CROWN CASTLE INTERNATIONAL CORP
FORM OF SEVERANCE AGREEMENT
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<TYPE>EX-10.2
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<FILENAME>dex102.txt
<DESCRIPTION>FORM OF SEVERANCE AGREEMENT
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                                                                    EXHIBIT 10.2

                               SEVERANCE AGREEMENT

     SEVERANCE AGREEMENT, dated effective January ___, 2003 ("Commencement
Date") by and between Crown Castle International Corp. (the "Company") and
______________________________, (the "Executive").

     This Agreement sets forth the terms and conditions of contingent severance
arrangements between the Company and the Executive and cancels and supersedes
all other severance-related agreements between the parties.

I. DEFINITIONS

     For all purposes hereof, the following defined terms have the meanings set
forth below:

          1.1 "Accrued Obligations" means all (i) accrued but unpaid Base Salary
     to the Executive's Date of Termination, (ii) any earned but unpaid bonus
     (other than the Current Annual Bonus), and (iii) any benefits for which the
     Executive is eligible under the terms of any benefit Plan of the Company or
     its subsidiaries.

          1.2 "Annual Bonus" means the maximum annual bonus payable to the
     Executive for any calendar year which is coextensive with a portion of the
     Term, excluding any special or one-time bonus payments or supplements and
     excluding any Stock Options or Restricted Stock Awards.

          1.3 "Base Salary" means the greater of (i) the Executive's annual base
     salary as of the date of Executive's Qualifying Termination (without taking
     into account any reductions that constitute Good Reason) or (ii) if
     applicable, the Executive's annual base salary in effect on the date of a
     Change in Control.

          1.4 "Cause" means (i) the Executive's conviction of, or plea of guilty
     or nolo contendere to, any criminal violation involving dishonesty, fraud
     or breach of trust, or any felony which materially adversely affects the
     Company or (ii) willful engagement by the Executive in gross misconduct in
     the performance of duties owed the Company that materially adversely
     affects the Company.

          1.5 "Change in Control" has the meaning set forth on Schedule 1
     hereto.

          1.6 "Change in Control Period" means the period beginning on the date
     of a Change in Control and ending on the second anniversary of that Change
     in Control.

          1.7 "Company" means Crown Castle International Corp. and any
     successors thereto.

          1.8 "Current Annual Bonus" means the Annual Bonus for the calendar
     year with the Date of Termination that would otherwise be paid to Executive
     except for termination of employment and prorated on a daily basis from the
     beginning of the calendar year to the Date of Termination.


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          1.9 "Date of Termination" means the effective date of the termination
     of the Executive's employment with the Company and its subsidiaries (as set
     forth in the Notice of Termination, if applicable).

          1.10 "Disability" means the Executive's inability to perform the
     primary duties of Executive's position for at least 180 consecutive days
     due to a physical or mental impairment and confirmed by a medical
     examination to the Company's satisfaction.

          1.11 "Good Reason" means (i) the assignment to the Executive of any
     duties materially inconsistent with the Executive's position, authority,
     duties or responsibilities as of the date hereof or as of the date
     immediately preceding a Change in Control, if applicable, or any other
     action by the Company that results in a material diminution in such
     position, authority, duties or responsibilities; (ii) a decrease in the
     Executive's Base Salary or annual or long term bonus opportunity; (iii) a
     material reduction in any material benefits or other compensation provided
     to the Executive; or (iv) the Company requiring the Executive to be based
     at any office or location outside the Pittsburgh metropolitan area; (v) the
     Company's material failure to comply with its obligations under this
     Agreement; or (vi) the Company giving Notice (as defined in Section 2.1
     (i)). For purposes of any determination regarding the existence of Good
     Reason during the Change in Control Period, any good faith determination by
     the Executive that Good Reason exists shall be presumed to be correct
     unless the Company establishes by clear and convincing evidence that Good
     Reason does not exist.

          1.12 "Non-Qualifying Termination" means any termination of the
     Executive's employment with the Company and its subsidiaries other than a
     Qualifying Termination.

          1.13 "Normal Option Expiration Date" means the normal expiration of
     each of the Stock Options without taking into account any accelerated
     expiration date provisions relating to termination of employment, board
     membership or otherwise.

          1.14 "Notice of Termination" means a written notice of the termination
     of the Executive's employment that (i) indicates the specific termination
     provision in this Agreement relied upon, (ii) sets forth in reasonable
     detail, if applicable, the facts and circumstances claimed to provide a
     basis for termination of the Executive's employment under the provision so
     indicated and (iii) if the Date of Termination is other than the date of
     receipt of such notice, specifies the termination date. The failure by the
     Executive to set forth in the Notice of Termination any fact or
     circumstance that contributes to a showing of Good Reason shall not waive
     any right of the Executive hereunder or preclude the Executive from
     asserting such fact or circumstance in enforcing the Executive's rights
     hereunder.

          1.15 "Plan" means any plan, program, practice, arrangement or policy.

          1.16 "Plan Economic Equivalent" means (i) the costs of a reasonable
     comparable substitute Plan selected by the Executive and Company for any
     Plan which does not permit the Executive's continued participation after
     the Date of Termination plus a gross up amount for any increases in net
     income taxes to the Executive relating to such provision of a substitute
     Plan or (ii) if Executive becomes covered by another benefit Plan, the
     Company's incremental costs savings of not providing such benefits to the



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     Executive, commencing 30 days after written notice from Executive to
     terminate such benefits plus any additional reasonable Plan or benefit
     notice or termination period the Company reasonably needs to receive costs
     savings.

          1.17 "Qualifying Termination" means (i) the Company's termination of
     the Executive's employment with the Company for any reason other than for
     Cause or Disability or death or (ii) the Executive's termination of
     employment with the Company within 60 days of the occurrence of an event
     that constitutes Good Reason. A transfer of the Executive to any subsidiary
     of the Company shall not be considered a termination of employment
     hereunder.

