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

NTELOS Holdings Corp. (the "Company") paid a portion of 2012 bonus and incentive plan payments to its employees on December 31, 2012, including to its named executive officers. Making these partial payments during calendar year 2012 allows the Company to maximize corporate income tax deductions for 2012, thereby ensuring that it will be able to use certain corporate income tax benefits in a prior year that may otherwise have been lost.

On December 28, 2012, the Compensation Committee of the Company (the "Committee") certified and approved partial incentive payments to the Company's named executive officers, after reviewing the Company's consolidated financial results for a portion of 2012 and considering the Company's 2012 full year targets under the Company's 2012 Team Incentive Plan ("TIP") as described in the Company's proxy statement for the 2012 Annual Meeting of Stockholders. The following amounts were approved and paid:

James A. Hyde, President and Chief Executive Officer, $555,234

Stebbins B. Chandor Jr., Executive Vice President, Chief Financial Officer and Treasurer, $180,569

Conrad J. Hunter, Executive Vice President and Chief Operating Officer, $185,523

Brian J. O'Neil, Executive Vice President, General Counsel and Secretary, $133,084

Robert L. McAvoy Jr., Senior Vice President - Engineering and Operations, $101,074

The Committee will review full year 2012 consolidated financial results and it is anticipated that the Committee will certify and approve additional payments under the TIP in the first quarter of 2013.

---