Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers, Compensatory Arrangements of Certain Officers.

On July 30, 2012, the Compensation Committee of the Board of Directors of NTELOS Holdings Corp. (the "Company") approved a change in compensation terms for Brian J. O'Neil in connection with his promotion to Executive Vice President, General Counsel and Secretary. Mr. O'Neil joined the Company in September 2011 as Senior Vice President, General Counsel and Secretary.

Effective August 1, 2012, Mr. O'Neil's annual base salary will be $300,000 pursuant to the terms of his employment agreement. His target award under the 2012 Team Incentive Plan, the Company's annual incentive plan, will be 60% of base salary. In connection with the promotion, the Compensation Committee also approved the grant to Mr. O'Neil of 2,456 shares of the Company's restricted common stock that vests 100% in three years from the date of grant and 21,999 options to purchase shares of the Company's common stock at an exercise price of $20.91, the closing price on the date of grant, vesting 25% annually and expiring in 10 years.

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