          1.18 "Restricted Stock Awards" means restricted stock awards, phantom
     stock awards and other similar equity-based incentive compensation awards
     granted to the Executive relating to stock of the Company; provided, such
     awards exclude Stock Options.

          1.19 "Stock Options" means stock options granted to the Executive to
     acquire stock of the Company.

          1.20 Other Terms. Other capitalized term shall have the meaning
     indicated within this Agreement.

II. TERM AND POSITION

          2.1 Term. This Agreement is effective as of the Commencement Date and
     terminates on the fifth anniversary of the Commencement Date (the "Term");
     provided that, (i) beginning on the fifth anniversary of the Commencement
     Date and each anniversary thereafter (each, an "Anniversary Date") the Term
     shall be extended by 12 months unless either party provides notice (the
     "Notice") at least 60 days before any such Anniversary Date of his or its
     intent to terminate this Agreement as of such Anniversary Date, (ii) except
     as provided in (iii) below, the Term will automatically expire on the
     Executive's 65th birthday without the necessity of any notice from the
     Executive or the Company, and (iii) notwithstanding (ii) above, if a Change
     in Control occurs during the Term, this Agreement shall not expire until
     the later of (a) the expiration of the Term or (b) the end of the Change in
     Control Period.

          2.2 Position. During the Term, the Executive shall serve as
     _____________ of the Company, or such other position agreed to in writing
     by the Company and Executive.

III. TERMINATION OF EMPLOYMENT

          3.1 Termination by the Executive.

               (a) Termination for Good Reason. The Executive may terminate
          Executive's employment during the Term for Good Reason by delivering a
          Notice of Termination to the Company in accordance with Section 6.8
          within 60 days of the occurrence of the event purported to constitute
          "Good Reason" hereunder. With respect to any termination for Good
          Reason during the Change in Control Period, any good faith
          determination of "Good Reason" made by the Executive shall be
          conclusive.


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               (b) Termination Without Good Reason. The Executive may terminate
          Executive's employment during the Term without Good Reason by
          delivering a Notice of Termination to the Company in accordance with
          Section 6.8 at least 15 days prior to the effective date of such
          termination.

          3.2 Termination by the Company.

               (a) Termination for Cause. The Company may terminate the
          Executive's employment during the Term for Cause by delivering to the
          Executive in accordance with Section 6.8 a Notice of Termination and a
          copy of a resolution, duly adopted by the affirmative vote of not less
          than a majority of the entire membership of the Board of Directors of
          the Company (the "Board"), including at least 66-2/3% of those members
          of the Board who are not employees of the Company at a meeting of the
          Board called and held for the purpose (after reasonable notice to the
          Executive and an opportunity for Executive, together with counsel, to
          be heard before the Board), finding that in the good faith opinion of
          the Board, the Executive was guilty of conduct specified in the
          definition of "Cause".

               (b) Termination Without Cause. The Company may terminate the
          Executive's employment during the Term without Cause by delivering a
          Notice of Termination to the Executive in accordance with Section 6.8.

          3.3 Death or Disability. The Executive's employment shall terminate
     automatically upon the Executive's death during the Term. If the Company
     determines in good faith that the Disability of the Executive has occurred
     during the Term, it may give to the Executive a Notice of Termination in
     accordance with Section 6.8 of this Agreement. In such event, the
     Executive's employment shall terminate effective on the 30th day after
     receipt of such notice, provided that within the 30 days after such
     receipt, the Executive shall not have returned to full-time performance of
     the Executive's duties.

IV. BENEFITS UPON TERMINATION

          4.1 Qualifying Termination Not Within the Change in Control Period.
     If, during the Term, the Executive's employment with the Company and its
     subsidiaries is terminated in a Qualifying Termination and such termination
     does not occur during a Change in Control Period:

               (a) the Company shall pay to the Executive in a cash lump sum
          within 30 days after the Date of Termination, the sum of (i) all
          Accrued Obligations and (ii) the product of two times the sum of the
          Executive's Base Salary and Annual Bonus;

               (b) for two years following the Date of Termination, or such
          longer period as each Plan may provide, the Company shall continue
          medical, dental, vision, disability and death benefits to the
          Executive and the Executive's family at a level at least equal to
          those that would have been provided if the Executive's



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          employment had not been terminated under such Plan of the Company
          applicable to the Executive as of the Date of Termination (with
          payment of the Plan Economic Equivalent as to each Plan (i) that does
          not permit the Executive's continued participation or (ii) that the
          Executive becomes covered under another Plan with similar or
          comparable benefits (after 30 days notice to the Company));

               (c) all Stock Options and all Restricted Stock Awards (other than
          Restricted Stock Awards granted to the Executive on January 7, 2003
          ("2003 RSA")) held by the Executive shall become immediately vested
          and such Stock Options shall become immediately exercisable, and the
          2003 RSA held by the Executive shall continue to vest as if the
          Executive was an employee of the Company for the three year period
          after the Date of Termination ("Vesting Period");

               (d) the Company shall pay the Executive the Current Annual Bonus
          when and if annual bonuses for the year of termination are paid to
          other executive officers of the Company;

               (e) the Executive shall be entitled to fully participate in the
          Company's 401(k) plan for the calendar year with the Date of
          Termination including the Company contributions based upon
          participation or matching (with payment of the after-tax economic
          equivalent if and to the extent such is not permitted under the
          Company's 401(k) plan or by applicable law)); and

               (f) the Executive shall, as of such termination, be released by
          the Company (including its subsidiaries) from any and all claims and
          causes of action of any kind or character arising from Executive's
          employment with the Company (including its subsidiaries and any board
          membership relating to employment) and the Company shall indemnify and
          hold harmless the Executive against any such claims or causes of
          action to the extent permitted by applicable law.

