SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

SPRINT NEXTEL CORPORATION

(Name of Subject Company (Issuer) and Filing Persons (Offeror))

Options to Purchase Common Stock, Par Value $0.01 per share

(Title of Class of Securities Underlying Common Stock)

852061100

(CUSIP Number of Class of Securities (Underlying Common Shares))

Charles R. Wunsch, Esq.

General Counsel and Corporate Secretary

Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, Kansas 66251

(913) 794-1496

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee
$13,500,000.00	$	963.00

(1) Estimated solely for purposes of calculating the amount of the filing fee. The calculation of the Transaction Value assumes that all options to purchase the Issuer’s common shares that may be eligible for exchange in the offer will be tendered for new options and cancelled pursuant to this offer. These options have a value of $13,500,000.00 calculated using the Black-Scholes method based on a price per share of common shares of $4.08, the average of the high and low prices of the Issuer’s common shares as reported on the New York Stock Exchange on May 10, 2010. The amount of the filing fee equals $71.30 per $1,000,000.00.

o   Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.	Form or Registration No.: Not applicable.
Filing Party: Not applicable.	Date Filed: Not applicable.

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o  third-party tender offer subject to Rule 14d-1.

þ  issuer tender offer subject to Rule 13e-4.

o  going-private transaction subject to Rule 13e-3.

o  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Item 1.   Summary Term Sheet

The information set forth under Section I (“Summary Term Sheet — Questions and Answers”) in the Offer to Exchange Certain Outstanding Stock Options for New Stock Options, dated May 17, 2010, attached hereto as Exhibit (a)(1)(A) (the “Offer to Exchange”), is incorporated herein by reference.

Item 2.   Subject Company Information

(a) Name and Address.  The issuer is Sprint Nextel Corporation, a Kansas corporation (the “Company”). The Company’s principal executive offices are located at 6200 Sprint Parkway, Overland Park, Kansas 66251, and the telephone number of its principal executive office is (800) 829-0965.

(b) Securities.  This Tender Offer Statement on Schedule TO relates to an offer by the Company to exchange certain outstanding options to purchase shares of the Company’s common stock that were granted before May 17, 2009, have an exercise price that is greater than $6.54 per share and are outstanding and held by an Eligible Employee (as defined in the Offer to Exchange) as of the start date of the program and at the time the Offer expires (the “Eligible Options”), for new options (the “New Options”). The Eligible Options were previously granted under the Sprint Nextel Corporation 2007 Omnibus Incentive Plan, as amended and restated (the “Plan”), the Sprint Corporation 1997 Long-Term Incentive Program, the Nextel Communications, Inc. Incentive Equity Plan, and the Sprint Corporation Management Incentive Stock Option Plan. Each New Option will be issued under the Plan. As of May 14, 2010, options to purchase approximately 30 million shares of the Company’s common stock were eligible for exchange in the exchange offer. The Company is making the offer upon the terms and subject to the conditions set forth in the Offer to Exchange and in the related accompanying Election Form, attached hereto as Exhibit (a)(1)(B).

The information set forth in the Offer to Exchange under Section I (“Summary Term Sheet — Questions and Answers”), Section II (“Risks of Participating in the Offer”), Section III.1 (“General; Eligibility; Offer Expiration Time”), Section III.2 (“Source and Amount of Consideration; Terms”), Section III.6 (“Acceptance of Eligible Options for Exchange; Issuance of New Options”) and Section III.10 (“Price Range of Common Shares Underlying Eligible Options”) is incorporated herein by reference.

(c) Trading Market and Price.  The information set forth in the Offer to Exchange under Section III.10 (“Price Range of Common Shares Underlying Eligible Options”) is incorporated herein by reference.

Item 3.   Identity and Background of Filing Person

The Company is both the filing person and the subject company. The information set forth under Item 2(a) above and the information set forth in the Offer to Exchange under Section III.11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options”) and Schedule A (“Information Concerning Our Executive Officers and Directors”) is incorporated herein by reference.

Item 4.   Terms of the Transaction

(a) Material Terms.  The information set forth under Item 2(b) above and in the Offer to Exchange under Section I (“Summary Term Sheet — Questions and Answers”), Section II (“Risks of Participating in the Offer”), Section III.1 (“General; Eligibility; Offer Expiration Time”), Section III.2 (“Source and Amount of Consideration; Terms of New Options”), Section III.3 (“Purpose”), Section III.4 (“Procedures for Tendering Eligible Options”), Section III.5 (“Withdrawal Rights and Change of Elections”), Section III.6 (“Acceptance of Eligible Options for Exchange; Issuance of New Options”), Section III.7 (“Extension of Offer; Termination; Amendment”), Section III.8 (“Material U.S. Federal Income Tax Consequences”), Section III.9 (“Conditions to Completion of the Offer”), Section III.12 (“Status of Eligible Options Acquired by Us in the Offer; Accounting Consequences of the Offer”), Section III.13 (“Legal Matters; Regulatory Approvals”) and Section III.15 (“Source and Amount of Consideration”) is incorporated herein by reference.

(b) Purchases.  Members of the Company’s Board of Directors and executive officers named in the compensation tables included in the last proxy statement that the Company filed with the SEC are not eligible to participate in the exchange offer. Executive officers who are not named in the compensation tables included

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in the last proxy statement that the Company filed with the SEC are eligible to participate in the exchange offer. The information set forth in the Offer to Exchange under Section I (“Summary Term Sheet — Questions and Answers”) and Section III.11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options”) is incorporated herein by reference.

Item 5.   Past Contacts, Transactions, Negotiations and Agreements

Agreements Involving the Subject Company’s Securities.  The information set forth in the Offer to Exchange under Section III.11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options”), Section III.16 (“Information Concerning Sprint Nextel Corporation”) and Section III.17 (“Corporate Plans, Proposals and Negotiations”) is incorporated herein by reference. The Plan and the related forms of New Option award agreements attached hereto as Exhibits (d)(1)-(d)(3) also contain information regarding the Company’s securities.

Item 6.   Purposes of the Transaction and Plans or Proposals

(a) Purposes.  The information set forth in the Offer to Exchange under Section III.3 (“Purpose”) is incorporated herein by reference.

(b) Use of Securities Acquired.  The information set forth in the Offer to Exchange under Section I (“Summary Term Sheet — Questions and Answers”), Section III.3 (“Purpose”) and Section III.12 (“Status of Eligible Options Acquired by Us in the Offer; Accounting Consequences of the Offer”) is incorporated herein by reference.

(c) Plans.  The information set forth in the Offer to Exchange under Section III.17 (“Corporate Plans, Proposals and Negotiations”) is incorporated herein by reference.

Item 7.   Source and Amount of Funds or Other Consideration

(a) Source of Funds.  The information set forth in the Offer to Exchange under Section III.2 (“Source and Amount of Consideration; Terms”), Section III.14 (“Fees and Expenses”) and Section III.15 (“Source and Amount of Consideration”) is incorporated herein by reference.

(b) Conditions.  The information set forth in the Offer to Exchange under Section III.9 (“Conditions to Completion of the Offer”) is incorporated herein by reference.

(d) Borrowed Funds.  Not applicable.

Item 8.   Interest in Securities of the Subject Company

(a) Securities Ownership.  The information set forth in the Offer to Exchange under Section III.11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options”) and Schedule A (“Information Concerning Our Executive Officers and Directors”) is incorporated herein by reference.

(b) Securities Transactions.  The information set forth in the Offer to Exchange under Section III.11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options”) is incorporated herein by reference.

Item 9.   Persons/Assets, Retained, Employed, Compensated or Used

Not applicable.

Item 10.   Financial Statements

(a) Financial Information.  The information set forth in Item 8. Financial Statements and Supplementary Data in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 and in Item 1. Financial Statements in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended

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March 31, 2010 is incorporated herein by reference. The financial information contained in the Offer to Exchange under Section III.18 (“Additional Information”) and Section III.19 (“Financial Information”) is incorporated herein by reference.

(b) Pro Forma Information.  Not applicable.

Item 11.   Additional Information

(a) Agreements, Regulatory Requirements and Legal Proceedings.  The information set forth in the Offer to Exchange under Section II (“Risks of Participating in the Offer”), Section III.8 (“Material U.S. Federal Income Tax Consequences”), Section III.11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options”) and Section III.13 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b) Other Material Information.  Not applicable.

Item 12.   Exhibits

Exhibit No.	Description
(a)(1)(A)	Offer to Exchange Certain Outstanding Stock Options for New Stock Options.
(a)(1)(B)	Election Form/Notice of Withdrawal/Change of Election Form for Certain Eligible Employees Receiving Paper Materials.
(a)(1)(C)	Form of Email Communication to Certain Eligible Employees Announcing Program Launch.
(a)(1)(D)	Form of Cover Letter to Certain Eligible Employees Receiving Paper Materials Announcing Program Launch.
(a)(1)(E)	Form of Communication Rejecting the Election Form/Notice of Withdrawal/Change of Election Form for Certain Eligible Employees Receiving Paper Materials.
(a)(1)(F)	Form of Communication Reminder to Certain Eligible Employees Receiving Paper Materials.
(a)(1)(G)	Form of Email Communication Reminder to Certain Eligible Employees.
(a)(1)(H)	Form of Email Communication to Certain Eligible Employees Confirming Election to Participate.
(a)(1)(I)	Form of Communication to Certain Eligible Employees Receiving Paper Materials Confirming Election to Participate.
(a)(1)(J)	Form of Email Communication to Certain Eligible Employees Confirming Election Not to Participate.
(a)(1)(K)	Form of Communication to Certain Eligible Employees Receiving Paper Materials Confirming Election Not to Participate.
(a)(1)(L)	Form of Final Email Communication to Certain Eligible Employees Confirming Participation.
(a)(1)(M)	Form of Final Communication to Certain Eligible Employees Receiving Paper Materials Confirming Participation.
(a)(1)(N)	Form of Password Reset Email Communication.
(a)(1)(O)	Screen Shots from Stock Option Exchange Program Website.
(a)(1)(P)	Script of Video for Certain Eligible Employees.
(a)(1)(Q)	Video Slide Presentation for Certain Eligible Employees.
(b)	Not applicable.
(d)(1)	Sprint Nextel Corporation 2007 Omnibus Incentive Plan, effective May 8, 2009, as Amended and Restated as of February 11, 2008, November 5, 2008 and February 26, 2010.
(d)(2)	Form of Sprint Nextel Corporation Nonqualified Stock Option Agreement (for certain Nextel Communication Inc. employees under the Stock Option Exchange Program).
(d)(3)	Form of Sprint Nextel Corporation Nonqualified Stock Option Agreement (for all other employees under the Stock Option Exchange Program).
(g)	Not applicable.
(h)	Not applicable.

Item 13.   Information Required by Schedule 13E-3

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

SPRINT NEXTEL CORPORATION

By:  /s/  Timothy P. O’Grady

Name:     Timothy P. O’Grady, Esq.

Title:  Vice President and Assistant Secretary

Date: May 17, 2010

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EX-99.A.1.A

Exhibit (a)(1)(A)

SPRINT NEXTEL CORPORATION

OFFER TO EXCHANGE

CERTAIN OUTSTANDING STOCK OPTIONS

FOR NEW STOCK OPTIONS

May 17, 2010

THIS EXCHANGE OFFER AND THE ASSOCIATED WITHDRAWAL RIGHTS WILL COMMENCE ON MAY 17, 2010 AND WILL EXPIRE AT 11:00 P.M., CENTRAL TIME, ON JUNE 16, 2010 (THE “EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED.

Sprint Nextel Corporation, a Kansas corporation (referred to in this Offer to Exchange as “Sprint,” the “Company,” “we,” “our” or “us”), is offering certain employees a limited opportunity to elect to exchange certain employee stock options for new options (“New Options”) covering a lesser number of Sprint common shares. We refer to this offer as the “Offer” and it is described in and subject to the terms and conditions set forth in this document and other documents we may refer you to, all of which together are called the “Offer to Exchange.” The New Options will be granted under our 2007 Omnibus Incentive Plan, as amended and restated (the “Plan”) with an exercise price equal to the closing price of our common shares on the New York Stock Exchange on the date the New Options are granted.

Options subject to this Offer (“Eligible Options”) are outstanding employee stock options, whether vested or unvested, that:

•  were granted before May 17, 2009 (that is, more than one year prior to the start date of the Offer), including options granted under any Sprint equity compensation plan and options that we assumed in any merger;

•  have an exercise price that is, as of the start date of the Offer, equal to or greater than $6.55 per share, which is greater than the higher of (1) the highest price at which our common shares have traded during the 52-week period preceding the start date of the Offer, and (2) 150% of the price of our common shares immediately preceding the start date of the Offer; and

•  are outstanding (that is, are not previously exercised, expired, terminated or forfeited) and held by an Eligible Employee (as defined below and also referred to as “you” or “your”) as of the start date of the Offer and as of the time the Offer expires.

The Offer is not a one-for-one exchange. Instead, the number of shares subject to a New Option granted in exchange for each Eligible Option surrendered pursuant to this Offer will be determined by the application of pre-established exchange ratios set forth in the Offer to Exchange. The exchange ratios have been determined in a manner intended to result in the grant of New Options with an estimated fair value that is approximately equal, in the aggregate, to the estimated fair value of the Eligible Options they replace.

None of the New Options will be vested on the date of grant. New Options will be subject to a two-year vesting period with 50% vesting at the end of each of the first two years from the New Option date of grant, even if all or a portion of the Eligible Options are already vested. In addition, the term of each New Option will be seven years, subject to earlier expiration upon termination of employment under certain circumstances.

We are making this Offer on the terms and subject to the conditions stated in the Offer to Exchange. Your participation in the Offer is voluntary, meaning you are not required to tender your Eligible Options in the Offer unless you choose to participate. Tendering your Eligible Options and participating in the Offer means electing to surrender Eligible Options to the Company for exchange pursuant to the terms of the Offer. If you choose to participate in the Offer, you may elect to tender any or all of your Eligible Options on a grant-by-grant basis.

See “II. Risks of Participating in the Offer” beginning on page 12 for a discussion of risks that you should consider before determining whether to participate in the Offer.

IMPORTANT

If you want to exchange any of your Eligible Options, you must submit your election so that it is received before this Offer expires. You may submit your election in the following ways:

By Internet.  Any Eligible Employee may submit an election to exchange Eligible Options online at the Sprint Stock Option Exchange Program Website, which is available at https://sprint.equitybenefits.com. If you received an email announcement of the Offer, you are required to submit your election online if you elect to participate in the Offer. If you were sent a paper version of the Offer to Exchange, you have the choice of making your election either online or by returning your paper election form to the Company, as described below. Your email announcement or paper materials, as applicable, contain instructions for logging into the website. Your online election must be received by us before the expiration of the Offer scheduled at 11:00 p.m., Central Time, on June 16, 2010.

By Overnight Delivery, Mail, Fax or Email.  Certain Eligible Employees will be sent a paper version of the Offer Exchange. These Eligible Employees may submit an election to exchange Eligible Options either online at the Sprint Stock Option Exchange Program Website, which is available at https://sprint.equitybenefits.com or by completing and returning a paper election form to the Company by overnight delivery, mail, fax or email, according to the instructions contained in the Offer to Exchange. If you choose to submit your election online, it must be received by us before the expiration of the Offer scheduled at 11:00 p.m., Central Time, on June 16, 2010. If you choose to submit a paper election form, the Company must receive it by overnight delivery, mail, fax or email before the expiration of the Offer scheduled at 11:00 p.m., Central Time, on June 16, 2010.

The proper submission or delivery of your elections, changes of elections and withdrawals is your responsibility. Only responses that are complete and actually received by us by the Offer expiration date will be eligible to be accepted. If your election is not received by us by the Offer expiration date you will be deemed to have rejected this Offer. There will be no exceptions or appeal process. We are under no obligation to contact you to confirm your election not to participate.

For elections submitted through the Sprint Stock Option Exchange Program Website, an email election confirmation will be generated when you submit your election and again if you submit any change in your election or withdraw your election. You should print and save a copy of the confirmation for your records. If you receive paper materials and you submit your election, a change in your election or a withdrawal of your election to the Company via means other than the Sprint Stock Option Exchange Program Website, we intend to send you a confirmation within a reasonable time. If you do not receive confirmation before the expiration date of the Offer, it is your responsibility to confirm that we have received your election and/or any change or withdrawal before the expiration date scheduled at 11:00 p.m., Central Time, on June 16, 2010. If you use overnight delivery or mail, we recommend that you use a delivery method that can be tracked by the delivery carrier. You can confirm the receipt of your paper election by sending an email to StockOptionExchangeProgram@Sprint.com.

Our common shares are quoted on the New York Stock Exchange under the symbol “S.” On May 14, 2010, the closing price of our common shares as reported on the New York Stock Exchange was $4.36 per share. You should obtain current market prices for our common shares before you decide whether to tender your Eligible Options.

You should rely only on the information contained in the Offer to Exchange including the other documents referred to herein. We have not authorized anyone to give you any information or to make any representation in connection with the Offer other than the information and representations contained in this document and all related documents filed as part of the Tender Offer Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 17, 2010. You should not assume that the information provided in the Offer to Exchange is accurate as of any date other than the date as of which it is shown, or if no date is indicated otherwise, the date of this Offer. This Offer to Exchange summarizes various documents and other information. These summaries are qualified in their entirety by reference to the documents and information to which they relate.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed judgment upon the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offense.

Although our Board of Directors has approved this Offer, neither Sprint nor our Board of Directors makes any recommendation to you as to whether you should tender your Eligible Options. Our shareholders approved an amendment to the Plan authorizing the Offer on May 11, 2010. See Section III.9 for a description of conditions to the Offer.

Nothing in this document shall be construed to give any person the right to remain in our employ or to affect our right to terminate the employment of any person at any time with or without cause to the extent permitted under law (subject to the terms of any employment agreement). Nothing in this document may be considered a contract or guarantee of wages or compensation.

You should direct questions about the Offer and requests for additional copies of the Offer to Exchange including the other documents referred to herein to the Stock & Option Solutions Call Center at (800) 864-7096 or via email at sprint@sos-team.com.

