DEFERRED COMPENSATION PLAN FOR SELECT EMPLOYEES OF ATLANTIC TELE-NETWORK, INC.

TABLE OF CONTENTS

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This DEFERRED COMPENSATION PLAN FOR SELECT EMPLOYEES OF ATLANTIC TELE-NETWORK, INC. (the “Plan”) is adopted effective December 5, 2008.  The Plan is established and maintained by the Company solely for the purpose of permitting a select group of management or highly compensated employees to accumulate funds to provide retirement income.  The Plan is intended to be unfunded for purposes of the Internal Revenue Code of 1986, as amended (“Code”), and for purposes of Title I of the Employment Retirement Income Security Act of 1974 (“ERISA”).

ARTICLE I

DEFINITIONS

Whenever used herein the following terms shall have the meanings set forth below.  Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context.  Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

1.1.           “Account” means the account maintained for each Participant that represents the Participant’s total interest in the Plan, accounted for separately as Annual Accounts for each calendar year contribution made in accordance with Section 3.1.

1.2.           “Annual Account” means the separate calendar year contribution made in accordance with Section 3.1. adjusted for any investment earnings or losses.

1.3.           “Beneficiary” or “Beneficiaries” means the individual or trust designated by the Participant on a Beneficiary Designation Form filed with the Company to receive the value of the Participant’s Account in the event of a Participant’s death following the election of cash installments as provided in Section 4.6 or to receive the death benefit provided in Section 4.3 of the Plan in the event of the Participant’s death prior to retirement or termination of employment.

1.4.           “Company” means Atlantic Tele-Network, Inc. or, to the extent provided in Section 7.5 below, any successor corporation or other entity resulting from a merger or consolidation into or with the Company or a transfer or sale of substantially all of the assets of the Company.

1.5.           “Compensation” means a Participant’s base salary.

1.6.           “Compensation Committee” means the Compensation Committee of the Board of Directors of the Company.

1.7.           “Compensation Contribution” means the amount credited to a Participant’s Account in accordance with Section 3.1 of the Plan.

1.8.           “Compensation Deferral Form” or “Form” means the written compensation deferral election filed by the Participant with the Company pursuant to the terms of the Plan.

1.9.           “Domestic Relations Order” means an order described in Section 414(p)(1)(B) of the Internal Revenue Code of 1986, as amended.

1.10.         “Investment Fund” means the fund or funds in which a Participant’s Account are deemed invested.

1.11.         “Participant” means an employee of the Company who qualifies to participate in the Plan under the Eligibility requirements of Article II of the Plan.

1.12.         “Plan Year” means the year ending December 31.

1.13.         “Valuation Date” shall mean each day on which the U.S. financial markets are open.

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ARTICLE II

ELIGIBILITY

2.1.           Eligibility.  Upon establishment of this Plan, and from time-to-time thereafter, the Compensation Committee shall determine which key employees of the Company are eligible to participate in this Plan, except that eligibility shall be limited to management employees or highly compensated employees, within the meaning of Title I of ERISA.  A Participant’s participation in the Plan may be terminated by the Compensation Committee at any time with respect to future Compensation Contributions.

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ARTICLE III

CONTRIBUTIONS

3.1.           Establishment of Participant’s Accounts .  No later than the last day of the 2008 Plan Year, the Company shall credit to the Participant’s Account a Compensation Contribution equal to 8% of the Participant’s Compensation for such 2008 Plan Year.  In addition, no later than the last day of each succeeding Plan Year ( i.e. , 2009 and after), the Company shall credit to the Participant’s Account a Compensation Contribution equal to 8% of the Participant’s Compensation for the applicable year, prorated for such Plan Year if a Participant’s participation in the Plan begins after the first day of the applicable Plan Year.  The Company may credit additional Compensation Contributions to the Participant’s Annual Account in its sole discretion and from time to time.  Such additional amounts so credited to the Participant may be smaller or larger than the amount credited to any other Participant.  Compensation Contributions shall only be made on a behalf of a Participant who is an active employee as of the day of such contribution. Notwithstanding the foregoing, the Company may, in its sole discretion, make a contribution for any Plan Year in which the Participant’s employment is terminated to the extent a Compensation Contribution has not been previously made for such Plan Year.  The amount (or the method of formula for determining the amount) of a Compensation Contribution shall be set forth in one or more documents, which shall be deemed to be incorporated into this Plan, no later than the date on which such Compensation Contribution is credited to a Participant’s Account.

3.2.           Deemed Investment of Accounts and Accounting Rules.

(a)            Investment Funds .  The Participants’ Accounts shall be deemed invested in such Investment Funds as selected in advance by the Compensation Committee, and as may be modified from time to time.

(b)            Manner and Time of Debiting Distributions.   For any Participant who receives a distribution from his Account, distribution shall be made in accordance with provisions dealing with the timing of commencement of benefit payments in Article IV.  The distribution shall be equal to or based on the fair market value of the Participant’s Account as of the Valuation Date of the distribution.

3.3.           Vesting.  A Participant will at all times be fully vested and will have a nonforfeitable interest in the balance of his Account.

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ARTICLE IV

BENEFIT PAYMENTS

4.1.           Amount of Benefit .   The benefit payable to a Participant or such Participant’s Beneficiary or Beneficiaries shall be the amount of the Participant’s Account determined in accordance with Article III of the Plan.

4.2.           Form of Distribution .  The Annual Accounts payable to a Participant under this Plan shall be paid to such Participant as a cash single sum or annual installments over a period of years, which may not exceed 15 years as the Participant elects in accordance with Section 4.6.  If the Participant elects the installment form of distributions, each annual installment will be determined by multiplying the then-current balance of the Participant’s Annual Account by a fraction, the numerator of which is one and the denominator of which is the number of years remaining in the payout period and will be treated as a separate payment in accordance with Treasury Regulation §1.409A-2(b)(2)(iii).

4.3.           Death Prior to Termination of Employment .  In the event of the Participant’s death prior to termination of employment, the benefit provided shall be a lump sum distribution to his Beneficiary.  Payment shall be made by the end of the calendar year in which his death occurs.

4.4.           Benefit Payments Upon Termination of Employment .  Except as otherwise provided herein, the benefit payable to a Participant under this Plan shall be payable following Participant’s termination of employment in accordance with Section 4.7.  In the event of a Participant’s death after termination of employment but before all of his Account has been paid to him, the lump sum distribution or the remainder of the installments due to him shall be paid to his Beneficiary at the same time it would have been paid to the Participant. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be consi