          4.2 Qualifying Termination During the Change in Control Period. If,
     during the Term, the Executive's employment with the Company and its
     subsidiaries is terminated in a Qualifying Termination and such termination
     occurs during a Change in Control Period:

          (a) the Company shall pay to the Executive in a cash lump sum within
     30 days after the Date of Termination, the sum of (i) all Accrued
     Obligations and (ii) the product of three times the sum of the Executive's
     Base Salary and Annual Bonus;

          (b) for three years following the Date of Termination, or such longer
     period as each Plan may provide, the Company shall continue medical,
     dental, vision, disability and death benefits to the Executive and the
     Executive's family at a level at least equal to those that would have been
     provided if the Executive's employment had not been terminated under such
     Plan of the Company applicable to the Executive as of the Date of
     Termination (with payment of the Plan Economic Equivalent as to each Plan
     (i) that does not permit the Executive's continued participation or (ii)
     that the Executive becomes covered by another Plan with similar or
     comparable benefits (after 30 days notice to the Company));



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          (c) all Stock Options and all Restricted Stock Awards held by the
     Executive shall become immediately vested and such Stock Options shall
     become immediately exercisable.

          (d) the Company shall pay the Executive the Current Annual Bonus when
     and if annual bonuses for the year of termination are paid to other
     executive officers of the Company;

          (e) the Executive shall be entitled to fully participate in the
     Company's 401(k) plan for the calendar year with the Date of Termination
     including the Company contributions based upon participation or matching
     (with payment of the after-tax economic equivalent if and to the extent
     such is not permitted under the Company's 401(k) plan or by applicable
     law); and

          (f) the Executive shall, as of such termination, be released by the
     Company (including its subsidiaries) from any and all claims and causes of
     action of any kind or character arising from Executive's employment with
     the Company (including its subsidiaries and any board membership relating
     to employment) and the Company shall indemnify and hold harmless the
     Executive against any such claims or causes of action to the extent
     permitted by applicable law.

          Any provision in this Agreement to the contrary notwithstanding, if a
     Change in Control occurs and if the Executive's employment with the Company
     is terminated prior to the date on which the Change in Control occurs, and
     if it is reasonably demonstrated by the Executive that such termination of
     employment (x) was at the request of a third party who had taken steps
     reasonably calculated to effect the Change in Control or (y) otherwise
     arose in connection with or anticipation of the Change in Control, then for
     all purposes of this Agreement the termination of the Executive's
     employment shall be deemed to have occurred during a Change in Control
     Period.

          4.3 Non-Qualifying Termination. If the Executive's employment with the
     Company and its subsidiaries is terminated in a Non-Qualifying Termination,
     this Agreement shall terminate without further obligations to the Executive
     other than Accrued Obligations; provided, that, if the Executive's
     employment is terminated due to Executive's death or Disability, all Stock
     Options and all Restricted Stock Awards (other than the 2003 RSA) held by
     the Executive shall become immediately vested and exercisable, and the 2003
     RSA held by the Executive shall continue to vest as if the Executive was an
     employee of the Company for the Vesting Period.

          4.4 Option Exercise and Termination. All vested Stock Options granted
     to the Executive (including Stock Options vested pursuant to this
     Agreement) shall be exercisable for 24 months following the later of (a)
     the Date of Termination or (b) the date that Executive ceases to be a
     member of the Board and a member of the board of director of any of the
     Company subsidiaries; provided that the exercise period shall (i) extend to
     any longer period for exercise of Stock Options pursuant to the applicable
     stock option agreement or certificate for such Stock Options and (ii) not
     extend beyond the Normal Option Expiration Date. The Company as to Stock
     Options granted to the


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     Executive may not (a) require the exercise of such Stock Options, (b)
     reduce the exercise period for such Stock Options or (c) otherwise take
     action to circumvent the exercise period for such Stock Options as provided
     above. The above provisions shall supercede any contrary provisions in any
     stock option agreement, stock option certificate or other document.

          4.5 Excise Tax Payments.

               (a) Notwithstanding anything in the Agreement to the contrary, in
          the event of the determination (as hereinafter provided) that any
          required payment by the Company to or for benefit of the Executive
          (whether paid or payable pursuant to the terms of the Agreement or
          otherwise (individually and collectively, "Payment")) would be subject
          to the excise tax imposed by Section 4999 of the Internal Revenue Code
          of 1986, as amended (the "Code") or any successor provision thereto
          (the "Excise Tax"), the Executive shall be entitled to receive an
          additional payment or payments (individually or collectively, "Tax
          Assistance Payment"), which shall include an amount such that, after
          the Executive pays (1) all taxes (including any interest or penalties
          imposed with respect to such taxes) and (2) any Excise Tax (including
          interest and penalties with respect thereto) imposed upon the Tax
          Assistance Payment, the Executive retains so much of the Tax
          Assistance Payment as is equal to the Excise Tax (including interest
          and penalties with respect thereto) imposed on the Payment.

               (b) Subject to the provisions hereinafter concerning the
          provision of notice of a claim by the Internal Revenue Service
          ("IRS"), all determinations required to be made under these
          provisions, including whether an Excise Tax is payable by the
          Executive, the amount of such Excise Tax and whether the Company is
          required to pay the Executive a Tax Assistance Payment and the amount
          of such Tax Assistance Payment, if any, shall be made by the Company's
          independent accountants or such other nationally recognized accounting
          firm retained by the Company and reasonably acceptable to the
          Executive ("Accounting Firm"). The Company shall direct the Accounting
          Firm to submit its determination and detailed supporting calculations
          to both the Executive and the Company within 30 days after the payment
          or provision of any benefit that could give rise to an Excise Tax and
          any such other time or times as the Executive or the Company may
          request. If the Accounting Firm determines that any Excise Tax is
          payable by the Executive, the Company shall pay the required Tax
          Assistance Payment to the Executive within 10 business days after the
          Company receives such determination and calculations with respect to
          any Payment to the Executive.