TABLE OF CONTENTS

		Page
I.	SUMMARY TERM SHEET — QUESTIONS AND ANSWERS		1
	Questions and Answers about the Stock Option Exchange Program		1
	Overview of the Offer		1
	Effects of Participating in the Offer		6
	Other Aspects of the Offer		9
II.	RISKS OF PARTICIPATING IN THE OFFER		12
	Risks That Are Specific to This Offer		12
	Risks Relating to Our Business Generally		14
III.	THE OFFER		14
	1.  General; Eligibility; Offer Expiration Time		14
	2.  Source and Amount of Consideration; Terms		16
	3.  Purpose		22
	4.  Procedures for Tendering Eligible Options		23
	5.  Withdrawal Rights and Change of Elections		25
	6.  Acceptance of Eligible Options for Exchange; Issuance of New Options		25
	7.  Extension of Offer; Termination; Amendment		26
	8.  Material U.S. Federal Income Tax Consequences		27
	9.  Conditions to Completion of the Offer		27
	10. Price Range of Common Shares Underlying Eligible Options		29
	11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options		29
	12. Status of Eligible Options Acquired by Us in the Offer; Accounting Consequences of the Offer		31
	13. Legal Matters; Regulatory Approvals		32
	14. Fees and Expenses		32
	15. Source and Amount of Consideration		32
	16. Information Concerning Sprint Nextel Corporation		32
	17. Corporate Plans, Proposals and Negotiations		33
	18. Additional Information		33
	19. Financial Information		34
	20. Miscellaneous; Forward-Looking Statements		36

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I. SUMMARY TERM SHEET — QUESTIONS AND ANSWERS

Questions and Answers about the Stock Option Exchange Program

Sprint is offering certain employees a limited opportunity to elect to exchange certain employee stock options for New Options covering a lesser number of Sprint common shares. We refer to this offer as the “Offer” and it is described in and subject to the terms and conditions set forth in this document and other documents we may refer you to, all of which together we refer to as the “Offer to Exchange.” The following questions and answers seek to address some of the questions that you may have about the Offer.

We urge you to read carefully the entire Offer to Exchange for additional details not addressed in this summary. Some of the responses in this summary include cross-references to sections of this Offer to Exchange where you can find a more complete description of the topics discussed in this summary. References to “Sprint,” the “Company,” “we,” “our” and “us” mean Sprint Nextel Corporation.

Overview of the Offer

Q1. What is the Offer?

We are offering “Eligible Employees” (as defined in Question 3 and who are also referred to in this document as “you” or “your”) the opportunity to elect prior to the expiration of the Offer to exchange some or all of their “Eligible Options” (as defined in Question 2) for newly granted Sprint stock options covering a lesser number of Sprint common shares, which we refer to as “New Options.” The Offer is not a one-for-one exchange. Instead, the number of shares subject to a New Option granted in exchange for each Eligible Option surrendered pursuant to the Offer will be determined by the application of pre-scheduled exchange ratios set forth in the Offer to Exchange.

The Offer expires at 11:00 p.m. Central time, on Wednesday, June 16, 2010, unless we extend the Offer to a later date and time that we announce (see Question 14 and Question 25). Elections to tender Eligible Options in the Offer must be received prior to the expiration of the Offer (see Question 14). Any Eligible Employee who elects to participate in the Offer may do so by completing an online election form at https://sprint.equitybenefits.com and submitting it so that it is received by us prior to the expiration of the Offer. Upon commencement of the Offer, you were sent an email or sent paper materials with information describing how to log in to https://sprint.equitybenefits.com. If you received an email announcement of the Offer, you are required to submit your election online if you elect to participate in the Offer. Other Eligible Employees who were sent paper materials relating to the Offer also may elect to participate by completing and returning a paper election form to the Company by overnight delivery, mail, fax or email, according to the instructions contained in the materials, provided that the completed form is received by the Company before the expiration of the Offer.

Participation in the Offer is voluntary, and there are no penalties for electing not to participate. The Offer is subject to a number of conditions. At the Annual Meeting of Shareholders held on May 11, 2010, our shareholders approved an amendment to the Plan authorizing the Offer. Subject to the satisfaction or waiver of other conditions (see Question 7), we expect to accept all properly tendered Eligible Options, cancel those properly tendered Eligible Options and promptly after the expiration of the Offer grant the New Options in exchange for the cancelled Eligible Options.

Q2. Which employee stock options are eligible to be exchanged in the Offer?

The stock options that are eligible to be exchanged (which we refer to as “Eligible Options”) are non-qualified stock options of Sprint common shares, whether vested or unvested, that:

•  were granted before May 17, 2009 (that is, more than one year prior to the start date of the Offer), including options granted under any Sprint equity compensation plan and options that we assumed in any merger;

•  have an exercise price that is, as of the start date of the Offer, equal to or greater than $6.55 per share, which is greater than the higher of (1) the highest price at which our common shares have traded during the 52-week period preceding the start date of the Offer, and (2) 150% of the price of our common shares preceding the start date of the Offer; and

•  are outstanding (that is, are not previously exercised, expired, terminated or forfeited) and held by an Eligible Employee (as defined below) as of the start date of the Offer and as of the time the Offer expires.

To give you information to make an informed decision, we are providing you a list of your Eligible Options, which includes the grant dates, the exercise prices and the number of shares subject to your Eligible Options. This information will be available to you once you log in to your password-protected personalized information page on the Sprint Stock Option Exchange Program Website at https://sprint.equitybenefits.com and is also included on the election form in the paper materials that we delivered to certain Eligible Employees. For more information, see Section III.1.

Q3. Who is eligible to participate in the Offer?

Each employee of Sprint and our wholly-owned U.S. subsidiaries as of the date we commence the Offer is an Eligible Employee who may participate in the Offer if he or she:

•  continues to be so employed through the expiration of the Offer and the grant date of the New Options;

•  holds Eligible Options; and

•  is not a current or former member of our Board of Directors and is not one of the executive officers named in the compensation tables included in the last proxy statement that we filed with the SEC.

If you are on a leave of absence, you are an Eligible Employee, but before deciding to exchange Eligible Options in the Offer please carefully note that the grant will be conditioned upon continued employment through the grant date of the New Options. Please note that employees of Clearwire Corporation, which is not one of our wholly-owned subsidiaries, are not eligible to participate in the Offer nor are former Sprint employees, including those transferred to certain of our vendors. For more information, see Section III.1.

Q4. Why should I consider participating in the Offer?

You should read and carefully consider all of the information in the Offer to Exchange, including the risk factors discussed herein.

Eligible Options that are either vested or unvested represent a current or potential future right to purchase our common shares at a specified price. Due to market fluctuations over time, the market price of our common shares can be greater than, equal to or less than the exercise price of an Eligible Option. When the market price of Sprint common shares is greater than the exercise price of an option (also known as an option being “in-the-money”), exercising the option would result in an economic benefit because you are able to buy the shares at less than the then-prevailing market price of the shares, which you may then choose to sell for the higher market price. When the market price of Sprint common shares is less than the exercise price of the option (also known as the option being “out-of-the-money” or “underwater”), exercising the stock option and selling the purchased shares would result in an economic loss.

If you properly tender an Eligible Option in the Offer, and we accept it pursuant to the Offer, then promptly after the expiration of the Offer that Eligible Option will be cancelled and, provided that you remain an employee of Sprint or one of our wholly-owned U.S. subsidiaries, you will be granted in exchange a New Option that is unvested and that, if it becomes vested, will be exercisable for a lesser number of shares than the Eligible Option you tendered in exchange, and with an exercise price equal to the closing price of our common shares as reported by the New York Stock Exchange on the grant date. This grant of New Options may or may not be more valuable to you than continuing to hold your Eligible Options into the future. The future value of the Eligible Options depends on a number of factors that are not possible to predict, including

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the market performance of our common shares, the timing of such performance and your continued employment through relevant vesting dates and exercise periods. For more information, see Section II.

Q5. How many shares will be subject to New Options that the Company is offering in exchange for my Eligible Options?

The Offer is not a one-for-one exchange. Eligible Employees surrendering outstanding Eligible Options will receive New Options that are unvested and that, once vested, will be exercisable for a lesser number of common shares with an exercise price equal to the closing price of our common shares as reported by the New York Stock Exchange on the grant date of the New Option. New Options will be granted under the Sprint Nextel Corporation 2007 Omnibus Incentive Plan, as amended and restated (the “Plan”). The ratio of the number of shares underlying an Eligible Option for each share underlying a New Option is referred to as an “exchange ratio.” Each grant of Eligible Options has been assigned a fixed and pre-established exchange ratio that is set forth in this document. (See Question 6.)

The exchange ratio applicable to each of your Eligible Options and the number of shares subject to each New Option that may be granted in exchange for each of your Eligible Options is set forth on your personalized election page on the Sprint Stock Option Exchange Program Website and, if you received paper materials, on your paper election form.

Q6. What are the exchange ratios, and how were they set?

The exchange ratios are used to determine how many Eligible Options an Eligible Employee must surrender in order to receive a New Option. Using an exchange ratio is intended to result in the issuance of New Options that have, in the aggregate, an estimated fair value approximately equal to the estimated fair value of the surrendered Eligible Options they replace.

The Offer is based on two “tiers” in which Eligible Options at one similar set of exercise prices would be exchanged for New Options covering a lesser number of shares than the subject Eligible Options, and Eligible Options at another similar set of exercise prices would be exchanged for New Options covering another lesser number of shares than those subject Eligible Options, each exchange being based on the exchange ratio for the applicable tier. The exchange ratio for the higher-priced tier would be higher than the exchange ratio for the lower-priced tier. Setting the exchange ratios in this manner is intended to result in the offer of New Options that have an estimated fair value approximately equal, in the aggregate, to the fair value of the Eligible Options they replace.

The exchange ratios are as follows:

	The Exchange Ratio would be
For Exercise Price of an	(Number of Eligible Options to
Eligible Option Equal to:	Number of New Options):
$6.55 to $13.17		2:1
$13.18 and above		4.5:1

The exchange ratios were determined by the Compensation Committee shortly before the beginning of the Offer based on the estimated fair value of the Eligible Options using the Black-Scholes option valuation model consistent with our past methodologies and based on reasonable assumptions about factors such as the volatility of our stock, and, specifically, the exercise price of the New Option, the holding period and expected term of an option. (For more information on how we valued New Options and Eligible Options for purposes of determining each exchange ratio, see Section III.2.)

Depending on the assumptions used to value your Eligible Options and New Options, it is possible a Black-Scholes valuation of your New Options may be more or less than a Black-Scholes valuation of your Eligible Options. This also is possible under the exchange ratios set forth above. The exchange ratios were established as of May 14, 2010, prior to the commencement of the Offer. The actual Black-Scholes value of the Eligible Options and the New Options cannot be known until after the expiration of the Offer. Accordingly,

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it is important for you to evaluate this offer based on your assessment of the Company’s future stock price, the specific Eligible Options you currently hold and other applicable risk factors.

Q7. Are there any conditions to the Offer?

The Offer also is subject to a number of additional conditions with regard to events that could occur prior to the expiration of the Offer and which are more fully described in Section III.9. The Offer is not conditioned upon a minimum number of Eligible Options being surrendered for exchange or a minimum number of Eligible Employees participating. If any of the events described in Section III.9 occur, we may elect to terminate, extend or amend the Offer at any time prior to the expiration of the Offer.

Q8. Why is the Company implementing the stock option exchange?

Our equity compensation programs are offered to many of our employees in order to emphasize pay-for-performance in long-term incentives and to more closely align our employees’ interests with our shareholders’ interests. We believe that it is critical to our success to retain and motivate key employees throughout our operations and to reinforce the alignment of our employees’ interests with those of our shareholders. However, many of our employee stock options are significantly “out of the money” or “underwater” because our stock price has declined since we granted the Eligible Options. (For more information about “in the money” and “out of the money” options, see Question 4.)

We believe these underwater options do not effectively serve the long-term incentive, motivation and retention objectives that they were intended to provide. The Offer is an important component in our strategy to more closely align employee and shareholder interests through our equity compensation programs by providing employees who elect to participate potential renewed incentives that may over time have greater value than their Eligible Options offer. Tendering your Eligible Options in the Offer will provide you with a means of exchanging significantly underwater Eligible Options for New Options with an exercise price that is equal to the market price of our common shares on the date they are granted, which will be promptly after the expiration of the Offer. The Offer also is intended to enable us to enhance long-term shareholder value by providing greater assurance that we will be able to retain experienced and productive Eligible Employees, by increasing the motivation of our Eligible Employees generally, and by more closely aligning Eligible Employees and shareholder interests. For more information, see Section III.3.

Q9. What are the terms of the New Options?

Each New Option will be granted under and subject to the terms and conditions of the Plan and will generally have the same terms and conditions that we currently apply to awards granted under the Plan, which may differ from your Eligible Options. Your election to tender Eligible Options in exchange for New Options constitutes your agreement to and acceptance of the terms and conditions of the New Options upon grant. The form of the award agreement setting forth the terms and conditions that will be applicable to the New Options is available on the Sprint Stock Option Exchange Program Website and is included in the paper materials sent to certain Eligible Employees.

In addition to any differences between the standard terms and conditions applicable to any Eligible Option and the standard terms and conditions applicable to a New Option, the New Options will have the following terms, which are different than those of the Eligible Options:

•  Each New Option will have an exercise price equal to the closing price of our common shares on the date the New Options are granted, which will occur promptly after the expiration of the Offer;

•  Each New Option will be, subject to vesting and exercise periods, exercisable for a lesser number of shares than were subject to the Eligible Option for which it is exchanged;

•  Each New Option will not be vested and will not be exercisable on the date it is granted and will have a two-year vesting period with 50% vesting at the end of each of the first two years from the New Option date of grant, even if all or a portion of the Eligible Options are already vested; and

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•  The term of each New Option will be seven years from the grant date, subject to earlier expiration upon termination of employment under certain circumstances.

Some examples of the standard terms and conditions of the Plan and New Options that differ from the standard terms and conditions of the Eligible Options as a result of differences in the terms of the equity incentive plans under which they were granted are:

•  Under the MISOP (as defined in Section III.1), Eligible Options do not expire early in the case of involuntary not for cause termination of employment and under the Nextel Plan (as defined in Section III.1), Eligible Options expire 30 days after involuntary termination not for cause or resignation; the New Options will expire 90 days after an involuntary termination not for cause or resignation;

•  Under the Nextel Plan, the Eligible Options remain exercisable one year after normal retirement, unless the options expire earlier by their terms; the New Options, if vested, remain exercisable for five years after early or normal retirement unless the options expire earlier by their terms; and

•  Under the 1997 Program (as defined in Section III.1), most Eligible Options automatically vest upon a change in control; accelerated vesting of the New Options in connection with a change in control will occur only if you are involuntarily terminated without cause within 18 months following the change in control.

Please consult your Eligible Options award agreements, the equity incentive plans under which they were granted and other governing documents for details about the terms and conditions of your Eligible Options for further information in order to compare them to the terms and conditions of the New Options as set forth in the form of award agreement available on the Sprint Stock Option Exchange Program Website. For more information, see Section III.2.

Q10. When will the New Options vest?

Our employee stock options cannot be exercised until they vest and vesting is in part based on the employee’s continued employment with us or one of our subsidiaries. None of the New Options will be vested on the date of grant. New Options will be subject to a two-year vesting period with 50% vesting at the end of each of the first two years from the New Option date of grant, even if all or a portion of the Eligible Options are already vested.

You should also keep in mind that if you exchange Eligible Options for New Options and you cease to be employed by Sprint or one of our subsidiaries before the shares subject to the New Options vest, you will forfeit any unvested portion of your New Options, except as described below, even if the Eligible Options that you surrendered in exchange for the New Options were vested at the time the Eligible Options were surrendered.

Q11. What will be the exercise price per share of the New Options?

The New Options will be granted promptly following expiration of the Offer, which will extend for at least 20 business days from the date it commenced. All New Options granted pursuant to the Offer will have an exercise price equal to the closing price of our common shares as reported by the New York Stock Exchange on the grant date for the New Options, which will be the price of the last trade as of the closing of the New York Stock Exchange on the grant date, as reported by the New York Stock Exchange.

We cannot predict the exercise price per share of the New Options.

Q12. What happens to my New Options if I terminate employment with Sprint?

Under the terms of the Plan, you must be an employee of Sprint or one of our wholly-owned U.S. subsidiaries on the grant date of the New Options in order to be eligible to receive such New Options. The grant date will occur promptly after expiration of the Offer. The form of the award agreement for New Options, setting forth the terms and conditions that will be applicable to the New Options, is included as an exhibit to the Schedule TO that we have filed with the SEC and is available to Eligible Employees through the

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Sprint Stock Option Exchange Program Website and in paper materials delivered to certain Eligible Employees. Generally, if an Eligible Employee ceases to be employed by us for reasons other than death, disability, or normal retirement, any New Option held by such employee will not continue to vest and any unvested portion of the New Option will be cancelled as of the Eligible Employee’s date of termination. If you are involuntarily terminated by us without cause within 18 months following a change in control, your New Options will vest on your date of termination. If you are terminated by us without cause (not within 18 months of a change in control) and you receive severance from us payable over time (i.e., not in a lump sum), you will continue to vest in the New Options during your severance pay period and any unvested portion of the New Option on the last day of your severance pay period will be cancelled as of such date. Any vested, unexercised portion of the New Option will generally be exercisable for 90 days after termination for any reason other than death, disability or retirement. For more information, see Section III.2.

Nothing in the Offer should be construed to confer upon you the right to remain an employee of Sprint or one of our subsidiaries. The terms of your employment with us are not affected or changed by the Offer. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain an employee of Sprint or one of our or its subsidiaries until the grant date for the New Options or thereafter.

Effects of Participating in the Offer

Q13. What does it mean to “tender” my options?

When we refer to you tendering your options, we mean that you have agreed to surrender (or give up) your Eligible Options in exchange for New Options on the terms and subject to the conditions set forth in the Offer to Exchange. At the conclusion of the Offer, subject to the satisfaction of the conditions in the Offer, we intend to accept for exchange all Eligible Options that have been properly tendered.

Q14. How do I participate in the Offer?

The Offer is scheduled to expire at 11:00 p.m. Central time, on Wednesday, June 16, 2010. Unless we extend the Offer for all Eligible Employees, no exceptions will be made to this deadline. Although we do not currently intend to do so, we may, in our sole discretion, extend the expiration date of the Offer at any time. If we extend the Offer, we will publicly announce the extension and the new expiration date no later than 8:00 a.m., Central Time, on the next business day after the last previously scheduled or announced expiration date.

If you want to exchange any of your Eligible Options, you must submit your election so that it is received before this Offer expires. You may submit your election in the following ways:

By Internet.  Any Eligible Employee may submit an election to exchange Eligible Options online at the Sprint Stock Option Exchange Program Website, which is available at https://sprint.equitybenefits.com. If you received an email announcement of the Offer, you are required to submit your election online if you elect to participate in the Offer. If you were sent paper materials relating to the Offer, you have the option of making your election either online or by returning your paper election form to the Company, as described below. Your email announcement or paper materials, as applicable, contain instructions for logging into the website. Your online election must be submitted and received by us before the expiration of the Offer scheduled at 11:00 p.m., Central Time, on June 16, 2010.

By Overnight Delivery, Mail, Fax or Email.  Certain Eligible Employees will be sent paper materials relating to the Offer. These Eligible Employees may submit an election to exchange Eligible Options either online at the Sprint Stock Option Exchange Program Website, which is available at https://sprint.equitybenefits.com, or by completing and returning a paper election form to the Company by overnight delivery, mail, fax or email, according to the instructions contained in the materials. If you choose to submit your election online, it must be submitted and received by us before the expiration of the Offer scheduled at 11:00 p.m., Central Time, on June 16, 2010. If you choose to submit a paper election form, the Company must receive it by overnight delivery, mail, fax or email before the expiration of the Offer scheduled at 11:00 p.m., Central Time, on June 16, 2010.

