then-existing base salary for 12 months from the date his employment is terminated. In addition, if Mr. Wren is terminated without Cause or if he resigns for Good Reason within 6 months of a Change of Control (as defined in his Amendment), he will be entitled to an additional 12 months of his then-existing base salary payable over the 12 month period after his separation from the Company. The foregoing severance provisions remain substantially consistent with the severance provisions in the executives' employment agreements prior to the Amendments.

In addition, the Board approved the Company's Amended and Restated 2007 Equity Incentive Plan (the "Plan"). The principal reason for amending and restating the Plan was to make certain technical amendments to comply with Section 409A of the Internal Revenue Code.

Each of the foregoing descriptions of the Amendments and the Plan is qualified by reference to the Amendments and the Plan, respectively, copies of which are filed as Exhibits 10.1 through 10.5, and are incorporated herein by reference.

(d) Exhibits

Exhibit No.   Description
10.1          Second Amendment to Employment Agreement between Neutral Tandem, Inc.
              and Rian Wren

10.2          Second Amendment to Employment Agreement between Neutral Tandem, Inc.
              and Robert Junkroski

10.3          Second Amendment to Employment Agreement between Neutral Tandem, Inc.
              and Surendra Saboo

10.4          Amendment to Employment Agreement between Neutral Tandem, Inc. and David
              Lopez

10.5          Neutral Tandem, Inc. Amended and Restated 2007 Equity Incentive Plan