               (c) Any federal tax returns the Executive files shall be prepared
          and filed on a basis consistent with the determination of the
          Accounting Firm with respect to the Excise Tax payable by the
          Executive. If the Accounting Firm determines that the Executive is
          required to pay no Excise Tax, it shall (at the same time it makes
          such determination) furnish the Executive and the Company an opinion
          that the Executive has substantial authority not to report any Excise
          Tax on the Executive's federal income tax return. However, in view of
          the uncertainty concerning application of Section 4999 of the Code (or
          any successor provision thereto) at the time of any determination made
          hereunder by the Accounting Firm,



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          it is possible that a Tax Assistance Payment that should have been
          made by the Company will not have been made ("Underpayment"),
          consistent with the calculations required to be made hereunder. In the
          event the Company exhausts or fails to pursue its remedies pursuant to
          the provisions concerning notice of a claim by the IRS, and the
          Executive thereafter is required to make a payment of any Excise Tax,
          the Executive shall direct the Accounting Firm to determine the amount
          of the Underpayment and to submit its determination and detailed
          supporting calculations as promptly as possible both to the Executive
          and to the Company, which shall pay the amount of such Underpayment to
          the Executive or for the Executive's benefit within 10 business days
          following the Company's receipt of such determination and
          calculations.

               (d) Each of the Executive and the Company shall provide the
          Accounting Firm access to and copies of any books, records and
          documents in the Executive's or its possession, as the case may be,
          reasonably requested by the Accounting Firm, and shall otherwise
          cooperate with the Accounting Firm in connection with the preparation
          and issuance of the determination and calculations required or
          contemplated hereunder.

               (e) The Company shall bear the fees and expenses of the
          Accounting Firm for services hereunder. If, for any reason, the
          Executive initially pays such fees and expenses, the Company shall
          reimburse the Executive the full amount of the same within 10 business
          days following receipt from the Executive of a statement and
          reasonable evidence of the Executive's payment thereof.

               (f) The Executive shall notify the Company in writing of any
          claim by the IRS that, if successful, would require the Company to pay
          a Tax Assistance Payment. The Executive shall give such notification
          as promptly as practicable, but in no event later than the 10th
          business day next following the Executive's receipt of such claim, and
          the Executive further shall apprise the Company of the nature of such
          claim and the date on which it is required to be paid (in each case,
          to the extent known to the Executive). The Executive shall not pay or
          otherwise satisfy such claim prior to the earlier of (a) the
          expiration of the 30 calendar day period next following the date on
          which the Executive gives notice to the Company or (b) the date any
          payment of the amount with respect to such claim is due. If the
          Company notifies the Executive in writing prior to the expiration of
          such period that it desires to contest such claim, the Executive
          shall:

                    (i) provide the Company any written records or documents in
               the Executive's possession relating to such claim and reasonably
               requested by the Company;

                    (ii) take such action in connection with contesting such
               claim as the Company reasonably shall request in writing from
               time to time, including without limitation accepting legal
               representation with respect to such claim by an attorney
               competent in respect of the subject matter and reasonably
               selected by the Company;



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                    (iii) cooperate with the Company in good faith in order to
               effectively contest such claim; and

                    (iv) permit the Company to participate in any proceedings
               relating to such claim, provided, however, that the Company
               directly shall bear and pay all costs and expenses (including
               without limitation, interest and penalties) incurred in
               connection with such contest and shall indemnify the Executive
               and hold the Executive harmless, on an after-tax basis, from and
               against any and all Excise Tax or income tax (including without
               limitation, interest and penalties with respect thereto), imposed
               as a result of such claim and payment of costs and expenses.
               Without limiting the foregoing, the Company shall control all
               proceedings taken in connection with the contest of any claim
               contemplated by these provisions and, at its sole option, may
               pursue or forego any and all administrative appeals, proceedings,
               hearings and conferences with the taxing authority in respect of
               such claim (provided, however, that the Executive may participate
               therein at the Executive's own cost and expense) and may, at its
               option, either direct the Executive to pay the tax claimed and
               sue for a refund or contest the claim in any permissible manner,
               and the Executive agrees to prosecute such contest to a
               determination before any administrative tribunal, in a court of
               initial jurisdiction and in one or more appellate courts, as the
               Company shall determine; provided, however, that if the Company
               directs the Executive to pay the tax claimed and to sue for a
               refund, the Company shall advance the amount of such payment to
               the Executive, and pay on a current basis all costs of
               litigation, including without limitation attorneys' fees, on an
               interest-free basis and shall agree to and shall indemnify the
               Executive and hold the Executive harmless, on an after-tax basis,
               from any Excise Tax or income tax, including without limitation,
               interest and penalties with respect thereto, imposed with respect
               to such advance; and provided further, however, that any
               extension of the statute of limitations relating to payment of
               taxes for the Executive's taxable year with respect to which the
               contested amount is claimed to be due is limited solely to such
               contested amount. Furthermore, the Company's control of any such
               contested claim shall be limited to issues with respect to which
               a Tax Assistance Payment would be payable hereunder, and the
               Executive shall be entitled to settle or to contest, as the case
               may be, any other issue(s) raised by the IRS or any other taxing
               authority.

               (g) If, after the Executive receives an amount advanced by the
          Company pursuant to provisions of the last full paragraph, the
          Executive receives any refund with respect to such claim, the
          Executive shall (subject to the Company's complying with any
          applicable provisions of the same paragraph) promptly pay to the
          Company the amount of such refund (together with any interest paid or
          credited thereon after any taxes applicable thereto). If, after the
          Executive receives such an amount advanced by the Company, a
          determination is made that the Executive shall not be entitled to any
          refund with respect to such claim and the Company does not notify the
          Executive in writing of its intent to contest such denial of refund
          prior to expiration of 30 calendar days after such determination, then
          such advance shall be forgiven and shall not be required to be repaid,
          and the


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          amount of such advance shall offset, to the extent thereof, the amount
          of the Tax Assistance Payment the Company is required to pay the
          Executive hereunder.