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To submit a paper election form via mail, you must send the election form using regular mail or overnight delivery to the following address:

Sprint Nextel Corporation
Attn: Stock Option Exchange Program
MAILSTOP: KSOPHL 0312-3A200
6500 Sprint Parkway
Overland Park, Kansas 66251

To submit a paper election form via fax, you must send the properly completed and signed and dated election form to the following fax number: 1-913-523-2709. To submit a paper election form via email, you must scan the properly completed and signed and dated election form into a pdf or similar file and email it to the following email address: StockOptionExchangeProgram@Sprint.com.

The proper submission or delivery of all materials, including elections, changes of elections and withdrawals, is your responsibility. Only responses that are complete and actually received by the deadline will be accepted. If your election is not received by the Offer expiration date, you will be deemed to have rejected the Offer.

You do not need to return your stock option agreements relating to any tendered Eligible Options; they automatically will be cancelled if we accept the Eligible Options that you tender for exchange.

We reserve the right to reject any or all tenders of Eligible Options that we determine are not in appropriate form or that we determine would be unlawful to accept. Subject to the satisfaction of the conditions of the Offer, we expect to accept all properly tendered Eligible Options upon expiration of the Offer. For more information, see Section III.4.

Q15. If I elect to tender Eligible Options in the Offer, can I change or withdraw my election?

Yes. At any time before the expiration of the Offer you may change or withdraw your election. If we extend the Offer beyond 11:00 p.m. Central Time, on June 16, 2010, you may change or withdraw your tender of Eligible Options at any time until the expiration of the extended deadline. You may change your mind as many times as you wish, but you will be bound by the latest dated and properly submitted election we receive before the Offer expires. In addition, you may withdraw your tendered Eligible Options if we have not accepted your tendered Eligible Options for exchange within 40 business days after the commencement of the Offer.

You may change or withdraw your elections by returning to the Sprint Stock Option Exchange Program Website at https://sprint.equitybenefits.com and submitting new elections. If you received paper materials you may also change or withdraw your elections by submitting a new paper election form. Your election to change or withdraw a previous election must be received before the Offer expires. Your latest dated election that is properly completed and received before the expiration of the Offer will control. For more information, see Section III.5.

Q16. Am I required to participate in the Offer?

No. Participation in the Offer is voluntary. If you choose not to participate, you will keep all your Eligible Options subject to their current terms and will not receive any New Options under the Offer. No changes will be made to the terms of your Eligible Options. For more information, see Section III.4.

Q17. If I participate in the Offer, do I need to tender all of my Eligible Options?

If you elect to participate in the Offer, you may elect to tender any or all of your Eligible Options on a grant-by-grant basis, i.e., you may choose to tender Eligible Options from one grant but not those from another grant. You may not elect to tender only a portion of an Eligible Option grant. For more information, see Section III.4.

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Q18. Will my decision to participate or not to participate in the Offer have any impact on my ability to receive options in the future?

No. Your decision to participate or not to participate in the Offer will not have any effect on whether or not you are eligible to receive future option grants or other equity awards. For more information, see Section III.1.

Q19. How can I find out what Eligible Options I hold?

Once you log in to the Sprint Stock Option Exchange Program Website, located at https://sprint.equitybenefits.com, by following the instructions that were either emailed or sent to you, you will be able to view your options that qualify as Eligible Options (assuming they continue to be outstanding as of the expiration of the Offer). To give you information to make an informed decision, we are providing you a list of your Eligible Options, which includes the grant dates, the exercise prices and the number of shares subject to your Eligible Options. This information is also included on the election form in the paper materials that we delivered to certain Eligible Employees. The information provided regarding your Eligible Options is as of May 14, 2010 and will not be updated to reflect any changes subsequent to such date, including any changes in the eligibility of the options that you hold if your employment were to terminate. For more information, see Section III.1.

Q20. What if I think I have Eligible Options but did not receive the Offer materials?

You may check your UBS OneSource online account at https://onesource.ubs.com/s or call UBS at (877)785-6985 to determine whether you have any options that meet the criteria for Eligible Options described in Question 2.

Q21. May I tender Eligible Options that have been transferred to another person or a trust?

Only options that are held by an Eligible Employee qualify as Eligible Options. If your Eligible Options have been transferred to a trust, and you have full authority to tender the transferred Eligible Options (for example, as a trustee or custodian), we will consider these options held by you, and thus you may elect to tender these transferred Eligible Options. If you elect to tender any transferred Eligible Options, you will be representing to us that you have full authority to tender these transferred Eligible Options. If you do not have full authority to tender transferred options, then you may not tender those options.

Q22. What if my employment with the Company terminates before the expiration of the Offer?

To be an Eligible Employee, you must be employed by Sprint or one of our wholly-owned U.S. subsidiaries through the expiration of the Offer. If you cease to be employed by us for any reason before the Offer expires, then you will no longer be eligible to participate in the Offer, and we will not accept your Eligible Options for exchange, regardless of whether you tendered Eligible Options before your termination of employment. Please note that if your employment with the Company or one of its wholly-owned U.S. subsidiaries terminates before the Offer expires, the existing terms of your options and the equity incentive plans under which they were granted will govern the impact of your employment termination on your Eligible Options. If an employee stock option that you hold (either vested or unvested) expires, terminates or is forfeited before the expiration of the Offer, whether because of termination of your employment or otherwise, that stock option will not be an “Eligible Option.” Only stock options that have not expired, terminated or been forfeited, that remain outstanding as of the expiration of the Offer and that are held by an employee of Sprint or its wholly-owned U.S. subsidiaries will be “Eligible Options.”

Tenders of options that do not qualify as “Eligible Options” will not be accepted. For example, if your employment terminates during the Offer period, and your options terminate (whether or not they have been tendered), the Company will not accept any tenders of such terminated unvested options. The Company will determine in its sole discretion whether options are Eligible Options for purposes of the Offer. (For more information, see Section III.1.) The information on the Sprint Stock Option Exchange Program Website, located at https://sprint.equitybenefits.com, will not be updated to reflect events after May 14, 2010, including employment terminations. Accordingly, you may be able to submit an election via the Sprint Stock Option

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Exchange Program website or in paper form, but that ability does not make options that do not otherwise qualify “Eligible Options” that could be tendered in the Offer.

In addition, under the terms of the Plan, you must be an employee of Sprint or one of our wholly-owned U.S. subsidiaries on the grant date of the New Options, which will occur promptly after the expiration date.

Q23. If I choose to participate, what will happen to my options that I tender?

If you are an Eligible Employee and validly tender Eligible Options that you do not withdraw from the Offer before the expiration of the Offer, those options will be cancelled if and when we accept them in exchange for New Options, and you will no longer have any rights with respect to those cancelled options. For more information, see Sections III.6 and III.12.

Q24. What happens to Eligible Options that I do not tender?

Eligible Options that are not exchanged for New Options because you choose not to or do not validly tender them or withdraw a previous election before the Offer expires will (1) remain outstanding until they are exercised or they expire by their original terms, and (2) retain all of the other terms and conditions as set forth in the relevant agreement related to such option grant, including exercise price and vesting schedule. For more information, see Section III.4.

Q25. When does the Offer expire? How will I know if the Offer is extended?

The Offer begins at 12:01 a.m., Central Time, on May 17, 2010 and is scheduled to expire at 11:00 p.m., Central Time, on June 16, 2010 (or, if we extend the Offer period, a later date that we will specify). We currently have no plans to extend the Offer beyond 11:00 p.m., Central Time, on June 16, 2010. However, if we do extend the Offer, we will announce the extension by making a public announcement no later than 8:00 a.m., Central Time, on the next business day following the previously scheduled expiration date. For more information, see Sections III.1 and III.7.

Q26. If I participate in the Offer and my tendered options are accepted, when will I receive my New Options?

We expect to cancel all properly tendered Eligible Options on the same day that the Offer expires. The New Options will be granted promptly following the expiration of the Offer, likely no later than the first trading day immediately following the date on which the Offer expires. For example, the scheduled expiration date of the Offer is June 16, 2010, and we expect to accept and cancel all properly tendered Eligible Options as of 11:01 p.m. Central Time, on June 16, 2010 and to grant New Options promptly thereafter. If the expiration date is extended, then the cancellation date and the New Option grant date would be similarly extended. The number of shares subject to each New Option is not affected by the grant date because the exchange ratios are fixed and pre-established. Information regarding your New Options will be posted to your UBS OneSource online account as soon as administratively practicable after they are granted. For more information, see Section III.6.

Q27. If the Offer is extended, how does the extension affect when I will receive my New Options?

If we extend the Offer, you will receive any New Options promptly after the expiration of any extension. For more information, see Section III.7.

Other Aspects of the Offer

Q28. Why can’t you just grant Eligible Employees more options?

We designed the Offer to avoid the potential dilution in ownership to our shareholders that would result if we granted employees additional options to supplement their underwater options. Granting more options would increase our “overhang” of outstanding stock options, which would not be viewed favorably by our shareholders who were required to approve the Offer. “Overhang” is a term referring to the total number of

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our outstanding stock option awards not exercised, plus equity awards available to be granted, divided by total common shares outstanding at the end of the year. In addition, issuing New Options without cancelling any previously granted options would increase our non-cash operating expenses because we would need to expense both the New Options and any remaining unrecognized compensation expense related to the Eligible Options, which would decrease our results of operations and which could negatively impact our stock price. Because we believe that the Offer to Exchange must balance the interests of our shareholders and our employees, we designed it in a manner intended to minimize the incremental accounting expense for the New Options. For more information, see Sections III.3 and III.12.

Q29. Will I owe taxes if I exchange my Eligible Options in the Offer?

We believe the exchange of Eligible Options should be treated as a non-taxable exchange, and no income should be recognized for U.S. federal income tax purposes upon grant of the New Options; however, we advise all Eligible Employees who may consider exchanging their Eligible Options to consult with their own tax advisors with respect to the federal, state and local tax consequences of participating in the Offer. Eligible Employees should read the information regarding the tax implications of the Offer that we have filed with the SEC and that are available to Eligible Employees through the Sprint Stock Option Exchange Program Website and in paper materials delivered to Eligible Employees. For more information, see Section III.8.

Q30. Does participating in the Offer involve any risks? Are there risks in deciding not to participate?

Yes. Participating in the Offer involves a number of risks, including the risk that the price of our common shares may increase to such an extent in the future that Eligible Options tendered and cancelled in the Offer might have been worth more than New Options granted in exchange for them, and the risk that you may not satisfy the vesting condition of the New Options that are exchanged for Eligible Options that are or would have become vested.

No assurances or predictions can be made about the future price of our common shares. In evaluating the Offer, you should keep in mind that the future performance of our common shares and the value of your options will depend upon, among other factors, the overall economic environment, the performance of the overall stock market and our stock and companies in the telecommunications sector, and the performance of our business, and you should also keep in mind the possibility that your options may remain underwater, may not become exercisable and/or may terminate if your employment terminates. Accordingly, there are also risks associated with keeping your Eligible Options and deciding not to participate in the Offer.

For more information about these risks as well as risks relating to the Company’s business in general, see Section II and the section entitled “Risk Factors” in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form l0-Q, as filed with the SEC, which are available at the SEC’s website at http://www.sec.gov. We also recommend that you read the discussion about our business contained in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q, as filed with the SEC. You also should review other developments relating to the Company and our business reported in Current Reports on Form 8-K, also filed with the SEC. Each of these filings is also available through the Company’s website at http://www.sprint.com/investors. For more information about the reports we file with the SEC, see Section III.18.

Q31. Is it likely that another offer similar to this one will be made in the future?

No. We do not anticipate offering Eligible Employees another opportunity to exchange out-of-the-money options for replacement options. The Company is making the Offer, in part, due to the current economic environment and other special circumstances surrounding the recent decline in the Company’s stock price to motivate and retain key employees and reinforce the alignment of employee and shareholder interests. Accordingly, while the Compensation Committee of the Board of Directors evaluates the Company’s compensation programs periodically, neither the Committee nor the Board has any current intention to make

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any similar offer in the future and both expect the Offer to be a one-time event. We can provide no assurance as to the possible price of our common shares at any time in the future.

Q32. What interests do the directors and executive officers of Sprint have in the Offer?

As described in the response to Question 3, current and former members of our Board of Directors and our named executive officers (those executive officers named in the Summary Compensation Table of our proxy statement as filed with the SEC on March 29, 2010) are not eligible to participate in the Offer and may not tender Eligible Options in the Offer. The number of common shares subject to Eligible Options held as of May 14, 2010 by our current executive officers who are eligible to participate in the Offer is set forth in Section III.11.

Q33. Can I access the website from home?

Yes, you can access the Sprint Stock Option Exchange Program Website from any computer with internet access at the following address: https://sprint.equitybenefits.com. Upon commencement of the Offer, you were sent an email or paper materials with information describing how to log in to this website.

Q34. What if I am on vacation or leave of absence during the Offer period? Can I still participate?

Yes, but your election to participate must be submitted and received before the Offer expires at 11:00 p.m., Central Time, on June 16, 2010 (or, if we extend the Offer, a later date that we will specify). It is your responsibility to make sure that your election is received by us by the expiration of the Offer.

Q35. What if I have additional questions?

You should direct questions about this Offer and requests for additional copies of this Offer to Exchange and other offer documents to Stock & Option Solutions at (800) 864-7096 or via email at sprint@sos-team.com.

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II. RISKS OF PARTICIPATING IN THE OFFER

Participating in the Offer involves a number of risks and uncertainties. Conversely, there are risks associated with keeping your Eligible Options and deciding not to tender them in the Offer. We describe some of those risks below. In addition, information concerning risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, is incorporated by reference into this Offer. Copies of these filings may be obtained as described in Section III.18. You should carefully consider these risks and are encouraged to consult your investment, tax and legal advisors before deciding to participate in the Offer. In addition, we strongly urge you to read the sections in this document discussing the tax consequences, as well as the rest of the Offer to Exchange, for a more in-depth discussion of the risks that may apply to you before deciding whether to participate in the Offer.

Portions of this Offer (including information incorporated by reference) include “forward-looking statements.” The words “believe,” “expect,” “anticipate,” “project,” “will,” “could,” “would,” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. The matters discussed in these forward- looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. The most significant of these risks, uncertainties and other factors are described in this document and in our SEC filings referenced in the immediately preceding paragraph. We caution you not to place undue reliance on the forward-looking statements contained in this document or in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

The following discussion should be read in conjunction with the financial information in Section III.19, as well as our financial statements and notes to the financial statements included on our most recent Forms 10-K and 10-Q.

Risks That Are Specific to This Offer

If you exchange Eligible Options for New Options in the Offer and your employment with the Company terminates before the New Options fully vest, you will likely forfeit any unvested portion of your New Options and have a limited period to exercise any vested portion.

If you elect to participate in the Offer, none of the New Options you receive will be vested on the date of grant. New Options will be subject to a two-year vesting period with 50% vesting at the end of each of the first two years from the New Option date of grant, even if all or a portion of the Eligible Options are already vested. In addition, the term of each New Option will be seven years, subject to earlier expiration upon termination of employment under certain circumstances. Generally, if you cease to be employed by us or one of our subsidiaries, any New Options held by you will not continue to vest and any unvested portion of the New Options will be cancelled as of your date of termination. Accordingly, if you exchange Eligible Options for New Options in the Offer and your employment with us terminates for reasons other than death, disability, or normal retirement or in connection with a change-in-control before the New Options fully vest, you will forfeit any unvested portion of your New Options even if the Eligible Options surrendered in the Offer were vested at the time of the exchange. Also, even vested options may expire before their term in the event of your termination of employment.

Nothing in the Offer should be construed to confer upon you the right to remain an employee of Sprint or one of our subsidiaries. The terms of your employment with us are not affected or changed by the Offer. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain employed until any vesting dates of any New Options granted.

If the trading price of our common shares increases in the future, the realized value of your New Options might be worth less than the realized value of Eligible Options that you surrendered under the Offer.

Because the Offer is not based on a one-for-one exchange ratio with respect to the Eligible Options, it is possible that in the future your Eligible Options could be economically more valuable than the New Options

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granted pursuant to the Offer. For example, if you exchange an Eligible Option exercisable for 1,000 shares with an exercise price of $8.00 per share and a remaining term of four years, you will receive a New Option exercisable for 500 shares. Assume, for illustrative purposes only, that the exercise price of your New Option is $4.00 per share and that in three years the trading price of our common shares has increased to $15.00 per share. Under this example, if you had retained and exercised your Eligible Option and then sold the subject shares at $15.00 per share, you would have realized a pre-tax gain of $7,000. If you exchanged your Eligible Option and exercised, and sold the shares subject to, your New Option, however, you would realize a pretax gain of only $5,500.

If the trading price of our common shares decreases after the date on which the New Options are granted, you will not be able to realize any gain from the exercise of your New Options.

The exercise price per share of all New Options will be equal to the closing price of our common shares as reported on the New York Stock Exchange on the grant date promptly after the expiration date of the Offer. If the trading price of our common shares decreases after the grant date, the exercise price of your New Options will be greater than the trading price of our common shares, and you will not be able to realize any gain from the exercise of your New Options. The trading price of our common shares has been volatile and there can be no assurance that the price of our common shares will increase after the grant date of the New Options.

If the Company is acquired by, merges with or acquires another company, the value of the New Options that you receive in the Offer may ultimately be less than the value of the Eligible Options that you surrendered in the Offer.

A transaction involving the Company, such as a merger or other acquisition, could have a substantial effect on our share price, including significantly increasing the price of our common shares. Depending on the structure and terms of this type of transaction, holders of Eligible Options who elect to participate in the Offer might receive less of a benefit from the appreciation in the price of our common shares resulting from the merger or acquisition. This could result in a greater financial benefit for those holders of Eligible Options who did not participate in this Offer and retained their Eligible Options.

Furthermore, a transaction involving us, such as a merger or other acquisition, could result in a reduction in our workforce. Generally, if you cease to be employed by us, any New Options held by you will not continue to vest and any unvested portion of the New Options will be cancelled as of your date of termination, except for terminations for reasons of death, disability or normal retirement or involuntarily within 18 months after a change-in-control, in which case vesting of the New Options will be accelerated to your date of termination, and except for continued vesting during a period of post-employment separation pay. Accordingly, if you exchange Eligible Options for New Options in the Offer and your employment with us terminates before the New Options fully vest, you will forfeit any unvested portion of your New Options even if the Eligible Options surrendered in the Offer were vested at the time of the exchange. Finally, there is no certainty as to how options or other equity awards, and in particular unvested equity awards, will be treated in any such merger or acquisition. Thus, it is possible that the treatment of New Options in any such transaction may be less favorable than the treatment of Eligible Options.

