(b) On December 12, 2008, Frances Brandon-Farrow resigned from the Company's Board of Directors, effective immediately. Pursuant to (1) Section 2.1(iii) of the Amended and Restated Stockholders' Agreement by and among the Company, Corvina Holdings Limited, ("Corvina"), Cortaire Limited, a company incorporated in the British Virgin Islands (together with Corvina, the "Virgin Group"), SK Telecom USA Holdings, Inc. and Sprint Ventures, Inc., previously disclosed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 28, 2008, and (2) Article II, Section 2 of the Company's Second Amended and Restated Bylaws, previously disclosed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 28, 2008, the Virgin Group may designate up to three members of the Company's Board of Directors. Prior to her resignation, Ms. Brandon-Farrow had been a Virgin Group designee.

(d) The Virgin Group has named Gordon D. McCallum as its new designee to the Board of Directors. Mr. McCallum, age 48, has been chief executive officer of Virgin Management Limited a U.K.-based management services company, since September 2005. From January 1998 to September 2005, Mr. McCallum worked at Virgin Management as its group strategy director.

(e) On December 12, 2008, the Company and its Chief Executive Officer, Daniel H. Schulman, entered into Amendment No. 1 (the "Amendment") to Mr. Schulman's Amended and Restated Employment Agreement, previously disclosed as Exhibit 10.19 to the Company's Annual Report on Form 10-K filed on March 17, 2008. The Amendment is intended to ensure that Mr. Schulman's Amended and Restated Employment Agreement complies with Section 409A of the Internal Revenue Code.

The Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1.

(d) Exhibits.

Exhibit No.      Description of Exhibit

   10.1          Amendment No. 1 to Employment Agreement between Virgin Mobile USA,
                 Inc. and Daniel H. Schulman, dated December 12, 2008