V. NONCOMPETITION OBLIGATIONS

     The Executive shall be subject to the following noncompetition obligations:

          (a) As consideration for the Severance Agreement as provided herein,
     the Company and the Executive agree to the noncompetition obligations
     hereunder. From the effective date of this agreement and continuing for a
     period of 12 months from the Date of Termination, the Executive shall not
     personally engage in any "Competitive Activities" (as defined below) within
     any geographic area in the United States, the United Kingdom or Australia
     in which the Company or any of its Affiliates is then engaged in
     Competitive Activities ("Restricted Areas"); including, without limitation,
     working for, owning, managing, operating, controlling or participating in
     the ownership, management, operation or control of, or providing consulting
     or advisory services to, any individual partnership, firm, corporation,
     institution, entity or other person ("person") engaged in Competitive
     Activities within any Restricted Areas; provided, however, that the
     purchase or holding for investment purposes only, of securities of a
     company shall not constitute "ownership" or "participation in ownership"
     for these purposes so long as the equity interest in any such company
     represents less than 5% of the outstanding capital stock of such company.
     Anything herein to the contrary notwithstanding, no person shall be deemed
     engaged in Competitive Activities if less than 5% of its revenues are
     derived from "Competitive Activities" as defined in the next paragraph.

     For such purposes above, "Competitive Activities" mean any business
     activity involving or relating to owning or operating wireless
     communication or broadcast towers located in the Restricted Area; provided,
     however, that if the Company is advised of a business opportunity by the
     Executive as provided below, and it declines to pursue such business
     opportunity, the Executive shall be free to pursue such business
     opportunity and such activity shall not be a "Competitive Activity." If
     after the Date of Termination the Executive becomes aware of a business
     opportunity which involves a Competitive Activity in the Restricted Area,
     the Executive shall fully advise (in writing and indicating that such
     information is pursuant to this provision) the Company as to such
     opportunity and will not pursue it except as provided herein. If, within 15
     business days of the Executive's advising the Company of such business
     opportunity, the Board fails to adopt a resolution (and provide a certified
     copy to the Executive) that it will pursue such business opportunity, the
     Company will be deemed to have declined to pursue such opportunity. If,
     after a vote by the Board in favor of pursuing a business opportunity, the
     Company "fails to pursue" such opportunity, then the Company, including for
     this purpose the Board, shall be deemed to have declined to pursue such
     business opportunity as of the date it "fails to pursue" such opportunity.
     "Fails to pursue" means that the Company has failed to pursue such
     opportunity in a reasonable commercial manner and "fails to pursue" is
     irrebutably presumed if (x) within 30 days of such vote, the Company has
     not signed a confidentiality agreement with the parties representing such
     business opportunity; (y) within 60 days of such vote, the Company has not
     begun the due diligence process regarding such business opportunity; or (z)
     within 120 days of such vote, the Company is not in active discussions, or
     has otherwise terminated its discussions with the parties representing such
     business opportunity.



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     Notwithstanding anything to the contrary in this Section V(a), activities
     shall not be deemed to be "Competitive Activities" solely as a result of
     the Executive's being employed by or otherwise associated with a business
     of which a unit is in competition with the Company but as to which unit
     Executive does not have direct or indirect responsibility or direct
     involvement.

     For purposes of this Agreement, "Affiliate" of a specified person means a
     person that directly or indirectly controls, is controlled by, or is under
     common control with the person specified.

     (b) For a period of 12 months from the Date of Termination, the Executive
     shall not knowingly induce any employee of the Company or any of its
     Affiliates to terminate his or her employment with the Company or any of
     the Affiliates to work with or for the Executive or any of Executive's
     future employers and provided further that the Executive's response to
     unsolicited requests for employment references for employees of the Company
     shall not be a violation of this restriction.

     (c) The Executive understands that the restrictions set forth in (a) and
     (b) above may limit the Executive's ability to engage in certain businesses
     in the Restricted Areas during the 12-month period provided for in (a) and
     (b) above, but acknowledges that the Executive will receive sufficiently
     high remuneration and other benefits under this Severance Agreement to
     justify such restrictions. The Executive acknowledges that money damages
     would not be sufficient remedy for any breach of the provisions of (a) and
     (b) above by the Executive, and the Company shall be entitled to enforce
     such provisions by specific performance and injunctive relief as remedies
     for such breach or any threatened breach. Such remedies shall not be deemed
     the exclusive remedies for such breach, but shall be in addition to all
     remedies available at law or in equity to the Company, including without
     limitation, the recovery of damages from the Executive and the Executive's
     agents involved in such breach and remedies available to the Company
     pursuant to other agreements with the Executive. Notwithstanding the
     foregoing, in the event that the Executive and/or the Executive's agents
     breach the restrictions set forth in clauses (a) and/or (b), the Company
     shall in no circumstances be entitled to recover damages or other
     compensation in respect of all such breaches in excess of the amount paid
     to Executive pursuant to Section 4.1(a)(ii) or 4.2(a)(ii), as applicable,
     reduced by an amount equal to the Executive's Base Salary and Annual Bonus.

     (d) It is expressly understood and agreed that the Company and the
     Executive consider the restrictions contained in (a) and (b) above to be
     reasonable and necessary to protect the business of the Company.
     Nevertheless, if any of the aforesaid restrictions are found by an
     arbitrator or a court having jurisdiction to be unreasonable, or overly
     broad as to geographic area or time, or otherwise unenforceable, the
     parties intend for the restrictions therein set forth to be modified by
     such arbitrator or court so as to be reasonable and enforceable and, as so
     modified by such arbitrator or court, to be fully enforced.

VI. MISCELLANEOUS PROVISIONS



                                       11

<PAGE>



          6.1 Non-exclusivity of Rights. Nothing in this Agreement shall prevent
     or limit the Executive's continuing or future participation in any benefit,
     bonus, incentive or other Plan provided by the Company or any of its
     Affiliates and for which the Executive may qualify (including, without
     limitation, any insurance benefits relating to death or Disability of the
     Executive), nor shall anything herein limit or otherwise affect such rights
     as the Executive may have under any other agreements with the Company or
     any of its Affiliates ; provided that, by executing this Agreement, the
     Executive acknowledges Executive's ineligibility for, and waives any other
     right Executive may have to receive, any other severance or termination
     benefits provided by the Company or its subsidiaries. Amounts which are
     vested benefits or which the Executive is otherwise entitled to receive
     under any Plan of the Company or any of its Affiliates (other than any
     severance plan or program of the Company and its subsidiaries) at or
     subsequent to the Date of Termination shall be payable in accordance with
     such Plan except as explicitly modified by this Agreement.