The exchange ratios used in the Offer may not accurately reflect the value of your Eligible Options and/or the New Options at the time of their exchange.

The calculation of the exchange ratios for the Eligible Options in the Offer was based on a valuation method that we apply for accounting purposes and that relies on numerous assumptions. If a different method or different assumptions had been used, or if the exchange ratios had been calculated as of a different date, the exchange ratio for an Eligible Option may have varied from the applicable exchange ratio reflected in this Offer. The valuation method that we used for establishing the exchange ratios is designed to estimate a fair value of options as of the date the exchange ratios were calculated and is not a prediction of the future value that might be realized through Eligible Options or New Options.

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The estimated fair value of the New Options that you receive in the Offer may be less than the estimated fair value of the Eligible Options that you surrendered in the Offer.

We have designed the Offer with the intention of granting New Options that do not result in significant additional compensation expense to the Company. The exchange ratios therefore have been determined in a manner intended to result in the grant of New Options with an estimated fair value in the aggregate that is not significantly greater than the estimated fair value in the aggregate of the Eligible Options they replace. Because of this aggregated approach to the implementation of exchange ratios, as of the grant date of the New Options, the estimated fair value of a New Option may be greater or less than the estimated fair value of the Eligible Option it replaces. Furthermore, because we do not grant options to purchase fractional shares, the number of shares underlying a New Option will be rounded down after application of the exchange ratios.

Risks Relating to Our Business Generally

You should carefully review the risk factors contained in our periodic and other reports filed with the SEC, including those in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and also the information provided in the Offer to Exchange and the other materials that we have filed with the SEC, before making a decision on whether to surrender your Eligible Options for exchange. You may access these filings electronically at the SEC’s website at http://www.sec.gov or on our website at the investor page at http://www.sprint.com/investors. In addition, upon request we will provide you with a copy of any or all of the documents to which we have referred you without charge to you. See Section III.18 for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review these reports.

III. THE OFFER

The following information provides important additional details regarding the Offer.

1.   General; Eligibility; Offer Expiration Time

Sprint is offering certain employees a limited opportunity to exchange certain employee stock options for New Options covering a lesser number of Sprint common shares.

Eligible Employees.  With the exception of the excluded individuals described below, all individuals who hold Eligible Options, who are employed by us or one of our wholly-owned U.S. subsidiaries on the date we commence the Offer, other than international employees, and who continue to be employed by us or one of our wholly-owned U.S. subsidiaries through the expiration of the Offer and the grant date of the New Options, will be eligible to participate in the Offer.

Employees on vacation or an approved leave of absence during the Offer period may participate in the Offer. All Eligible Employees, including those on vacation or on leave during the Offer period, are subject to the same deadline to tender Eligible Options pursuant to the Offer.

Only options that are held by an Eligible Employee qualify as Eligible Options. If your Eligible Options have been transferred to a trust, and you have full authority to tender the transferred Eligible Options (for example, as a trustee or custodian), we will consider these options held by you, and thus you may elect to tender these transferred Eligible Options. If you elect to tender any transferred Eligible Options, you will be representing to us that you have full authority to tender these transferred Eligible Options. If you do not have full authority to tender transferred options, then you may not tender those options.

Current and former members of our Board of Directors and our named executive officers (i.e., those executive officers named in the compensation tables included in the last proxy statement that we filed with the SEC) are not eligible to participate in the Offer. Executive officers who were not named in the compensation tables included in the last proxy statement that we filed with the SEC are eligible to participate in the Offer. We have excluded international employees from the Offer due to, among other things, tax, regulatory and other implications.

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Eligible Options.  We are offering to exchange only Sprint stock options that are Eligible Options. Eligible Options are stock options exercisable for Sprint common shares that:

•  were granted before May 17, 2009 (that is, more than one year prior to the start date of the Offer), including options granted under any Sprint equity compensation plan and options that we assumed in any merger;

•  have an exercise price that is, as of the start date of the Offer, equal to or greater than $6.55 per share, which is at least the higher of (1) the highest price at which our common shares have traded during the 52 week period preceding the start date of the Offer, and (2) 150% of the price of our common shares preceding the start date of the Offer; and

•  are outstanding (that is, are not previously exercised, expired, terminated or forfeited) and held by an Eligible Employee (as defined above) as of the start date of the Offer and as of the time the Offer expires.

Eligible Options include vested and unvested options. All Eligible Options that are not exchanged will remain outstanding and in effect in accordance with their existing terms.

The equity incentive plans under which Eligible Options have been granted include the following plans adopted by us, or various assumed by us in connection with corporate acquisitions (collectively, the “Plans”):

•  the Sprint Nextel Corporation 2007 Omnibus Incentive Plan, as amended and restated (the “Plan”);

•  the Sprint Corporation 1997 Long-Term Incentive Program (the “1997 Program”);

•  the Nextel Communications, Inc. Incentive Equity Plan (the “Nextel Plan”); and

•  the Sprint Corporation Management Incentive Stock Option Plan (the “MISOP”).

The Company will determine which stock option grants are Eligible Options for purposes of the Offer.

If an employee stock option that you hold (either vested or unvested) expires, terminates or is forfeited before the date the Offer expires, whether because of termination of your employment or otherwise, that stock option will not be an Eligible Option. Only stock options that remain outstanding as of the date the Offer expires, i.e., that have not expired, terminated or been forfeited, and that are held by an Eligible Employee will be Eligible Options.

To give you information to make an informed decision, we are providing you a list of your Eligible Options, which includes the grant dates, the exercise prices and the number of shares subject to your Eligible Options. This information will be available to you once you log in to your password-protected personalized election page on the Sprint Stock Option Exchange Program Website. You will need to follow the instructions that were emailed to you to access your personal information on the Sprint Stock Option Exchange Program Website. This information also is set forth on the election form in the paper materials that we delivered to certain Eligible Employees. Please note that if your employment with the Company terminates before the Offer expires, the existing terms of your option agreements and the Plans will govern the impact of employment termination on your options. The information regarding your Eligible Options provided on the Sprint Stock Option Exchange Program Website or set forth in the paper materials sent to certain Eligible Employees is as of May 14, 2010 and will not be updated to reflect any changes subsequent to such date, including any changes in the eligibility of the options that you hold if your employment were to terminate.

Tenders of options that do not qualify as Eligible Options will not be accepted. For example, if your employment terminates during the Offer period, your unvested options will terminate (whether or not they have been tendered) unless your agreements or option documents provide otherwise, and the Company will not accept any tenders of such terminated unvested options. Our determination of these matters will be given the maximum deference permitted by law. However, you have all rights accorded to you under applicable law to challenge such determination in a court of competent jurisdiction. Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.

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Offer Expiration Time.  The Offer begins 12:01 a.m., Central Time, on May 17, 2010 and is scheduled to remain open until 11:00 p.m., Central Time, on June 16, 2010 (or if we extend the Offer period, a later date that we will specify). We currently have no plans to extend the Offer beyond June 16, 2010. However, if we do extend the Offer, we will announce the extension by making a public announcement no later than 8:00 a.m., Central Time, on the next business day following the previously scheduled expiration date. See Section III.7 for a description of our rights to extend, delay, terminate and amend the Offer.

Although we currently have no intention to do the following, we will publish a notice if we decide to:

•  increase or decrease the exchange ratios for Eligible Options;

•  change the number or type of options eligible to be tendered in the Offer; or

•  increase the number of options eligible for tender in the Offer by an amount that exceeds 2% of the number of common shares issuable upon exercise of the options eligible for tender in the Offer immediately before the increase.

If the Offer is scheduled to expire within ten business days after the date on which we notify you of such an increase, decrease or change, we will also extend the Offer for a period of at least ten business days after the date the notice is published.

Without limiting the manner in which we may choose to make any public announcement, we currently intend to make announcements regarding the Offer by email and by making any appropriate filings with the SEC.

A “business day” means any day other than a Saturday, a Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 a.m. (midnight) Eastern Time.

No Impact on Future Awards.  Your decision to participate or not to participate in the Offer will not have any effect on whether or not you are eligible to receive future option grants or other equity awards. Eligibility for future option grants and equity awards will remain subject to the discretion of the Company and will not depend on whether you participate in the Offer. In general, the Company has historically granted equity compensation to selected officers and employees and expects to continue to do so.

2.   Source and Amount of Consideration; Terms

Source of Consideration.  New Options issued in exchange for Eligible Options will be issued under the Plan. A copy of the Plan, as amended and restated, is being filed as Exhibit (d)(1) to the Schedule TO of which this Offer to Exchange is a part.

Amount of Consideration.  The Offer is not a one-for-one exchange. Eligible Employees surrendering an outstanding Eligible Option will receive a New Option that is unvested and that, once vested, will be exercisable for a lesser number of common shares than the Eligible Option surrendered in exchange for it. The number of shares underlying a surrendered Eligible Option for every one share underlying a corresponding New Option is referred to as the “exchange ratio.”

Each grant of Eligible Options has been assigned a fixed and pre-established exchange ratio that is as follows:

	The Exchange Ratio would be
For Exercise Price of an	(Number of Shares Underlying Eligible Option to
Eligible Option Equal to:	Number of Shares Underlying New Option):
$6.55 to $13.17		2:1
$13.18 and above		4.5:1

The exchange ratio applicable to each of your Eligible Options and the number of shares underlying each New Option in exchange for each of your Eligible Options is set forth on the Sprint Stock Option Exchange Program Website and, if you received paper materials, on your paper election form.

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Further Information Regarding the Exchange Ratios.  The exchange ratios have been determined in a manner intended to result in the grant of New Options with an aggregate estimated fair value (as determined under accounting rules) that does not significantly exceed the aggregate estimated fair value of the Eligible Options they would replace calculated as of the time that we set the exchange ratios. We established the exchange ratios using this method with the intention of not generating significant incremental compensation expense in connection with the grant of New Options. We based the exchange ratios on the estimated fair value of the Eligible Options and the estimated fair value of New Options, using the “Black Scholes option valuation model,” which takes into account many variables, such as the closing price of our common shares as quoted on the New York Stock Exchange, the option exercise price, the implied volatility of traded options on our common shares, risk-free interest rates and the expected term of an option. This is the model that is used for financial reporting purposes. For calculating the estimated fair value of the Eligible Options and New Options using the Black-Scholes option valuation model, we used assumptions consistent with those used in calculating Sprint’s equity compensation expense for all options granted to employees.

After calculating the values of the Eligible Options and the New Options under the Black-Scholes option valuation model using the factors discussed above, we grouped Eligible Options based on their exercise prices and expiration dates. We determined the exchange ratio for those groups of Eligible Options such that the estimated fair value of New Options Eligible Employees may receive approximates the estimated fair value of Eligible Options in the aggregate to be exchanged, calculated as of the date that we established the exchange ratios. However, as of the date the exchange ratios are established, any particular grant of Eligible Options may have an estimated fair value that is slightly lower or higher than the estimated fair value of the New Options for which it may be exchanged. Additionally, the relative estimated fair values of Eligible Options and New Options will vary between the time that we establish the exchange ratios and the expiration of the Offer.

Terms of New Option.  Each New Option will be granted under and be subject to the terms and conditions of the Plan, which are the same terms and conditions that we currently apply to awards granted under the Plan, except as described below. Your New Options may have different terms and conditions different than your Eligible Options. The following summary of the material terms and conditions of the New Options is subject to the terms of the Plan and does not purport to be complete. You should read carefully the Summary of the Plan set forth below and compare it to the terms and conditions of your Eligible Options set forth in the agreements and Plans under which they were granted.

Your election to tender Eligible Options in exchange for New Options constitutes your agreement to and acceptance of the terms and conditions of the New Options upon grant. The form of the award agreement setting forth the terms and conditions that will be applicable to the New Options are available on the Sprint Stock Option Exchange Program Website at: https://sprint.equitybenefits.com, and the applicable form is included in the paper materials sent to certain Eligible Employees. In addition to any differences between the standard terms and conditions applicable to any Eligible Option and the standard terms and conditions applicable to a New Option, the New Options will have the following terms which are different than those of the Eligible Options:

•  Each New Option will have an exercise price equal to the closing price of our common shares on the date the New Options are granted, which will occur promptly after the expiration of the Offer;

•  Each New Option will be, subject to vesting, exercisable for a lesser number of shares than were subject to the Eligible Option for which it is exchanged;

•  Each New Option will not be vested and will not be exercisable on the date it is granted and will have a two-year vesting period with 50% vesting at the end of each of the first two years from the New Option date of grant, even if all or a portion of the Eligible Options are already vested; and

•  The term of each New Option will be seven years from the grant date, subject to earlier expiration upon termination of employment under certain circumstances.

Further information regarding the terms applicable to New Options is set forth below.

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New Terms and Conditions.  Some examples of the standard terms and conditions of the Plan and New Options that differ from the standard terms and conditions of the Eligible Options as a result of differences in the terms of the Plans are:

•  Under the MISOP, Eligible Options do not expire early in the case of involuntary not for cause termination of employment and under the Nextel Plan, Eligible Options, expire 30 days after involuntary termination not for cause or resignation; the New Options will expire 90 days after an involuntary termination not for cause or resignation;

•  Under the Nextel Plan, the Eligible Options remain exercisable one year after normal retirement, unless the options expire earlier by their term; the New Options, if vested, remain exercisable for five years after early or normal retirement unless the options expire earlier by their term; and

•  Under the 1997 Program, most Eligible Options automatically vested upon a change in control; accelerated vesting of the New Options in connection with a change in control will occur only if you are involuntarily terminated without cause within 18 months following the change in control.

If you are surrendering Eligible Options granted under the MISOP, the 1997 Program or the Nextel Plan, you should carefully read “Summary of the Plan” below and compare it to the terms and conditions of your Eligible Options set forth in the option agreements and equity incentive plans under which they were granted.

Exercise Price.  The Offer will extend for at least 20 business days after it is commenced. The New Options will be granted promptly following the conclusion of the Offer. All New Options will have an exercise price equal to the closing price of our common shares on the New York Stock Exchange on the grant date for the New Options, which will be the closing price reported on the New York Stock Exchange on the grant date. The terms of the Offer, including the date that the Offer concludes, are subject to governmental requirements which could result in concluding the Offer at a later date. Additionally, Sprint may otherwise decide to amend, postpone, or under certain circumstances, cancel the Offer once it has commenced. See Section III.9 for a description of conditions to the Offer. The closing price of our common shares on the New York Stock Exchange on May 14, 2010 was $4.36 per share.

Vesting.  Our employee stock options cannot be exercised until after they vest, with vesting based upon the employee’s continued employment with us or one of our subsidiaries. None of the New Options will be vested on the date of grant, and they will have a two-year vesting period with 50% vesting at the end of each of the first two years from the New Option date of grant conditioned upon your continued employment with Sprint or one of our subsidiaries, even if an Eligible Option surrendered in the Offer is fully or partially vested.

You should also keep in mind that if you exchange Eligible Options for New Options and you cease to be employed by Sprint or one of our subsidiaries before the shares subject to the New Options vest, you generally will forfeit any unvested portion of your New Options.

Term.  The term of each New Option will be seven years from the grant date of the New Option, subject to earlier expiration upon termination of employment under certain circumstances. Generally, if an Eligible Employee ceases to be employed by us for reasons other than death, disability, normal retirement or involuntary termination by us without cause within 18 months after a change-in-control, any New Option held by such employee will not continue to vest and any unvested portion of the New Option will be cancelled as of the Eligible Employee’s date of termination. Any vested, unexercised portion of the New Option will generally be exercisable for 90 days after termination for any reason other than death, disability or retirement. Nothing in the Offer should be construed to confer upon you the right to remain an employee of the Company or one of our subsidiaries. The terms of your employment with us are not affected or changed by the Offer. We cannot guarantee or provide you with any assurance that you will not be subject to involuntary termination or that you will otherwise remain an employee of Sprint or one of its subsidiaries until the grant date for the New Options or thereafter.

Other Terms and Conditions.  The terms and conditions of the New Options will be set forth in an option agreement to be entered into as of the New Option grant date and otherwise governed by the terms and

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conditions of the Plan. The form of award agreement setting forth the terms and conditions that will be applicable to the New Options is available on the Sprint Stock Option Exchange Program Website and is included in the paper materials sent to certain Eligible Employees. New Options will be characterized for U.S. federal income tax purposes as nonqualified stock options. The common shares issuable under the New Options are currently registered on a registration statement filed with the SEC.

Summary of the Plan.  The following is a summary of the material terms of the Plan and is qualified in its entirety by reference to the Plan, as amended and restated. A copy of the Plan may be found attached as Exhibit (d)(1) to the Schedule TO of which this Offer to Exchange is a part.

Administration and Term of the Plan.  The selection of employee participants in the Plan and the level of participation of each participant is determined by the Compensation Committee. To comply with applicable securities and tax laws and rules of the New York Stock Exchange, the Compensation Committee must be comprised of two or more individuals, each of whom must be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, and an “independent director” within the meaning of the rules of the New York Stock Exchange. Currently, the Compensation Committee is comprised of four directors who satisfy each of these rules and requirements.

The Compensation Committee has the authority to, among other things, interpret the Plan, establish and revise rules and regulations relating to the Plan, and make any other determinations that it believes necessary or advisable for the administration of the Plan. The Compensation Committee may delegate any or all of its authority to administer the Plan as it deems appropriate, except that no delegation may be made in the case of awards intended to be qualified under Section 162(m) of the Internal Revenue Code.

No new awards may be granted under the Plan after May 8, 2017. The Plan may be terminated earlier by our board.

Eligibility.  From time to time, the Compensation Committee, or as to outside directors the full board, determines who will be granted awards, the number of shares or performance units subject to such grants, and the terms of awards. Under the Plan, awards may be granted to our employees, our outside directors and other individuals providing services to us, including but not limited to consultants, advisors, and independent contractors.

Stock Options and Stock Appreciation Rights.  The Compensation Committee determines the terms of each stock option grant at the time of the grant. Stock options granted under the Plan may be either non-qualified stock options or incentive stock options, or ISOs, qualifying under Section 422 of the Internal Revenue Code. The exercise price of any stock option granted may not be less than the market value of our shares (i.e., the closing price on the New York Stock Exchange) on the date the option is granted. The exercise price is payable in cash, by delivery of common shares, or other methods approved by the Compensation Committee. No stock option will authorize the payment of dividend equivalents or be exercisable for a period of more than ten years from the date of grant.

Stock Appreciation Rights (“SARs”) may be granted in tandem with stock options or may be freestanding. The Compensation Committee determines the terms of each SAR at the time of the grant. No freestanding SAR may be granted at less than the market value of our shares on the date that the SAR is granted nor have a term of longer than ten years. Distributions to a holder of a SAR may be made in common shares, in cash or in a combination of both. No SAR will authorize the payment of dividend equivalents.

Subject to adjustment as described under “Adjustment” below, the Plan does not permit “repricing” of stock options or SARs without the approval of our shareholders.

Restricted Stock.  Restricted stock may not be disposed of by the participant until certain restrictions established by the Compensation Committee lapse. Restricted stock may be issued for such consideration as the Compensation Committee determines, including no consideration other than the rendering of services. The holder of restricted stock has all of the rights of a shareholder, including the right to vote shares and the right to receive cash dividends.

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Restricted Stock Units.  A Restricted Stock Unit, or “RSU” represents the right for the participant to receive one common share from us at a particular date in the future. Unlike the holder of restricted stock, the holder of an RSU has none of the rights of a holder of any common shares underlying the RSU until the shares are delivered, but the Compensation Committee may authorize the payment of dividend equivalents on RSUs.

Performance Shares and Performance Units.  A performance share is the equivalent of one common share, and a performance unit is the equivalent of $1.00. Performance shares and performance units may be paid in cash, common shares, restricted stock, RSUs, or any combination thereof. Performance shares and performance units will be subject to terms and conditions that the Compensation Committee deems advisable or appropriate, consistent with the provisions of the Plan. The management objectives and performance levels to be achieved for each performance period and the amount of the award to be distributed will be determined by the Compensation Committee.

Other Awards.  The Plan also permits grants of awards valued in whole or in part by reference to, or otherwise based on, (1) common shares or factors that may influence the value of such shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into common shares, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units or any other factors designated by the Compensation Committee, and awards valued by reference to the book value of common shares or the value of securities of, or the performance of specified subsidiaries or affiliates or other business units of, ours; (2) cash; or (3) any combination of the foregoing. The Compensation Committee determines the terms and conditions of such awards, which may include the achievement of management objectives.

Payment of Outside Directors’ Fees in Common Shares.  The Plan provides that, in lieu of cash payments, outside directors may elect to receive all or part of their annual retainer and their meeting and committee meeting fees in common shares. The price at which outside directors may acquire shares of stock is the market value of our shares on the last trading day of the quarter in which the fees are earned.

In addition, outside directors may elect annually to defer receipt of such common shares. Shares deferred under this election are transferred by us to a trust, which holds the shares until the outside director’s termination of board service. The outside directors also may elect annually to receive payment out of the trust in a lump sum or installments and in common shares or cash. During the period the shares are held in trust, the outside director has voting rights with respect to the shares and the trustee reinvests the dividends on the shares in additional common shares. The trust is subject to the claims of creditors of the Company.

Adjustment. In the event of any change in the number or kind of outstanding common shares by reason of a recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares or any other change in our corporate structure or common shares, an appropriate adjustment will be made consistent with applicable provisions of the Internal Revenue Code and applicable Treasury Department rulings and regulations:

•  In the number and kind of shares for which awards may be granted, both in the aggregate and the individual limitations each calendar year;

•  In the number and kind of shares subject to outstanding awards;

•  In the exercise price of a stock option or base price of a SAR; and

•  Other adjustments as the board deems appropriate.

Change in Control.  Unless otherwise provided in an award agreement, if there is a change in control of us (as defined in the Plan) and the resulting entity assumes, converts or replaces the outstanding awards under the Plan, the awards will become fully vested only upon the participant’s involuntary termination of employment without cause, or resignation with good reason for certain executives, in connection with the change in control. On the other hand, if the resulting entity does not assume, convert or replace awards outstanding under the Plan, the awards will become fully vested and no longer be subject to any restrictions, and any management objectives will be deemed to have been satisfied at target.

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If the acceleration of vesting of outstanding awards, together with all other payments or benefits contingent on the change in control within the meaning of Section 280G of the Internal Revenue Code, results in any portion of the payment or benefits not being deductible by us as a result of the application of Section 280G, the benefits will be reduced until the entire amount of the benefits is deductible, unless a participant’s employment agreement or other arrangement with us provides otherwise.

Transferability.  Awards made under the Plan are generally not transferable by our employees except by will or the laws of descent and distribution. Our board or the Compensation Committee may permit transfers of awards to any one or more family members.

Tax Aspects of the Plan.  Under present law, the following are the federal income tax consequences generally arising with respect to awards to be granted under the Plan.

Tax Consequences to Participants.  The grant of an option or SAR creates no tax consequences for a participant at the time of grant. Generally, upon exercising an option (other than an ISO) or a SAR, the participant must recognize ordinary income equal to the difference between the exercise price (or base price in the case of a SAR) and the market value of the stock on the date of the exercise. The treatment of a disposition of shares acquired through the exercise of an option or SAR depends on how long the shares have been held and on whether such shares were acquired by exercising an ISO or by exercising a SAR or a non-qualified option (i.e., an option other than an ISO).

With respect to other awards granted under the Plan that are settled either in cash or in our shares or other property that is either transferable or not subject to substantial risk of forfeiture, the participant must recognize ordinary income equal to the cash or the market value of shares or other property received. With respect to awards that are settled in common shares or other property that are restricted as to transferability and subject to substantial risk of forfeiture, the participant must recognize ordinary income equal to the market value of the shares or other property received at the first time the shares or other property become transferable or not subject to substantial risk of forfeiture, whichever occurs earlier. Before the time the shares become transferable or not subject to substantial risk of forfeiture, any dividends received by the participant are treated as additional compensation.

Tax Consequences to Us.  To the extent that a participant recognizes ordinary income in the circumstances described above, we are entitled to a corresponding deduction provided that, among other things, the income:

•  Meets the test of reasonableness, is an ordinary and necessary business expense and is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code; and

•  Is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

Section 162(m) of the Internal Revenue Code provides an exception to this limitation for performance-based compensation. To be considered performance-based compensation, the compensation must be earned consistent with criteria approved by our shareholders in 2007, including the management objectives, annual maximum limits, and eligible employees.

Amendment and Termination.  Our board may amend or terminate the Plan, but may not, without prior approval of our shareholders:

•  Increase the number of common shares that may be issued under the Plan, except as described under “Adjustment” above; or

•  Otherwise modify the Plan in circumstances in which such approval is required under rules of the New York Stock Exchange or, if our common shares are not traded on the New York Stock Exchange, the principal national securities exchange upon which the shares are traded.

Plan Benefits.  The amount and timing of awards granted under the Plan are determined in the sole discretion of the Compensation Committee and therefore cannot be determined in advance. The future awards that would be received under the Plan by our executive officers and other employees are discretionary and are therefore not determinable at this time.

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NOTHING IN THE OFFER TO EXCHANGE SHOULD BE CONSTRUED TO CONFER UPON YOU THE RIGHT TO REMAIN AN EMPLOYEE OF SPRINT OR ONE OF OUR SUBSIDIARIES. THE TERMS OF YOUR EMPLOYMENT WITH US ARE NOT AFFECTED OR CHANGED BY THE OFFER. WE CANNOT GUARANTEE OR PROVIDE YOU WITH ANY ASSURANCE THAT YOU WILL NOT BE SUBJECT TO INVOLUNTARY TERMINATION OR THAT YOU WILL OTHERWISE REMAIN AN EMPLOYEE OF SPRINT OR ONE OF OUR SUBSIDIARIES UNTIL THE GRANT DATE FOR THE NEW OPTIONS OR THEREAFTER.

GENERALLY, IF YOU EXCHANGE ELIGIBLE OPTIONS FOR NEW OPTIONS AND YOU CEASE TO BE EMPLOYED BY US BEFORE THE NEW OPTIONS VEST, YOU WILL FORFEIT ANY UNVESTED PORTION OF YOUR NEW OPTIONS.

3.   Purpose

We are implementing the Offer to motivate and retain key employees and reinforce the alignment of employee and shareholder interests. Granting New Options in exchange for the surrender and cancellation of Eligible Options also will reduce outstanding stock option “overhang” while not creating additional significant compensation expense.

As with so many other companies, the steep reduction in our stock price was significantly impacted by the recent global financial and economic crisis. Job losses and other factors contributing to less discretionary income have deeply affected our industry. Increased competition in our business has resulted in declines in our revenue. Further, high rates of penetration in most of our markets limits our growth potential and impacts our stock price, which has actually outperformed some of our competitors’ over the past year.

We believe underwater options do not effectively serve the long term incentive, motivation and retention objectives that they were intended to provide. The Offer is an important component in our strategy to more closely align employee and shareholder interests through our equity compensation programs by providing employees who elect to participate potential renewed incentives that may over time have greater value than their Eligible Options. Tendering your Eligible Options in the Offer will provide you with a means of exchanging significantly underwater options for New Options covering a lesser number of shares but with an exercise price that is equal to the market price of our common shares on the date they are granted, which will be promptly after the expiration of the Offer. The Offer also is intended to enable us to enhance long-term shareholder value by providing greater assurance that we will be able to retain experienced and productive employees, by increasing the motivation of our employees generally, and by more closely aligning employee and shareholder interests through our equity compensation programs.

The Offer is designed to permit the Company to achieve the following objectives:

•  Provide renewed incentives to our employees who participate in the Offer. As of May 14, 2010, the closing price of our common shares on the New York Stock Exchange was $4.36 per share and the weighted average exercise price of Eligible Options was $19.43 per share. As of that date, approximately 30% of our stock options, representing approximately 30 million shares, held by Eligible Employees had exercise prices greater than the 52-week high trading price of our common shares of $5.78 per share. As a result, these stock options do not currently provide meaningful retention or incentive value to our employees for the longer term. We believe the Offer will enable us to enhance long-term shareholder value by providing greater assurance that we will be able to retain experienced and productive employees, by increasing the motivation of our employees generally, and by more closely aligning employee and shareholder interests through our equity compensation programs.

•  Meaningfully reduce our total number of outstanding stock options, and thus our “overhang,” that have high exercise prices and may no longer provide adequate incentives to our employees. Assuming that Eligible Options include options granted prior to May 17, 2009 and have exercise prices above the current 52-week high trading price of our common shares of $5.78, as of May 14, 2010, Eligible Options to purchase an aggregate of approximately 30 million common shares were held by Eligible Employees. These Eligible Options have exercise prices ranging from $6.55 and higher per share, a

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weighted average exercise price of $19.43 per share and a weighted average remaining term of 3.59 years per share. These Eligible Options comprised approximately 30% of the approximately 101 million common shares subject to outstanding stock options as of that date. We believe that having these underwater options remain outstanding does not serve the interests of our shareholders and does not provide the benefits intended by our equity compensation program. By replacing the Eligible Options with New Options covering a lesser number of shares, our overhang will decrease.

4.   Procedures for Tendering Eligible Options

The Offer is scheduled to expire at 11:00 p.m., Central Time, on Wednesday, June 16, 2010. Unless we extend the Offer for all Eligible Employees, no exceptions will be made to this deadline. Although we do not currently intend to do so, we may, in our sole discretion, extend the expiration date of the Offer at any time. If we extend the Offer, we will publicly announce the extension and the new expiration date no later than 8:00 a.m., Central Time, on the next business day after the last previously scheduled or announced expiration date.

If you want to exchange any of your Eligible Options, you must submit your election so that it is received before this Offer expires. You may submit your election in the following ways:

By Internet.  Any Eligible Employee may submit an election to exchange Eligible Options online at the Sprint Stock Option Exchange Program Website, which is available at https://sprint.equitybenefits.com. If you received an email announcement of the Stock Option Exchange Program, you are required to submit your election online if you elect to participate in the Offer. If you were sent paper materials relating to the Stock Option Exchange Program, you have the option of making your election either online or by returning your paper election form to the Company, as described below. Your email announcement or paper materials, as applicable, contain instructions for logging into the website. Your online election must be submitted and received by us before the expiration of the Offer at 11:00 p.m., Central Time, on June 16, 2010.

By Overnight Delivery, Mail, Fax or Email.  Certain Eligible Employees will be sent paper materials relating to the Offer. These Eligible Employees may submit an election to exchange Eligible Options either online at the Sprint Stock Option Exchange Program Website, which is available at https://sprint.equitybenefits.com or by completing and returning a paper election form to the Company by overnight delivery, mail, fax or email, according to the instructions contained in the materials. If you choose to submit your election online, it must be submitted and received by us before the expiration of the Offer at 11:00 p.m., Central Time, on June 16, 2010. If you choose to submit a paper election form, the Company must receive it by overnight delivery, mail, fax or email before the expiration of the Offer at 11:00 p.m., Central Time, on June 16, 2010.

To submit a paper election form via mail, you must send the election form using regular mail or overnight delivery to the following address:

Sprint Nextel Corporation
Attn: Stock Option Exchange Program
MAILSTOP: KSOPHL 0312-3A200
6500 Sprint Parkway
Overland Park, Kansas 66251

To submit a paper election form via fax, you must send the election form to the following fax number: 1-913-523-2709. To submit a paper election form via email, you must send the election form to the following email address: StockOptionExchangeProgram@Sprint.com.

The proper submission or delivery of all materials, including elections, changes of elections and withdrawals, is your responsibility. Only responses that are complete and actually received by the deadline will be eligible to be accepted. If your election is not received by the Offer expiration time, you will be deemed to have rejected the Offer.

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If you elect to participate in the Offer, you may elect to tender your Eligible Options on a grant-by-grant basis. So, if you elect to tender any Eligible Options, you must tender all Eligible Options granted to you for that grant to the extent not previously exercised. However, you may choose to tender Eligible Options granted in one grant but not another grant.

You do not need to return your stock option award agreements relating to any tendered Eligible Options because they automatically will be cancelled if we accept the Eligible Options that you tender for exchange.

If you submit your election to participate through the Sprint Stock Option Exchange Program Website, an election confirmation will be generated. You should print and save a copy of the confirmation for your records. If you receive paper materials and you submit your election, change your election or withdraw your election via means other than the Sprint Stock Option Exchange Program Website, we intend to send you a confirmation within a reasonable time. If you do not receive a confirmation before the expiration date of the Offer, it is your responsibility to confirm that we have received your election and/or any change or withdrawal of your election. If you use overnight delivery or mail, we recommend that you use a delivery method that can be tracked by the delivery carrier. You can confirm the receipt of your paper election by sending an email to StockOptionExchangeProgram@Sprint.com.

We reserve the right to reject any or all tenders of Eligible Options that we determine are not in appropriate form. Our determination of these matters will be given the maximum deference permitted by law. However, you have all rights accorded to you under applicable law to challenge such determination in a court of competent jurisdiction. Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties. Subject to our rights to extend, terminate and amend the Offer, we expect to accept all properly tendered Eligible Options upon expiration of the Offer.

Electing Not to Participate.  Participation in the Offer is voluntary, and there are no penalties for electing not to tender any of your Eligible Options. If you do not want to tender your options in the Offer, you do not need to do anything. Only responses that are complete and actually received by us by the deadline will be eligible to be accepted. If we do not receive either the paper election materials or your online election before 11:00 p.m., Central Time, on June 16, 2010, we will interpret this as your election not to participate in the Offer, and none of your Eligible Options will be exchanged for New Options. Any Eligible Options that you do not validly tender will remain outstanding on the same terms and conditions on which they were granted. We are under no obligation to contact you to confirm your election not to participate.

Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects.  We will determine all questions as to form, validity (including time of receipt), eligibility and acceptance of any tender of Eligible Options in our sole discretion. We may reject any or all tenders of Eligible Options that we determine were not properly effected or that we determine are unlawful to accept. Otherwise, we expect to accept all validly tendered Eligible Options that are not properly withdrawn. We may waive any defect or irregularity in any election with respect to any particular Eligible Options or any particular Eligible Employee. No Eligible Options will be treated as properly tendered until any defects or irregularities that we identify have been cured by the Eligible Employee tendering the Eligible Options or waived by us. Neither we nor any other person are obligated to give notice of receipt of any election or of any defects or irregularities involved in the exchange of any Eligible Options, and no one will be liable for failing to give notice of receipt of any election or any defects or irregularities. Our determination of these matters will be given the maximum deference permitted by law. However, you have all rights accorded to you under applicable law to challenge such determination in a court of competent jurisdiction. Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.

Our Acceptance Constitutes an Agreement.  Your election to tender your Eligible Options according to the procedures described above will constitute your acceptance of the terms and conditions of the Offer. Our acceptance of your Eligible Options that are properly tendered will form a binding agreement between you and us upon the terms and subject to the conditions of the Offer. When we accept your properly tendered Eligible Options, they automatically will be cancelled and rendered null and void and you, by tendering your Eligible Options, irrevocably release all of your rights with respect to the Eligible Options. Your election to

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tender Eligible Options in exchange for New Options constitutes your agreement to and acceptance of the terms and conditions of the New Options upon grant.

5.   Withdrawal Rights and Change of Elections

If you elect to tender Eligible Options in the Offer and later change your mind, you may change or withdraw your election at any time before the expiration of the Offer provided that you comply with the provisions of this Section III.5. If we extend the Offer, you may change or withdraw your tender of Eligible Options at any time until the expiration of the extended deadline. You may change your mind as many times as you wish, but you will be bound by the latest dated election that is properly completed and received before the expiration of the Offer. In addition, you may withdraw your tendered Eligible Options if we have not accepted your tendered Eligible Options for exchange within 40 business days after the commencement of the Offer.

You may change or withdraw a previous election that you submitted through the Sprint Stock Option Exchange Program Website at https://sprint.equitybenefits.com by returning to the Sprint Stock Option Exchange Program Website at https://sprint.equitybenefits.com, changing your elections or indicating that you are not electing to exchange any of your Eligible Options and resubmitting the information on your election to participate. Your online election to change or withdraw a previous election must be submitted and received by us before the expiration deadline of 11:00 p.m., Central Time, on June 16, 2010 (or such later date as may apply if the Offer is extended). If you received paper materials and returned a paper election form, you may change or withdraw your elections by submitting a new paper election form or by submitting an election through the Sprint Stock Option Exchange Program Website. Your election to change or withdraw a previous election must be received by us before the expiration deadline of 11:00 p.m., Central Time, on June 16, 2010 (or such later date as may apply if the Offer is extended). Your latest dated election that is properly completed and received before the expiration of the Offer will control.

If you withdraw a previous election to tender Eligible Options, that withdrawal election may not be revoked after the Offer expires. Neither we nor any other person is obligated to give you notice of any errors in any change of election or withdrawal submitted by you, and no one will be liable for failing to give notice of any errors. We will determine all questions as to the form and validity (including time of receipt) of withdrawals. Our determination of these matters will be given the maximum deference permitted by law. However, you have all rights accorded to you under applicable law to challenge such determination in a court of competent jurisdiction. Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.

6.   Acceptance of Eligible Options for Exchange; Issuance of New Options

Acceptance.  If you are an Eligible Employee and validly tender Eligible Options that you do not withdraw from the Offer before the expiration of the Offer, those options will be cancelled when we accept them and you will no longer have any rights with respect to those options.

Timing of Acceptance.  Subject to our rights to extend, terminate and amend the Offer before its expiration and to the satisfaction of or our waiver of all of the conditions to the Offer, we will accept promptly after the expiration of the Offer all validly tendered Eligible Options that have not been properly withdrawn.