          6.2 Other Payments and Obligations. The Company's obligation to make
     the payments provided for in this Agreement and otherwise to perform its
     obligations hereunder shall not be affected by any set-off, counterclaim,
     recoupment, defense or other claim, right or action which the Company may
     have against the Executive or others. In no event shall the Executive be
     obligated to seek other employment or take any other action by way of
     mitigation of the amounts payable to the Executive under any of the
     provisions of this Agreement. The Company agrees to pay, from time to time
     promptly upon invoice, to the full extent permitted by law, all legal fees
     and expenses which the Executive may reasonably incur as a result of any
     contest or controversy (regardless of the outcome thereof and whether or
     not litigation is involved) by the Company, the Executive or others of the
     validity or enforceability of, or liability under, any provision of this
     Agreement or any guarantee of performance thereof.

          6.3 Confidential Information.

               (a) During the Term and thereafter, the Executive shall not,
          without the written consent of the Chief Executive Officer of the
          Company ("CEO") or the Board (including an applicable committee of the
          Board) disclose to any person, other than (i) an employee of the
          Company, (ii) a person to whom disclosure is reasonably necessary or
          appropriate in connection with the performance by the Executive of
          Executive's duties as an executive of the Company, (iii) to the extent
          required by applicable law (including any rule or regulation) or (iv)
          to the extent necessary to enforce Executive's rights pursuant to this
          Agreement, any material confidential information obtained by Executive
          while in the employ of the Company or its subsidiaries with respect to
          any of the products, improvements, formulas, designs or styles,
          processes, customers, methods of distribution or methods of
          manufacture of the Company or its subsidiaries, the disclosure of
          which Executive knows will be materially damaging to the Company;
          provided, however, that confidential information shall not include any
          information known generally to the public (other than as a result of
          unauthorized disclosure by the Executive) or any information of a type
          not otherwise considered confidential by persons engaged in the same
          business or a business similar to that conducted by the Company.
          Information concerning a business opportunity described in Section



                                       12

<PAGE>


          V (a) which the Company declines or "fails to pursue" shall not
          constitute information for purposes of this section.

               (b) Any and all inventions made, developed or created by the
          Executive (whether at the request or suggestion of the Company or
          otherwise, whether alone or in conjunction with others, and whether
          during regular hours of work or otherwise) during the period of
          Executive's employment by the Company or its subsidiaries, which may
          be directly or indirectly useful in, or relate to, the business of or
          tests being carried out by the Company or any of its subsidiaries,
          will be promptly and fully disclosed by the Executive to an
          appropriate executive officer of the Company and shall be the
          Company's exclusive property as against the Executive, and the
          Executive will promptly deliver to an appropriate executive officer of
          the Company all papers, drawings, models, data and other material
          relating to any invention made, developed or created by Executive as
          aforesaid.

               (c) The Executive will, upon the Company's request and without
          any payment therefor, execute any documents necessary or advisable in
          the opinion of the Company's counsel to direct issuance of patents to
          the Company with respect to such inventions as are to be the Company's
          exclusive property as against the Executive under Section 6.3 (b)
          above or to vest in the Company title to such inventions as against
          the Executive; provided, however, that the expense of securing any
          such patent will be borne by the Company.

               (d) The foregoing provisions of this Section 6.3 shall be binding
          upon the Executive's heirs, successors and legal representatives.

               (e) In no event shall an asserted violation of the provisions of
          this Section 6.3 constitute a basis for deferring or withholding any
          amounts otherwise payable to the Executive under this Agreement.

          6.4 Release and Agreement. As a condition to the receipt of any
     compensation and benefits under this Severance Agreement, if the
     Executive's employment with the Company is subject to a Qualifying
     Termination, the Executive must first execute a release and agreement, in a
     reasonable commercial form, which shall release the Company and it
     subsidiaries and their officers, directors, employees and agents from any
     and all claims or causes of action arising out of the Executive's
     employment with the Company or its subsidiaries or the termination of such
     employment. The performance of the Company's obligations hereunder and the
     receipt of the compensation and benefits provided hereunder by the
     Executive shall constitute full settlement of all such claims and causes of
     action and shall provide consideration for the Executive's release and
     agreement as described above.

          6.5 Indemnification; D&O Coverage

               (a) If the Executive is made a party, is threatened to be made a
          party, or reasonably anticipates being made a party, to any Proceeding
          by reason of the fact that Executive is or was a director, officer,
          member, employee, agent, manager, trustee, consultant or
          representative ("Agent") of the Company or any of its Affiliates or is
          or was serving at the request of the Company or any of its



                                       13

<PAGE>


          Affiliates, as an Agent of another person or if any Claim is made, is
          threatened to be made, or is reasonably anticipated to be made, that
          arises out of or relates to the Executive's service in any of the
          foregoing capacities, then the Executive shall promptly notify the
          Company in writing and be indemnified and held harmless to the fullest
          extent permitted or authorized by the Certificate of Incorporation or
          Bylaws of the Company as in effect on the Date of Termination (subject
          to any limitations imposed by applicable law), against any and all
          costs, expenses, liabilities and losses (including, without
          limitation, reasonable attorneys' and other professional fees and
          charges, judgments, interest, expenses of investigation, penalties,
          fines, ERISA excise taxes or penalties and amounts paid or to be paid
          in settlement) incurred or suffered by the Executive in connection
          therewith or in connection with seeking to enforce Executive's rights
          under this Section 6.5(a), and such indemnification shall continue as
          to the Executive even if he has ceased to be an Agent of the Company
          or other person and shall inure to the benefit of the Executive's
          heirs, executors and administrators. The failure to give prompt notice
          shall only reduce the indemnification obligation to the extent, if
          any, that the Company is damaged by such breach. The Executive shall
          be entitled to prompt advancement of any and all costs and expenses
          (including, without limitation, reasonable attorneys' and other
          professional fees and charges) incurred by Executive in connection
          with any such Proceeding or Claim to the fullest extent permitted or
          authorized by the Certificate of Incorporation or Bylaws of the
          Company as in effect on the Date of Termination (subject to any
          limitations imposed by applicable law), any such advancement to be
          made promptly after Executive gives written notice, supported by
          reasonable documentation, requesting such advancement. Such notice
          shall include, to the extent required by applicable law, an
          undertaking by the Executive to repay the amounts advanced to the
          extent that Executive is ultimately determined not to be entitled to
          indemnification against such costs and expenses. Nothing in this
          Agreement shall operate to limit or extinguish any right to
          indemnification, advancement of expenses, or contribution that the
          Executive would otherwise have (including, without limitation, by
          agreement or under applicable law). For purposes of this Agreement,
          "Claim" shall include, without limitation, any claim, demand, request,
          investigation, dispute, controversy, threat, discovery request, or
          request for testimony or information and "Proceeding" shall include,
          without limitation, any actual, threatened, or reasonably anticipated,
          action, suit or proceeding, whether civil, criminal, administrative,
          investigative, appellate, formal, informal or other.