Issuance of New Options.  We expect to cancel all properly tendered Eligible Options on the same day that the Offer expires. The New Options will be granted promptly following the expiration of the Offer, likely no later than the first trading day promptly after the Offer expires. For example, the scheduled expiration date of the Offer is June 16, 2010, and we expect to accept and cancel all properly tendered Eligible Options on June 16, 2010 and to grant New Options promptly thereafter. If you elect to exchange Eligible Options in the Offer, we will send you a confirmation of participation notice following the expiration of the Offer, reflecting the terms of your New Options. All New Options will have an exercise price equal to the closing price of our common shares as reported by the New York Stock Exchange on the grant date for the New Options, which will be the price of the last trade as of the closing of the New York Stock Exchange on the grant date, as reported by the New York Stock Exchange. If the expiration date is extended, then the cancellation date and

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the New Option grant date would be similarly extended. The number of shares subject to each New Option is not affected by the grant date because the exchange ratios are fixed and pre-established. Additionally, because we do not grant options to purchase fractional shares, the number of shares underlying a New Option will be rounded down after application of the exchange ratios. Information regarding your New Options will be posted to your UBS OneSource online account (https://onesource.ubs.com/s) as soon as administratively practicable after they are granted.

Termination of Option Agreements.  Upon our acceptance of your Eligible Options that you tender in the Offer, your currently outstanding option award agreements relating to the tendered Eligible Options automatically will be cancelled and rendered null and void and you, by tendering your Eligible Options, irrevocably release all of your rights thereunder.

7.   Extension of Offer; Termination; Amendment

We may at any time and from time to time extend the period of time during which the Offer is open and thereby delay accepting any Eligible Options tendered for exchange by publicly announcing the extension and giving oral, written or electronic notice of such extension to the Eligible Employees.

Before the expiration date of the Offer, we may postpone our decision of whether or not to accept and cancel any Eligible Options. In order to postpone accepting and canceling, we must publicly announce the postponement and give oral, written or electronic notice of the postponement to the Eligible Employees. Our right to delay accepting Eligible Options is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires us to pay the consideration offered or return the tendered options promptly after we terminate or withdraw the Offer.

Before the expiration date of the Offer, we may terminate the Offer if any of the conditions specified in Section III.9 occurs. In such event, any tendered Eligible Options will continue to be held by the tendering Eligible Employee as if no tender had occurred. We will provide oral, written or electronic notice of any such termination to all Eligible Employees holding Eligible Options.

As long as we comply with applicable law, we reserve the right to amend the Offer in any respect, including by changing the number or type of options eligible to be exchanged in the Offer. If we extend the length of time during which the Offer is open, such extension will be announced no later than 8:00 a.m., Central Time, on the next business day after the last previously scheduled or announced time for expiration of the Offer. Any amendment will be disseminated promptly to Eligible Employees in a manner reasonably designed to inform Eligible Employees of such change. Without limiting the manner in which we may choose to disseminate any amendment, except as required by law, we have no obligation to publish, advertise or otherwise communicate any amendment to the Offer other than to Eligible Employees.

If we materially change the terms of the Offer or the information about the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Exchange Act. Under these rules, the minimum period the Offer must remain open following material changes in the terms of the Offer or information about the Offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances. Although we currently have no intention to do so, if we decide to take any of the following actions, we will publish notice of the action:

•  increase or decrease in the exchange ratios for Eligible Options;

•  change the number or type of options eligible to be tendered in the Offer; or

•  increase the number of options eligible for tender in the Offer by an amount that exceeds 2% of the number of common shares issuable upon exercise of the options eligible for tender in the Offer immediately before the increase.

If the Offer is scheduled to expire within ten business days from the date we notify you of such an increase, decrease or change, we will also extend the Offer for a period of at least ten business days after the date the notice is published.

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8.   Material U.S. Federal Income Tax Consequences

The following summarizes the material U.S. federal income tax consequences of the Offer to you. Please note that the following is only a summary of the material U.S. federal income tax laws and regulations that apply to the Offer and does not address all possible tax aspects of transactions that may arise in connection with the Offer, including foreign, state or local tax consequences. The tax laws and regulations are complex and are subject to legislative changes. In addition, circumstances unique to certain individuals may change the usual income tax results.

We believe the exchange of Eligible Options for New Options pursuant to the Offer should be treated as a non-taxable exchange in the U.S., and no income should be recognized for U.S. federal income tax purposes by us or the Eligible Employees upon the issuance of the New Options. However, the tax consequences of the Offer are not entirely certain, and the Internal Revenue Service is not precluded from adopting a contrary position, and the law and regulations themselves are subject to change.

Because the New Options issued in the Offer will be U.S. non-qualified stock options, upon exercise of the New Options, the Eligible Employee will recognize ordinary income equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for those shares. If the Eligible Employee is subject to U.S. income taxes at the time of exercise of the New Options, the ordinary income will be subject to applicable tax withholding. Upon disposition of the stock, the Eligible Employee generally will recognize a capital gain or loss (which will be long- or short-term depending upon whether the stock was held for more than one year) equal to the difference between the selling price and the employee’s tax basis in the stock, which generally will be the sum of the amount paid for the stock plus any amount recognized as ordinary income upon acquisition of the stock. All holders of Eligible Options are urged to consult their own tax advisors regarding the tax treatment of participating in the Offer under all applicable laws prior to participating in the Offer.

Our grant of a New Option will have no tax consequences to us. However, we generally will be entitled to a business expense deduction upon the exercise of a New Option in an amount equal to the amount of ordinary compensation income attributable to an Eligible Employee upon exercise. We will also attempt to comply with Section 409A of the Internal Revenue Code of 1986, as amended, by granting the New Options with exercise prices at fair market value on the grant date.

We will withhold all required local, state, federal, foreign, income and other taxes and any other amount required to be withheld by any governmental authority or law with respect to income recognized with respect to the exercise of a nonqualified stock option by an Eligible Employee who has been employed by us. We will require any such Eligible Employee to make arrangements to satisfy this withholding obligation prior to the delivery or transfer of any of our common shares.

There may be additional foreign, state or local tax imposed as a result of the Offer or your participation in the Offer, and those consequences may vary based on where you live. You should consult with a tax advisor to determine the specific tax considerations and tax consequences relevant to your participation in this Offer.

9.   Conditions to Completion of the Offer

We will not be required to accept any Eligible Options tendered for exchange if any of the events described below occurs. We may terminate or amend this Offer, in each case, subject to Rule 13e-4(f)(5) under the Exchange Act, or postpone our acceptance and cancellation of any Eligible Options tendered for exchange, if at any time on or after May 17, 2010 and on or before the expiration of the Offer:

(a) there shall have been instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that challenges the making of the Offer or the acquisition of some or all of the Eligible Options tendered for exchange pursuant to the Offer;

(b) there shall have been any action pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction sought, promulgated, enacted, entered, amended, enforced or

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deemed to be applicable to the Offer or us, by any court or any government or governmental, regulatory or administrative agency, authority or tribunal that would:

(i) make the acceptance for exchange or the exchange of some or all of the Eligible Options elected for tender illegal or otherwise restrict or prohibit consummation of the Offer; or

(ii) delay or restrict our ability, or render us unable, to accept for exchange or to exchange some or all of the Eligible Options tendered for exchange;

(c) there shall have occurred:

(i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

(ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

(iii) the commencement or escalation of a war, armed hostilities or other international or national crisis involving the United States;

(iv) any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on the extension of credit by banks or other lending institutions in the United States;

(v) in the case of any of the foregoing existing at the time of the commencement of this Offer, a material acceleration or worsening thereof;

(vi) any decrease of greater than 10% of the market price of our common shares from the price of $4.36 per share (its price on the date that we determined the exchange ratios);

(vii) any decline in either the Dow Jones Industrial Average or the Standard and Poor’s Index of 500 Companies by an amount greater than 15% measured during any time period after the close of business on May 14, 2010; or

(viii) any change, development, clarification or position taken in generally accepted accounting principles in the U.S. that could or would require us to record for financial reporting purposes compensation expense in connection with the Offer that would be in excess of any compensation expense that we would be required to record under U.S. generally accepted accounting principles in effect at the time we commence the Offer.

(d) a tender or exchange offer with respect to some or all of our common shares, or a merger or acquisition proposal for us, shall have been announced or made by another person or entity or shall have been publicly disclosed, or we shall have learned that:

(i) any person, entity or group within the meaning of Section 13(d)(3) of the Exchange Act, shall have acquired or proposed to acquire beneficial ownership of more than 5% of our outstanding common shares, or any new group shall have been formed that beneficially owns more than 5% of our outstanding common shares, other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before May 16, 2010;

(ii) any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before May 16, 2010 shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of our outstanding common shares; or

(iii) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our assets or securities.

These conditions are for our benefit. We may assert them at our discretion regardless of the circumstances giving rise to them before the expiration of the Offer. We may waive them at any time and from time to time before the expiration of the Offer in our discretion. Our failure at any time to exercise any of these rights will

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not be deemed a waiver of any such rights, except that it will be deemed a waiver with respect to the particular facts and circumstances at issue. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this Section III.9 will be given the maximum deference permitted by law. However, you have all rights accorded to you under applicable law to challenge such determination in a court of competent jurisdiction. Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.

10.   Price Range of Common Shares Underlying Eligible Options

There is no established trading market for the Eligible Options. The securities underlying the Eligible Options are our common shares. Our common shares trade on the New York Stock Exchange under the symbol “S.”

The following table presents the high and low closing prices per share of our common shares for the periods indicated as reported by the New York Stock Exchange:

	High		Low
Fiscal 2008
Quarter Ended:
March 31, 2008	$	13.16	$	5.48
June 30, 2008		9.94		6.27
September 30, 2008		9.75		5.75
December 31, 2008		6.72		1.35
Fiscal 2009
Quarter Ended:
March 31, 2009		4.20		1.83
June 30, 2009		5.94		3.49
September 30, 2009		4.91		3.47
December 31, 2009		4.41		2.78
Fiscal 2010
Quarter Ended:
March 31, 2010		4.13		3.15

As of May 14, 2010, the closing price of our common shares as reported by the New York Stock Exchange was $4.36 per share.

You should obtain current market prices for our common shares before you decide whether to tender your Eligible Options.

11.   Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Eligible Options

A list of our current directors and executive officers as of May 14, 2010 is attached to this Offer to Exchange as Schedule A. Current and former members of our Board and our named executive officers (i.e., those executive officers named in the Summary Compensation Table of our proxy statement as filed with the SEC on March 29, 2010) are not eligible to participate in the Offer. Executive officers who are not named in the Summary Compensation Table of our proxy statement as filed with the SEC on March 29, 2010 are eligible to participate in the Stock Option Exchange Program. The following table shows the number of

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common shares subject to Eligible Options held as of May 14, 2010 by our current executive officers who are eligible to participate in the Offer:

		Maximum
		Number of				Weighted
		Shares		Weighted		Average
		Underlying		Average		Remaining
		Eligible		Exercise		Term
Name of Executive Officer	Title	Options		Price ($)		(Years)
Paget L. Alves	President — Business Markets		323,175		19.95		5.41
Danny L. Bowman	President — Integrated Solutions Group		85,362		19.53		5.44
Mathew Carter	President — 4G		45,161		18.78		6.79
Robert H. Johnson	President — Consumer		—		—		—
Robert L. Johnson	Chief Service Officer		318,239		20.64		4.79
Ryan H. Siurek	Vice President — Controller		—		—		—
Charles R. Wunsch	General Counsel and Corporate Secretary		104,705		20.10		4.53

The following table shows the maximum number of New Options that may be issued to each of our executive officers eligible to participate in the Stock Option Exchange Program, assuming they each elect to tender and we accept all of their Eligible Options in the Offer:

		Maximum
		Number of
		Shares
		Underlying
		New
Name of Executive Officer	Title	Options
Paget L. Alves	President — Business Markets		71,815
Danny L. Bowman	President — Integrated Solutions Group		18,965
Mathew Carter	President — 4G		10,035
Robert H. Johnson	President — Consumer		—
Robert L. Johnson	Chief Service Officer		70,715
Ryan H. Siurek	Vice President — Controller		—
Charles R. Wunsch	General Counsel and Corporate Secretary		27,081
All executive officers who are Eligible Employees as a group (7).			198,611

Because participation in the Offer is voluntary, the benefits or amounts that will be received by any eligible executive officer are not currently determinable.

As of May 14, 2010, our executive officers and directors (21 persons) as a group held unexercised and outstanding compensatory stock options to purchase a total of approximately five million of our shares, which represented approximately 5% of the shares subject to all options outstanding under all of our equity incentive plans as of that date. The following table sets forth the beneficial ownership of each of our current executive officers and directors of options outstanding as of May 14, 2010. The percentages in the tables below are

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based on the total number of outstanding options (i.e., whether or not eligible for exchange) to purchase our common shares, which was approximately 101 million as of May 14, 2010.

				Percentage
		Number of		of Total
		Shares		Shares
		Underlying		Underlying
		Options		Outstanding
Name of Executive Officer	Title	Outstanding		Options
Daniel R. Hesse	Chief Executive Officer, President and Director		7,648,827		7.57	%
Robert H. Brust	Chief Financial Officer		1,359,019		1.35	%
Keith O. Cowan	President — Strategic Planning and Corporate Initiatives		1,825,488		1.81	%
Steven L. Elfman	President — Network Operations and Wholesale		1,747,878		1.73	%
Daniel H. Schulman	President — Prepaid		820,080		*
Paget L. Alves	President — Business Markets		815,231		*
Danny L. Bowman	President — Integrated Solutions Group		384,117		*
Mathew Carter	President — 4G		293,731		*
Robert H. Johnson	President — Consumer		258,878		*
Robert L. Johnson	Chief Service Officer		878,089		*
Ryan H. Siurek	Vice President — Controller		90,846		*
Charles R. Wunsch	General Counsel and Corporate Secretary		623,508		*
Robert R. Bennett	Director		0		*
Gordon M. Bethune	Director		0		*
Larry C. Glasscock	Director		0		*
James H. Hance. Jr.	Director		0		*
V. Janet Hill	Director		129,749		*
Frank Ianna	Director		0		*
Sven-Christer Nilsson	Director		0		*
William R. Nuti	Director		0		*
Rodney O’Neal	Director		0		*

* Less than 1%.

To the best of our knowledge, no directors or executive officers, nor any affiliates of ours, were engaged in transactions involving options to purchase our common shares or in transactions involving our common shares during the past sixty days before and including May 17, 2010, other than routine compensatory transactions involving the withholding of shares upon the vesting of restricted share units to meet tax obligations. Except as otherwise described in the Offer to Exchange or in our filings with the SEC, including our proxy statement as filed with the SEC on March 29, 2010, and other than outstanding stock options and other stock awards granted from time to time to our executive officers and directors under our equity incentive plans, neither we nor, to the best of our knowledge, any of our executive officers or directors is a party to any agreement, arrangement or understanding with respect to any of our securities, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of any of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.

12.   Status of Eligible Options Acquired by Us in the Offer; Accounting Consequences of the Offer

Eligible Options that are surrendered in the Offer will be cancelled immediately upon our acceptance of the tender of such Eligible Options after expiration of the Offer. Shares subject to Eligible Options granted under any of our equity incentive plans will be cancelled and will not be available for new grants under any of our equity incentive plans. Assuming full participation in the Offer, as of May 17, 2010, approximately 30 million shares are subject to Eligible Options that would be cancelled if accepted for exchange.

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Under U.S. accounting standards, to the extent the estimated fair value of each award of New Options granted pursuant to the Offer exceeds the estimated fair value of the surrendered Eligible Options, such excess is considered incremental compensation expense. If there is any incremental compensation expense associated with the New Options as a result of the Option Exchange, it will be recognized over the two-year vesting period of the New Options. Any unrecognized compensation expense from the Eligible Options surrendered will be recognized prior to the end of the service period of the New Options granted in the Offer. We do not expect to incur significant incremental compensation expense as a result of the Offer.

13.   Legal Matters; Regulatory Approvals

The Offer is subject to a number of conditions. We are not aware of any license or regulatory permit material to our business that might be adversely affected by the Offer or of any other approval or other action by any governmental, administrative or regulatory authority or agency that is required for the acquisition or ownership of the Eligible Options as described in the Offer. If any other approval or action should be required, we presently intend to seek the approval or endeavor to take the action. This could require us to delay the acceptance of, and exchange of, Eligible Options tendered to us. We cannot assure you that we would be able to obtain any required approval or take any other required action. Our failure to obtain any required approval or take any required action might result in harm to our business. Our obligation under the Offer to accept tendered options is subject to the conditions described in Section III.9.

14.   Fees and Expenses

We will not pay any fees or commissions to any broker, dealer or other person in connection with the tender of Eligible Options by Eligible Employees under the Offer.

15.   Source and Amount of Consideration

The New Options will be granted under the Plan. As of May 14, 2010, Eligible Options to purchase up to approximately 30 million of our common shares were outstanding and held by Eligible Employees. If all Eligible Options are tendered to the Company for exchange under the Offer, an aggregate of approximately 7.5 million shares will be subject to New Options granted.

16.   Information Concerning Sprint Nextel Corporation

Sprint Nextel Corporation, incorporated in 1938 under the laws of Kansas, is mainly a holding company, with its operations primarily conducted by its subsidiaries. Our Series 1 voting common stock trades on the New York Stock Exchange under the symbol “S.” Sprint is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. Our operations are organized to meet the needs of our targeted subscriber groups through focused communications solutions that incorporate the capabilities of our wireless and wireline services. We are the third largest wireless communications company in the United States based on the number of wireless subscribers, one of the largest providers of wireline long distance services and one of the largest carriers of Internet traffic in the nation. Our services are provided through our ownership of extensive wireless networks and a global long distance, Tier I Internet backbone.

We offer wireless and wireline voice and data transmission services to subscribers in all 50 states, Puerto Rico and the U.S. Virgin Islands under the Sprint corporate brand which includes our retail brands consisting of Sprint^®, Nextel^®, Boost Mobile^®, Virgin Mobile^® and Assurance Wireless^sm on networks that utilize code division multiple access (CDMA), integrated Digital Enhanced Network (iDEN), or internet protocol technologies. We utilize these networks to offer our wireless and wireline subscribers differentiated products and services whether through the use of a single network or a combination of these networks. Through our partnership with Clearwire Corporation and its subsidiary Clearwire Communications LLC (together “Clearwire”), and their development of a fourth generation network utilizing Worldwide Interoperability for Microwave Access technology, we are establishing ourselves as a leader in the deployment of next-generation

32

wireless broadband services. We offer wireless services on a post-paid and prepaid payment basis to retail subscribers and also on a wholesale basis.

On November 9, 2009, we entered into an investment agreement with Clearwire to contribute an additional $1.176 billion increasing our ownership percentage to 56% as of December 31, 2009 and enhancing Clearwire’s ability to further its 4G network buildout. To strengthen our position in the growing prepaid market, we completed our acquisition of Virgin Mobile USA, Inc. on November 24, 2009. In addition, on December 4, 2009, we completed the acquisition of iPCS, Inc. iPCS was previously a Sprint affiliate that sold services under the Sprint brand name and in Sprint branded stores.

Sprint’s headquarters are in Overland Park, Kansas. Our principal executive offices are located at 6200 Sprint Parkway, Overland Park, Kansas 66251, and our telephone number at that address is (800)829-0965. Additional information on the Company can be found on our website at: http://sprint.com.

17.   Corporate Plans, Proposals and Negotiations

The Company continually evaluates and explores strategic opportunities as they arise, including business combination transactions, strategic relationships, purchases and sales of assets and similar transactions. At any given time, we may be engaged in discussions or negotiations with respect to various corporate transactions or with respect to changes in existing strategic relationships. The Company also enters into agreements for the purchase and sale of products and services, engages in purchases and sales of assets and incurs indebtedness from time to time in the ordinary course of business. In addition, at any given time, we may also be engaged in discussions or negotiations with potential candidates for management or board of director positions with the Company or with existing members of management for changes in positions, responsibilities or compensation.

Subject to the foregoing and except as otherwise disclosed in this document or in the Company’s filings with the SEC, we have no present plans, proposals or negotiations that relate to or would result in:

•  any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of our subsidiaries;

•  any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries;

•  any material change in our present dividend policy, or our indebtedness or capitalization;

•  any other material change in our corporate structure or business;

•  any other changes to our present board of directors or management of the Company;

•  our common shares not being authorized for listing on the New York Stock Exchange;

•  our common shares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;

•  the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act;

•  the acquisition by any person of any additional securities of the Company or the disposition of any of our securities; or

•  any changes in our Articles of Incorporation, Bylaws or other governing instruments or any actions that could impede the acquisition of control of the Company.

18.   Additional Information

With respect to the Offer, we filed a Tender Offer Statement on Schedule TO with the SEC on May 17, 2010, of which this document is a part. This document does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. You should review the Schedule TO, including the exhibits, before making a decision on whether to participate in the Offer.

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We also recommend that, in addition to this document, you review the following materials, which we have filed with the SEC and are incorporating by reference into this document, before making a decision on whether to participate in the Offer:

•  our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the SEC on February 26, 2010;

•  the Definitive Proxy Statement for our 2010 Annual Meeting of Shareholders, filed with the SEC on March 29, 2010;

•  our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed with the SEC on May 5, 2010;

•  our Current Reports (other than information and exhibits “furnished” to and not “filed” with the SEC in accordance with SEC rules and regulations), filed with the SEC on Form 8-K on March 3, 2010, on Form 8-K on March 22, 2010, and on Form 8-KA on March 22, 2010; and

•  Description of common shares contained in Amendment No. 8 to Sprint Nextel’s Registration Statement on Form 8-A relating to Sprint Nextel’s Common Stock, Series I filed August 12, 2005, and any amendment or report filed for the purpose of updating that description.

You should also review the filings we make with the SEC after the date of this Offer to Exchange.

The filings listed above and our other reports, registration statements, proxy statements and other SEC filings can be inspected and copied at the reference facilities maintained by the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these documents from this office upon the payment of the fees prescribed by the SEC. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-732-0330. These filings are also available to the public on the website of the SEC at http://www.sec.gov and on our website at the investor page at http://www.sprint.com.

We will also provide, without charge, to any Eligible Employee holding Eligible Options, upon the request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). You may make such a request by writing to our Investor Relations department at 6200 Sprint Parkway, Overland Park, Kansas 66251, or by calling Investor Relations at (800) 259-3755.

The financial information, including financial statements and the notes thereto, included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 are incorporated herein by reference. Section III.19 below includes a summary of our financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and our Annual Report on Form 10-K for our fiscal year ended December 31, 2009. More complete financial information may be obtained by accessing our public filings with the SEC by following the instructions above.

The information contained in the Offer to Exchange should be read together with the information contained in the documents to which we have referred you in the Offer to Exchange.

19.   Financial Information

We have presented below a summary of our consolidated financial data. The following selected consolidated financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, both of which are incorporated herein by reference. The selected consolidated statements of operations data presented below for the years ended December 31, 2009 and December 31, 2008 and the selected consolidated balance sheet data as of December 31, 2009 and December 31, 2008 are derived from our audited consolidated financial statements

34

that are included in our Annual Report on Form 10-K for the year ended December 31, 2009. The selected consolidated statements of operations data presented below for the three months ended March 31, 2010 and March 31, 2009 and the selected consolidated balance sheet data as of March 31, 2010 are derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010. Our interim results are not necessarily indicative of results for the full year, and our historical results are not necessarily indicative of the results to be expected in any future period.

Selected Consolidated Financial Data
(amounts in millions, except per share data):

	Three Months Ended						Year Ended
	March 31,						December 31,
	2010			2009			2009			2008
Consolidated Statements of Operations Data
Net operating revenues	$	8,085		$	8,209		$	32,260		$	35,635
Operating loss(1)		(180	)		(487	)		(1,398	)		(2,642	)
Loss before income taxes		(794	)		(1,124	)		(3,494	)		(4,060	)
Net loss(1)		(865	)		(594	)		(2,436	)		(2,796	)
Basic and diluted loss per common share(1)		(0.29	)		(0.21	)		(0.84	)		(0.98	)
Basic and diluted weighted average common shares outstanding		2,983			2,882			2,886			2,863

	March 31,		December 31,
	2010		2009		2008
Consolidated Balance Sheets Data
Current Assets	$	8,835	$	8,593	$	8,642
Total assets		54,282		55,424		58,550
Current liabilities		8,081		6,785		6,281
Total liabilities		37,039		37,329		38,635
Shareholders’ equity(2)		17,243		18,095		19,915

(1)

For the three months ended March 31, 2010, we recognized an increase in our valuation allowance on deferred tax assets related to federal and state net operating loss carryforwards of $365 million. For the three months ended March 31, 2009, we recorded net charges of $327 million ($210 million after tax) primarily related to severance and exit costs. In 2009, we recognized an increase in our valuation allowance on deferred tax assets primarily related to federal and state net operating and capital loss carryforwards of $301 million, and recognized net charges of $389 million ($248 million after tax) primarily related to severance and exit costs and asset impairments other than goodwill. In 2008, we recorded a goodwill impairment of $963 million ($899 million after tax) as well as net charges of $936 million ($586 million after tax) primarily related to asset impairments other than goodwill, severance and exit costs, and merger and integration costs.

(2)

In completing a detailed reconciliation of net deferred tax liabilities in 2009, it was determined that net deferred tax liabilities were overstated in prior periods. Previously reported shareholders’ equity has been increased by $310 million as of December 31, 2008 related to a reduction in deferred tax liabilities.

35

Ratio of Earnings to Fixed Charges.  The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose (1) earnings represent loss from continuing operations before income taxes, equity in (losses) of unconsolidated investments, fixed charges, interest capitalized and amortization of interest capitalized, and (2) fixed charges represent interest expense, gross, interest capitalized and portion of rentals, representative of interest.

	Three Months Ended						Year Ended
	March 31,						December 31,
	2010			2009			2009			2008
							(In millions)
Ratio of earnings to fixed charges		—(1	)		—(2	)		—(3	)		—(4	)

(1)	Earnings (loss), as adjusted were inadequate to cover fixed charges by $0.5 billion at March 31, 2010.
(2)	Earnings (loss), as adjusted were inadequate to cover fixed charges by $0.8 billion at March 31, 2009
(3)	Earnings (loss), as adjusted were inadequate to cover fixed charges by $2.6 billion in 2009.
(4)	Earnings (loss), as adjusted were inadequate to cover fixed charges by $4.0 billion in 2008.

Book Value Per Share.  Our book value per share as of our most recent balance sheet dated March 31, 2010 was $5.79. Book value per share was calculated as total shareholders’ equity divided by common shares outstanding at March 31, 2010.

Additional information.  For more information about us, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and our other filings made with the SEC. We recommend that you review the materials that we have filed with the SEC before making a decision on whether or not to surrender your Eligible Options for exchange. We will also provide without charge to you, upon request, a copy of any or all of the documents to which we have referred you. See Section III.18 for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review such reports.

20.   Miscellaneous; Forward-Looking Statements

This Offer to Exchange contains, or incorporates by reference, forward-looking statements. Forward-looking statements do not relate strictly to historical or current facts and often include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Such statements are based upon the current beliefs and expectations of Company management, and current market conditions, which are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause such differences include market, credit, operational, regulatory, strategic, liquidity, capital and economic factors as discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and in other periodic reports filed with the SEC.

We caution you not to place undue reliance on the forward-looking statements contained in this Offer to Exchange or in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q. In addition, the safe harbor protections for forward-looking statements contained in the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, do not apply to any forward-looking statements we make in connection with the Offer to Exchange, including any forward-looking statements incorporated herein by reference from our Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

36

Neither the Company nor the Board of Directors makes any recommendation as to whether or not you should participate in the Offer. We have not authorized any person to make any recommendation on our behalf as to whether or not you should participate in the Offer. You should rely only on the information contained in this Offer to Exchange or to which we have referred you. We have not authorized anyone to give you any information or to make any representation in connection with the Offer other than the information representations contained in the Offer to Exchange. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

This transaction has not been approved or disapproved by the SEC, nor has the SEC passed upon the fairness or merits of this transaction or upon the accuracy or adequacy of the information contained in this document.

SPRINT NEXTEL CORPORATION

May 17, 2010

37

SCHEDULE A

INFORMATION CONCERNING THE EXECUTIVE OFFICERS

AND DIRECTORS OF SPRINT

Name	Position
Daniel R. Hesse	Chief Executive Officer, President and Director
Robert H. Brust	Chief Financial Officer
Keith O. Cowan	President Strategic Planning and Corporate Initiatives
Steven L. Elfman	President Network Operations and Wholesale
Daniel H. Schulman	President Prepaid
Paget L. Alves	President — Business Markets
Danny L. Bowman	President — Integrated Solutions Group
Mathew Carter	President — 4G
Robert H. Johnson	President — Consumer
Robert L. Johnson	Chief Service Officer
Ryan H. Siurek	Vice President — Controller
Charles R. Wunsch	General Counsel and Corporate Secretary
Robert R. Bennett	Director
Gordon M. Bethune	Director
Larry C. Glasscock	Director
James H. Hance, Jr.	Director
V. Janet Hill	Director
Frank Ianna	Director
Sven-Christer Nilsson	Director
William R. Nuti	Director
Rodney O’Neal	Director

The address of each executive officer and director is 6200 Sprint Parkway, Overland Park, Kansas 66251. Members of our Board of Directors and the executive officers named in the Summary Compensation Table in our 2010 Proxy Statement that we filed with SEC on March 29, 2010 are not eligible to participate in this Offer.

38

EX-99.A.1.B

Exhibit (a)(1)(B)

SPRINT NEXTEL CORPORATION
OFFER TO EXCHANGE CERTAIN OUTSTANDING STOCK OPTIONS
FOR NEW STOCK OPTIONS

ELECTION, WITHDRAWAL OR CHANGE OF ELECTION FORM
(the “Election Form”)

Sprint Nextel Corporation (Sprint), by an offer to Exchange Certain Outstanding Stock Options for New Stock Options (Offer to Exchange), is offering Eligible Employees the opportunity to exchange Eligible Options for New Options covering a lesser number of Sprint common shares. The Offer will remain open until 11:00 p.m. Central time on June 16, 2010 (or if we extend the Offer a later date that we will specify).

The terms and conditions of the Offer are provided in the Offer to Exchange, which is included in the Offer packet. Capitalized words used in this Election Form are defined in the Offer to Exchange. Before proceeding, you are encouraged to carefully read the Offer to Exchange document, the related documents and this Election Form. No one from Sprint, Stock & Option Solutions or any other entity related to this program is permitted to provide any advice, recommendation or additional information about the Stock Option Exchange Program, and we encourage you to consult with your own advisors about your decision.

You may use this Election Form to:

1. Elect to exchange your Eligible Options;

2. Withdraw an election you previously made; or

3. Change an election you previously made.

We have provided you with two identical copies of this Election Form so that you will have an extra one if, after you have submitted an election, you wish to withdraw or change it. You may wish to make additional copies of this Election Form for this purpose. If you would like to request additional copies of this Election Form or the other material in the Offer packet, e-mail stockoptionexchangeprogram@sprint.com or call 913-762-6617. All copies will be furnished promptly at Sprint’s expense.

To properly elect to exchange your Eligible Options or withdraw or change a previous election, Sprint must receive page four of this Election Form before 11 p.m. Central time, on the expiration date, which is currently June 16, 2010, or, if the Offer is extended, the extended expiration date of the Offer (the “Expiration Date”).

You are not required to return this Election Form if you do not wish to participate in the Offer. If Sprint does not receive an Election Form from you before 11 p.m. Central time on the Expiration Date (the “Expiration Time”), we will interpret that as your election not to participate in the Offer and you will retain all of your outstanding Eligible Options with their current terms and conditions.

SPRINT NEXTEL CORPORATION
OFFER TO EXCHANGE CERTAIN OUTSTANDING STOCK OPTIONS
FOR NEW STOCK OPTIONS
ELECTION FORM — (Continued)

IMPORTANT: You may submit your election or withdraw or change a previous election via the Sprint Stock Option Exchange Program Website, at https://sprint.equitybenefits.com.

If you intend to submit your election to exchange your Eligible Options or withdraw or change a previous election via this Election Form, you must complete, sign and date a copy of this Election Form and return it to Sprint so that Sprint receives it before the Expiration Time. You may return the Election Form only by one of the following:

•  Overnight delivery or mail (with tracking by the delivery carrier recommended) to:

Sprint Nextel Corporation
Attn: Stock Option Exchange Program
MAILSTOP: KSOPHL 0312-3A200
6500 Sprint Parkway
Overland Park, Kansas 66251

•  Fax to 913-523-2709

•  Email of scanned Election Form into pdf or similar file to stockoptionexchangeprogram@sprint.com

Your election to exchange your Eligible Options or withdraw or change a previous election will be effective only upon receipt by Sprint. You are responsible for making sure that your Election Form or online submission is received by Sprint before the Expiration Time. You must allow for delivery time based on the method of delivery that you choose to ensure that Sprint receives your Election Form before the Expiration Time. Your Eligible Options will not be considered tendered and you will therefore not be able to exchange your Eligible Options and receive a grant of New Options unless and until you make an election using the Sprint Stock Option Exchange Program Website or Sprint receives your properly completed, signed and dated Election Form by the Expiration Time.

Sprint will confirm receipt of a paper election or withdrawal or change of election after receipt. If you do not receive confirmation of receipt of your Election Form from Sprint before the Expiration Date, or if you submit your Election Form less than five business days before the Expiration Date, please email stockoptionexchangeprogram@sprint.com before the deadline in order to confirm whether your election or withdrawal or change of election has been received. Sprint has no obligation to provide any confirmation if you did not participate in the Offer.

The latest dated Election Form or election made via the Stock Option Exchange Program Website before the Expiration Time will control.

By signing your Election Form, you are submitting the Eligible Options indicated below for exchange in the Offer and are agreeing and confirming the following term and conditions:

I have received and reviewed the Offer to Exchange Certain Outstanding Stock Options for New Stock Options (the “Offer to Exchange”) dated May 17, 2010 and the form of nonqualified stock option award agreement applicable to me (the “Award Agreement”). I have read carefully, understand and agree to be bound by all the terms and conditions of the Offer as described in the Offer to Exchange and the Award Agreement. Capitalized terms not defined herein have the meaning set forth in the Offer to Exchange.

I understand that my latest dated election received before expiration of the Offer will constitute a binding agreement between Sprint Nextel Corporation (“Sprint”) and me with respect to my Eligible Options that are accepted for cancellation and exchange by Sprint.

By submitting this election, I elect to exchange or not exchange the Eligible Options indicated. By electing to exchange Eligible Options, I agree that any Eligible Options that I validly elect to exchange, if accepted for exchange, will be cancelled, and I will lose all my rights to purchase any shares under the

2

SPRINT NEXTEL CORPORATION
OFFER TO EXCHANGE CERTAIN OUTSTANDING STOCK OPTIONS
FOR NEW STOCK OPTIONS
ELECTION FORM — (Continued)

exchanged Eligible Options. By electing to exchange my Eligible Options, I also agree that if my election is accepted, my election also constitutes my acceptance of New Options granted in exchange therefor and my agreement to and acceptance of the terms and conditions set forth in the Award Agreement. If I have previously submitted an election to exchange some or all of my Eligible Options and wish to withdraw one or more of my tendered options from the Offer and/or change my election to tender Eligible Options, by submitting this election, I elect to exchange or not exchange the Eligible Options now indicated.

I understand that I am not required to tender my Eligible Options for exchange, and participation in the Offer is completely voluntary. If I elect to participate in the Offer, I may elect to tender any or all of my Eligible Options on a grant-by-grant basis. If I do not wish to participate in the Offer, no action is required on my part.

I understand that if I do not elect to exchange some or all of my Eligible Options, I will not receive any New Options in exchange for such Eligible Options and will continue to hold the Eligible Options that I do not elect to exchange, which will continue to be governed by the terms and conditions of the applicable existing stock option award agreements between Sprint and me.

Sprint has advised me to consult with my own tax, financial and legal advisors as to the consequences of participating or not participating in this Offer before making any decision whether to participate.

I understand that participation in the Offer will not be construed as a right to my continued employment with Sprint or any of its subsidiaries. I understand that participation in the Offer will not alter or affect any provisions of my employment relationship with Sprint or one of its subsidiaries (other than to the extent that New Options replace Eligible Options). I understand that the New Options will not create any contractual or other right to receive any other future equity or cash compensation, payments or benefits.

I understand that my right to participate in the Offer or be granted a New Option will terminate effective as of the date that I am no longer employed with Sprint or a subsidiary, as determined by Sprint for purposes of the Offer.

I understand that Sprint, subject to applicable law, may extend or amend the Offer and postpone its acceptance and cancellation of my Eligible Options that I have tendered for exchange. I understand that Sprint may terminate the Offer if any of the conditions specified in Section III of the Offer to Exchange occurs. In such event, I understand that my Eligible Options tendered for exchange but not accepted will remain in effect with their current terms and conditions.

I understand that my elections and agreements will survive my death or incapacity and will be binding upon my heirs, personal representatives, successors and assigns.

The Election Form is governed by and subject to United States federal law and Kansas state law, as well as the terms and conditions set forth in the Offer to Exchange. For purposes of litigating any dispute that arises under the Election Form, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Kansas and agree that such litigation shall be conducted in the courts of the State of Kansas, or the federal courts of the United States for the District of Kansas, where this Offer is made and/or to be performed. Sprint will determine, in its sole discretion, all questions about the validity, form, eligibility (including time of receipt) and acceptance of any Eligible Options and any Election Forms. Sprint’s determination of these matters will be given the maximum deference permitted by law. However, I have all rights accorded to me under applicable law to challenge such determination in a court of competent jurisdiction. Only a court of competent jurisdiction can make a determination that will be final and binding upon the parties.