               (b) Neither the failure of the Company (including its Board,
          independent legal counsel or stockholders) to have made a
          determination prior to the commencement of any Proceeding concerning
          payment of amounts claimed by the Executive under Section 6.5(a) that
          indemnification of the Executive is proper because Executive has met
          the applicable standard of conduct, nor a determination by the Company
          (including its Board, independent legal counsel or stockholders) that
          the Executive has not met such applicable standard of conduct, shall
          create a presumption that the Executive has not met the applicable
          standard of conduct.

               (c) A directors' and officers' liability insurance policy (or
          policies) shall be kept in place until the sixth anniversary of the
          Date of Termination, providing



                                       14

<PAGE>


          coverage to the Executive that is no less favorable to Executive in
          any respect (including, without limitation, with respect to scope,
          exclusions, amounts, and deductibles) than the coverage then being
          provided to any other present or former senior executive or director
          of the Company.

          6.6 Successors.

               (a) This Agreement is personal to the Executive and without the
          prior written consent of the Company shall not be assignable by the
          Executive otherwise than by will or the laws of descent and
          distribution. This Agreement shall inure to the benefit of and be
          enforceable by the Executive's legal representatives.

               (b) This Agreement shall inure to the benefit of and be binding
          upon the Company and its successors and assigns.

               (c) The Company will require any successor (whether direct or
          indirect, by purchase, merger, consolidation or otherwise) to all or
          substantially all of the business and/or assets of the Company to
          assume expressly and agree to perform this Agreement in the same
          manner and to the same extent that the Company would be required to
          perform it if no such succession had taken place.

          6.7 Statements Concerning Company or Executive. The Executive shall
     refrain from willfully and knowingly making any public statement, whether
     oral or written, about the Company, any of its Affiliates, any Executive
     Officer or any Board Member, that is disparaging or defamatory to any such
     person. The Company shall use best efforts to cause each Executive Officer
     and Board Member to refrain from making any public statement, whether oral
     or written, that is disparaging or defamatory to the Executive. For
     purposes of this Section 6.7, an "Executive Officer" is the CEO and any
     officer directly reporting to the CEO, and a "Board Member" is any
     individual that is a member of the Board. A violation or threaten violation
     of any of the above prohibitions may be enjoined by any court with
     jurisdiction. The rights afforded under this provision are in addition to
     any and all rights otherwise afforded by applicable law. Nothing shall
     prevent the Executive or the Company from truthfully and publically
     correcting incorrect statements or from making truthful disclosures to the
     extent required (i) by law, by a government agency having supervisory
     authority over the business of the Company or any of its Affiliates or by
     any arbitrator, mediator or administrative or legislative body (including a
     committee thereof) with apparent jurisdiction or (ii) to enforce this
     Agreement.

          6.8 Notices. All notices and other communications hereunder shall be
     in writing and shall be given by (i) personal delivery, (ii) registered or
     certified mail, return receipt requested, postage prepaid, addressed as
     indicated below or (iii) nationally recognized overnight courier, with
     written confirmation of receipt, addressed as indicated below:

                             If to the Executive:

                             Home address as currently shown on
                             Human Resources Department records of


                                       15

<PAGE>


                             Executive's business unit. The current home
                             address is:

                             -------------------------------------

                             -------------------------------------


                             If to the Company:

                             Crown Castle International Corp.
                             510 Bering Drive, Suite 500
                             Houston, Texas 77057

                             Attention: General Counsel/Corporate Secretary

     A party may change address by written notice of such change in accordance
     herewith. Notice and communications shall be effective when actually
     received by the addressee.

          6.9 Stock Retention. Executive agrees to own and hold by and after
     November 14, 2004 at least 65,000 shares of Company common stock ("Retained
     Stock") during his employment with the Company (including any of its
     subsidiaries). The number of shares of Retained Stock shall be adjusted for
     stock splits, stock dividends, spin offs and other relevant changes in the
     Company's capital structure. Retained Stock shall include (i) restricted
     stock issued to Executive that is no longer subject to a forfeiture
     restriction, (ii) stock held in an individual retirement account, 401(k)
     plan or other qualified plan pursuant to the Code for the primary benefit
     of the Executive and/or Executive's spouse and (iii) stock held by the
     Executive's spouse. Restricted stock granted to the Executive by the
     Company that is subject to forfeiture restrictions shall not be counted as
     Retained Stock.

          6.10 Severability. The invalidity or unenforceability of any provision
     of this Agreement shall not affect the validity or enforceability of any
     other provision of this Agreement

          6.11 Withholding. The Company may withhold from any amount payable
     under this Agreement such Federal, state or local taxes as shall be
     required to be withheld pursuant to any applicable law or regulation.

          6.12 Waiver. The Executive's failure to insist upon strict compliance
     with any provision hereof shall not be deemed to be a waiver of such
     provision or any other provision thereof.

          6.13 Entire Agreement. This Agreement contains the entire
     understanding of the Company and the Executive with respect to the subject
     matter hereof.

          6.14 At Will Employment. The Executive and the Company acknowledge
     that the employment of the Executive by the Company is "at will".

          6.15 Choice of Law. This Agreement shall be governed by the law of
     Texas, without regard to its choice of law provisions.



                                       16

<PAGE>


          6.16 Counterparts. This Agreement may be executed in two or more
     counterparts.

     IN WITNESS WHEREOF, the Executive and the Company have entered into this
Agreement as of the date first written above in multiple originals.

                                    COMPANY:
                                    CROWN CASTLE INTERNATIONAL CORP.


                                    By:
                                       --------------------------------------


                                    EXECUTIVE:

                                    ------------------------------------------



                                       17

<PAGE>


                                   SCHEDULE I

     "Change in Control" shall mean:

          (a) the acquisition by any individual, entity or group (within the
     meaning of Sections 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act
     of 1934, as amended (the "Exchange Act")) (a "Person") or beneficial
     ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
     Act) of 40% or more of either (i) the then outstanding shares of common
     stock of the Company (the "Outstanding Company Common Stock") or (ii) the
     combined voting power of the then outstanding voting securities of the
     Company entitled to vote generally in the election of directors (the
     "Outstanding Company Voting Securities"); provided, however, that the
     following acquisitions shall not constitute a Change of Control: (i) any
     acquisition by the Company if no Person (excluding those Act Persons
     described in this proviso) owns more than 40% or more of the Outstanding
     Company Common Stock or Company Stock Voting Securities after such
     acquisition, (ii) any acquisition by any employee benefit plan (or related
     trust) sponsored or maintained by the Company or any corporation controlled
     by the Company, or (iii) any acquisition by a corporation pursuant to a
     reorganization, merger or consolidation, if, following such reorganization,
     merger or consolidation, the conditions described in clauses (i), (ii) and
     (iii) of subsection (c), below, are satisfied.;

          (b) individuals who constitute the Board after the initial public
     offering of the Company's stock (the "Incumbent Board") cease for any
     reason to constitute at least a majority of the Board; provided, however,
     that any individual becoming a director subsequent to the date hereof whose
     election, or nomination for election by the Company's stockholders, was
     approved by a vote of at least a majority of the directors then comprising
     the Incumbent Board shall be considered as though such individual were a
     member of the Incumbent Board, but excluding, for this purpose, any such
     individual whose initial assumption of office occurs as a result of either
     an actual or threatened election contest (as such terms are used in Rule
     14a-11 of Regulation 14A promulgated under the Exchange Act) or other
     actual or threatened solicitation of proxies or consents by or on behalf of
     a Person other than the Board; or

          (c) the occurrence of a reorganization, merger or consolidation,
     unless, following such reorganization, merger or consolidation, (i) more
     than 50% of, respectively, the then outstanding shares of common stock of
     the corporation resulting from such reorganization, merger or consolidation
     and the combined voting power of the then outstanding voting securities of
     such corporation entitled to vote generally in the election of directors is
     then beneficially owned, directly or indirectly, by all or substantially
     all of the individuals and entities who were the beneficial owners,
     respectively, of the Outstanding Company Common Stock and Outstanding
     Company Voting Securities immediately prior to such reorganization, merger
     or consolidation in substantially the same proportions as their ownership,
     immediately prior to such reorganization, merger or consolidation, of the
     Outstanding Company Common Stock and Outstanding Company Voting Securities,
     as the case may be, (ii) no Person (excluding the



                                       18

<PAGE>


     Company, any employee benefit plan (or related trust) of the Company or
     such corporation resulting from such reorganization, merger or
     consolidation and any Person beneficially owning, immediately prior to such
     reorganization, merger or consolidation, directly or indirectly, 40% or
     more of the Outstanding Company Common Stock or Outstanding Company Voting
     Securities, as the case may be) beneficially owns, directly or indirectly,
     40% or more of, respectively, the then outstanding shares of common stock
     of the corporation resulting from such reorganization, merger or
     consolidation or the combined voting power of the then outstanding voting
     securities of such corporation entitled to vote generally in the election
     of directors and (iii) at least a majority of the members of the board of
     directors of the corporation resulting from such reorganization, merger or
     consolidation were members of the Incumbent Board at the time of the
     execution of the initial agreement providing for such reorganization,
     merger or consolidation; or

          (d) the occurrence of: (i) a complete liquidation or dissolution of
     the Company, (ii) the sale or other disposition of all or substantially all
     of the assets of the Company, or (iii) a similar transaction or series of
     transactions, other than to a corporation, with respect to which following
     such sale or other disposition, (A) more than 50% of, respectively, the
     then outstanding shares of common stock of such corporation and the
     combined voting power of the then outstanding voting securities of such
     corporation entitled to vote generally in the election of directors is then
     beneficially owned, directly or indirectly, by all or substantially all of
     the individuals and entities who were the beneficial owners, respectively,
     of the Outstanding Company Common Stock and Outstanding Company Voting
     Securities immediately prior to such sale or other disposition in
     substantially the same proportion as their ownership, immediately prior to
     such sale or other disposition, of the Outstanding Company Common Stock and
     Outstanding Company Voting Securities, as the case may be, (B) no Person
     (excluding the Company and any employee benefit plan (or related trust) of
     the Company or such corporation and any Person beneficially owning,
     immediately prior to such sale or other disposition, directly or
     indirectly, 40% or more of the Outstanding Company Common Stock or
     Outstanding Company Voting Securities, as the case may be) beneficially
     owns, directly or indirectly, 40% or more of, respectively, the then
     outstanding shares of common stock of such corporation and the combined
     voting power of the then outstanding voting securities of such corporation
     entitled to vote generally in the election of directors and (C) at least a
     majority of the members of the board of directors of such corporation were
     members of the Incumbent Board at the time of the execution of the initial
     agreement or action of the Board providing for such sale or other
     disposition of assets of the Company.

                                       19

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