3

SPRINT NEXTEL CORPORATION
OFFER TO EXCHANGE CERTAIN OUTSTANDING STOCK OPTIONS
FOR NEW STOCK OPTIONS
ELECTION FORM — (Continued)

NOTE: The signature on this Election Form must correspond to your name as reflected in our employment records with respect to your Eligible Options. If your name has been legally changed, please email stockoptionexchangeprogram@sprint.com. If you are signing this Election Form as a trustee or other legal representative, identify your full title and submit proper evidence satisfactory to us of your authority to so act; by signing this Election Form you are representing that you have full authority to tender any Eligible Option that may have been transferred pursuant to the terms of the Eligible Option.

IMPORTANT INSTRUCTIONS: Indicate your decision to tender one or more of your Eligible Options in exchange for New Options by selecting the “Yes” choice in the Election column for those particular options. You may not tender only a portion of an Eligible Option grant. If you do not want to tender one or more of your Eligible Options for exchange, select the “No” choice in the Election column for those particular options. If you do not select either the “Yes” or the “No” choice with respect to an Eligible Option, we will interpret that as an election not to exchange the Eligible Option.

If you previously submitted an election to surrender Eligible Options, you may change or withdraw your election at any time before the end of the offering period by selecting “Yes” or “No” in the Election column for each Eligible Option and properly and timely submitting this Election Form. Your latest dated election that is received before the Expiration Time will supersede any previously dated election.

Eligible Options New Options                    

			# Shares
			Subject to		# Shares
	Grant	Exercise	Eligible	Exchange	Subject to
Grant ID	Date	Price	Option	Ratio	New Option	Election
						Yes     No
						Yes     No
						Yes     No
						Yes     No
						Yes     No
						Yes     No
						Yes     No

Sprint will not issue any fractional New Options. The amounts in the “# of Shares Subject to New Option” column have been rounded down to the next whole share after applying the applicable exchange ratio on a grant-by-grant basis.

Employee Signature	Date	Sprint CID
Employee Name Printed
	Employee Contact Phone Number

Mail, fax or email this fully completed Election Form so that it is received by Sprint before 11 p.m. Central time on June 16, 2010 (or the later date we may specify) to

Sprint Nextel Corporation
Attn: Stock Option Exchange Program
MAILSTOP: KSOPHL 0312-3A200
6500 Sprint Parkway
Overland Park, Kansas 66251 FAX Number: 913-523-2709

stockoptionexchangeprogram@sprint.com

It is your responsibility to make sure that your Election Form is received before the above deadline.

4

EX-99.A.1.C

Exhibit (a)(1)(C)

Sent:

From:

To:

Subject: Launch of Sprint Stock Option Exchange Program

We are pleased to announce that we have officially launched the Stock Option Exchange Program effective today. This program is an opportunity for eligible employees to elect to surrender eligible stock options for new options covering a lesser number of shares of Sprint Nextel common stock. It is described in detail in the formal “Offer to Exchange” document and the other materials in the Schedule TO (Tender Offer) we filed with the Securities and Exchange Commission today (offering materials). We have engaged Stock & Options Solutions to administer this program on behalf of Sprint.

The offer is scheduled to end at 11 p.m. Central time on Wednesday, June 16, 2010, and is subject to the terms and conditions described in the offering materials. If you wish to participate in the exchange program, your election must be received before the end of the offering period.

You may learn more about the Stock Option Exchange Program by reviewing the offering materials, including frequently asked questions, on SOS’s secure Stock Option Exchange Program Website, which is dedicated specifically to this program. You will also use this website to make an election to participate in the exchange program. You may also access this website by typing “Exchange” in your i-Connect browser.

A brief video explaining this program will be available beginning Wednesday morning via a link on the Stock Based Programs page of i-Connect. The video will include a walk-thru of the website and can be viewed only from within the Sprint firewall (including with SARA or eRAS).

The Stock Option Exchange Program Website, https://sprint.equitybenefits.com, is accessible from your home or work computer. To log in, use your Sprint e-mail address and enter your birth month and year as your temporary password. Once you have logged in, you will be prompted to customize your password. Simply follow the instructions to access personalized information about your eligible options and how to make, change or withdraw your election before the end of the offering period. Visit the website early to give yourself plenty of time to review all of the offering materials. There are no exceptions to the deadline of 11 p.m. Central time Wednesday, June 16, 2010, so we encourage you not to wait until the last day to make your election.

All questions about this program or the website should be referred directly to the Stock & Option Solutions Call Center at 800-864-7096 or sprint@sos-team.com.

A final word — while we are excited about this opportunity, please note that no one from Sprint (including HR, Legal, Tax or your manager), Stock & Option Solutions or any other entity related to this program is permitted to provide any advice, recommendation or additional information about the exchange program, and we encourage you to consult with your own advisors about your decision.

Regards,

Sandy Price, Senior Vice President — Human Resources

EX-99.A.1.D

Exhibit (a)(1)(D)

[Date]

[Name]

[Address]

[City, State, Zip]

Subject: Launch of Sprint Stock Option Exchange Program

Dear [Name]:

We are pleased to announce that we have officially launched the Stock Option Exchange Program effective today. This program is an opportunity for eligible employees to elect to surrender eligible stock options for new options covering a lesser number of shares of Sprint Nextel common stock. It is described in detail in the formal “Offer to Exchange” document and the other materials in the Schedule TO (Tender Offer) we filed with the Securities and Exchange Commission today (offering materials). We have engaged Stock & Options Solutions to administer this program on behalf of Sprint.

The offer is scheduled to end at 11 p.m. Central time on Wednesday, June 16, 2010, and is subject to the terms and conditions described in the offering materials. If you wish to participate in the exchange program, your election must be received before the end of the offering period. In this Offer packet you will find a personalized paper Election Form, which you may submit by mail, fax or email as instructed on the Election Form.

You may learn more about the Stock Option Exchange Program by reviewing the offering materials, including frequently asked questions and the form of Award Agreement for the New Options. These offering materials are enclosed in this Offer packet and on SOS’s secure Stock Option Exchange Program Website, at https://sprint.equitybenefits.com, which is dedicated specifically to this program. You may also use this website to make an election to participate in the exchange program in lieu of submitting your paper Election Form. If you make an online election, you do not need to submit a paper Election Form. There is also a handy “Breakeven Calculator” on the website, which may be of assistance to you in making your decisions.

A brief video explaining this program will be available beginning Wednesday, May 19, via a link on the Stock Based Programs page of i-Connect (i-Connect > My Life & Career > Stock Based Programs). The video will include a walk-thru of the website and can be viewed only from within the Sprint firewall (including with SARA or eRAS).

The Stock Option Exchange Program Website, https://sprint.equitybenefits.com, is accessible from your home or work computer. To log in, use your Sprint e-mail address and enter your birth month and year as your temporary password. Once you have logged in, you will be prompted to customize your password. Simply follow the instructions to access personalized information about your eligible options and how to make, change or withdraw your election before the end of the offering period. Visit the website early to give yourself plenty of time to review all of the offering materials. There are no exceptions to the deadline of 11 p.m. Central time Wednesday, June 16, 2010, so we encourage you not to wait until the last day to make your election.

All questions about this program or the website should be referred directly to the Stock & Option Solutions Call Center at 800-864-7096 or sprint@sos-team.com.

A final word — while we are excited about this opportunity, please note that no one from Sprint (including HR, Legal, Tax or your manager), Stock & Option Solutions or any other entity related to this program is permitted to provide any advice, recommendation or additional information about the exchange program, and we encourage you to consult with your own advisors about your decision.

Regards,

Sandy Price, Senior Vice President — Human Resources

Enclosures:

Schedule TO

Offer to Exchange, including Summary Term Sheet

Form of New Option Award Agreement

Election Form

EX-99.A.1.E

Exhibit (a)(1)(E)

[Date]

[Name]

[Address]

[City, State, Zip]

Subject: Stock Option Exchange Program Election Rejection

Dear [Name]:

We received an Election Form from you dated          , 2010. Unfortunately, we could not accept your Election Form under the Sprint Stock Option Exchange Program for the following reason(s):

     The Election Form was received after the expiration deadline for the Offer. We cannot process your election.

     The Election Form was not properly signed or other employee information was not provided.

     It is unclear what election was intended.

If you wish to participate in the Offer or change or withdraw a previous valid election, and the Offer has not yet expired, please do one of the following:

•  Correct the defects noted above on the enclosed copy of your Election Form, initial your corrections and deliver it to Sprint at the contact information listed on the Election Form;

•  Complete and submit your election online at https://sprint.equitybenefits.com using your Sprint email address and your chosen password (or, if you have forgotten your password, use the password reset feature on the login screen); or

•  Submit another paper Election Form included with your Offer packet mailed on May 17 to change your election before 11 p.m. Central time on June 16, 2010. If you would like to request additional copies of the Election Form, email stockoptionexchangeprogram@sprint.com or call 913-762-6617.

In any case your election must be received by us before 11 p.m. on June 16, 2010, or a later date we specify if the Offer is extended.

If 800-864-7096 or email sprint@sos-team.com, or, after the program ends, stockoptions@sprint.com.

Regards,

Jim Hayes, Director — Compensation

EX-99.A.1.F

Exhibit (a)(1)(F)

[Date]

[Name]

[Address]

[City, State, Zip]

Subject: Stock Option Exchange Program Reminder

Dear [Name]:

As of today, our records show you have not made an election to participate in the Stock Option Exchange Program. This letter is to remind you that June 16, 2010 at 11 p.m. Central time is the final deadline to participate in the Stock Option Exchange Program. If you wish to surrender your Eligible Options in exchange for New Options, as described in the offering materials filed with the Securities and Exchange Commission on Schedule TO on May 17, 2010, you must log in to the Stock Option Exchange Program Website, https://sprint.equitybenefits.com, Follow the directions to make a timely election or submit the paper Election Form included with your Offer packet mailed on May 17.

There are no exceptions to this deadline so we encourage you not to wait until the last day to make your election if you wish to participate. To log in to the Stock Option Exchange Program Website, https://sprint.equitybenefits.com, use your Sprint email address and enter your birth month and year as your temporary password. Once you have logged in, you will be prompted to customize your password. Simply follow the instructions on the website to access personalized information about your eligible options and how to make, change or withdraw your election before the end of the offering period.

To submit your election via the paper Election Form, please refer to the instructions on that form. If you have made your election online, you do not need to submit a paper Election Form.

Your participation in the exchange program is completely voluntary. You are not obligated to participate in the exchange program. Any options you do not elect to surrender for exchange will not be canceled and will remain subject to their present terms.

If you have any questions about the program, please call the Stock & Option Solutions Call Center at 800-864-7096 or email sprint@sos-team.com or, after the program ends, stockoptions@sprint.com.

Regards,

Jim Hayes, Director — Compensation

EX-99.A.1.G

Exhibit (a)(1)(G)

Sent:

From:

To:

Subject: Stock Option Exchange Program Reminder

Our records show you have not made an election to participate in the Stock Option Exchange Program. This email is to remind you that June 16, 2010 at 11 p.m. Central time is the final deadline to participate in the Stock Option Exchange Program. If you wish to surrender your Eligible Options in exchange for New Options, as described in the offering materials filed with the Securities and Exchange Commission on Schedule TO on May 17, 2010, you must log in to the Stock Option Exchange Program Website and follow the directions on it to make a timely election.

There are no exceptions to this deadline so we encourage you not to wait until the last day to make your election if you wish to participate. To log in to the Stock Option Exchange Program Website, https://sprint.equitybenefits.com, use your Sprint email address and enter your birth month and year as your temporary password. Once you have logged in, you will be prompted to customize your password. Simply follow the instructions on the website to access personalized information about your eligible options and how to make, change or withdraw your election before the end of the offering period.

Your participation in the exchange program is completely voluntary. You are not obligated to participate in the exchange program. Any options you do not elect to surrender for exchange will not be canceled and will remain subject to their present terms.

If you have any questions about the program, please call the Stock & Option Solutions Call Center at 800-864-7096 or email sprint@sos-team.com, or, after the program ends, stockoptions@sprint.com.

Regards,

Jim Hayes, Director — Compensation

EX-99.A.1.H

Exhibit (a)(1)(H)

Sent:

From:

To:

Subject: Stock Option Exchange Program Election Confirmation

Your Stock Option Exchange Program election has been recorded as follows:

Eligible Option New Option               

			Number of Shares		Number of Shares
			Subject to Eligible		Subject to New
Grant ID Number	Grant Date	Exercise Price	Option	Exchange Ratio	Option	Election

We strongly encourage you to print this email and keep it for your records.

If you elected “Yes” with respect to any Eligible Option, your election means you accept the replacement of the tendered Eligible Option. You will receive additional information about the New Options, including the New Options exercise price, as soon as practicable after they are granted, which is expected to be promptly after the end of the program.

If you elected “No” with respect to any Eligible Option, your election means you decline the replacement of the non-tendered Eligible Option. Options you do not elect to surrender for exchange will not be canceled and will remain subject to their present terms.

If the above is not your intent, you may log back into the Stock Option Exchange Program Website to change your election before 11 p.m. Central time on June 16, 2010. Log into the Stock Option Exchange Program Website using your Sprint email address and your chosen password (or, if you have forgotten your password, use the password reset feature on the login screen).

If you have questions about the program or this confirmation notice, please call the Stock & Option Solutions Call Center at 800-864-7096 or email sprint@sos-team.com, or, after the program ends, stockoptions@sprint.com.

EX-99.A.1.I

Exhibit (a)(1)(I)

[Date]

[Name]

[Address]

[City, State, Zip]

Subject: Stock Option Exchange Program Election Confirmation

Dear [Name]:

Your Stock Option Exchange Program election has been recorded as shown in the printout enclosed with this letter.

If you elected “Yes” with respect to any Eligible Option, your election means you accept the replacement of the tendered Eligible Option. You will receive additional information about the New Options, including the New Options exercise price, as soon as practicable after they are granted, which is expected to be promptly after the end of the program.

If you elected “No” with respect to any Eligible Option, your election means you decline the replacement of the non-tendered Eligible Option. Options you do not elect to surrender for exchange will not be canceled and will remain subject to their present terms.

If the election reflected in the printout is not your intent, you may log into the Stock Option Exchange Program Website, https://sprint.equitybenefits.com, or submit another paper Election Form included with your Offer packet mailed on May 17 to change your election before 11 p.m. Central time on June 16, 2010.

If you would like to request additional copies of the Election Form, email stockoptionexchangeprogram@sprint.com or call 913-762-6617.

Log into the Stock Option Exchange Program Website using your Sprint email address and your chosen password (or, if you have forgotten your password, use the password reset feature on the login screen).

If you have questions about the program or this confirmation notice, please call the Stock & Option Solutions Call Center at 800-864-7096 or email sprint@sos-team.com, or, after the program ends, stockoptions@sprint.com.

Regards,

Jim Hayes, Director — Compensation

EX-99.A.1.J

Exhibit (a)(1)(J)

Sent:

From:

To:

Subject: Stock Option Exchange Program Non-Participation Confirmation

As was previously communicated, the final deadline for making an election to exchange your Eligible Options in the Stock Option Exchange Program was 11 p.m. Central time on June 16, 2010. There are no exceptions to this deadline.

This email is to confirm that we did not receive by this deadline an election from you to exchange the following Eligible Options in the Stock Option Exchange Program:

			Number of Shares
			Subject to Eligible
Grant ID Number	Grant Date	Exercise Price	Option

These Eligible Options will not be canceled and will remain subject to their present terms and you will not receive a replacement grant of New Options with respect to these Eligible Options under the Stock Option Exchange Program.

For questions, email stockoptions@sprint.com.

EX-99.A.1.K

Exhibit (a)(1)(K)

[Date]

[Name]

[Address]

[City, State, Zip]

Subject: Stock Option Exchange Program Non-Participation Confirmation

Dear [Name]:

As was previously communicated, the final deadline for making an election to exchange your Eligible Options in the Stock Option Exchange Program was 11 p.m. Central time on June 16, 2010. There are no exceptions to this deadline.

This letter is to confirm that we did not receive by this deadline an election from you to exchange in the Stock Option Exchange Program shown on the enclosed printout.

The Eligible Options shown on the enclosed printout will not be canceled and will remain subject to their present terms and you will not receive a replacement grant of New Options with respect to these Eligible Options under the Stock Option Exchange Program.

For questions, email stockoptions@sprint.com.

Regards,

Jim Hayes, Director — Compensation

EX-99.A.1.L

Exhibit (a)(1)(L)

Sent:

From:

To:

Subject: Stock Option Exchange Program Participation Confirmation

Thank you for participating in the Sprint Stock Option Exchange program. The Eligible Options that you elected to exchange have been accepted for exchange and cancelled, and your New Options have been granted, as indicated in the table below.

The number of shares subject to each of your New Options is indicated in the table. The exercise price of your New Options is $     .      per share. Subject to the additional terms and conditions of the New Options as described in the Award Agreement, your New Options are subject to a new vesting schedule, where 50 percent of the New Option vests on June   , 2011 and 50 percent of the New Option vests on June   , 2012. The expiration date of each New Option is June   , 2017.

Eligible Option New Option                    

			Number of Shares
			Subject to Eligible			Number of Shares
Grant ID Number	Grant Date	Exercise Price	Option	Exchange Ratio	Exercise Price	Subject to New Option	Election

You will soon be able to view the terms of your New Options on the UBS OneSource website https://onesource.ubs.com/s

For questions, email stockoptions@sprint.com.

EX-99.A.1.M

Exhibit (a)(1)(M)

[Date]

[Name]

[Address]

[City, State, Zip]

Subject: Stock Option Exchange Program Participation Confirmation

Dear [Name]:

Thank you for participating in the Sprint Stock Option Exchange program. The Eligible Options that you elected to exchange have been accepted for exchange and cancelled, and your New Options have been granted, as indicated on the printout enclosed with this letter.

The number of shares subject to each of your New Options is indicated on the enclosed printout. The exercise price of your New Options is $     .      per share. Subject to the additional terms and conditions of the New Options as described in the Award Agreement, your New Options are subject to a new vesting schedule, where 50 percent of the New Option vests on June   , 2011 and 50 percent of the New Option vests on June   , 2012. The expiration date of each New Option is June   , 2017.

You will soon be able to view the terms of your New Options on the UBS OneSource website https://onesource.ubs.com/s.

For questions, email stockoptions@sprint.com.

Regards,

Jim Hayes, Director — Compensation

EX-99.A.1.N

Exhibit (a)(1)(N)

Sent:

From:

To:

Subject: Stock Option Exchange Program Website — Password Reset

Your temporary password for the Sprint Stock Option Exchange Program website has been reset:

New Temporary Password:

Please log in using your new password at https://sprint.equitybenefits.com/. You will be prompted to create a new Password after successful log in.

If you did not make this request, please contact us immediately at sprint@sos-team.com.

EX-99.A.1.O

Exhibit (a)(1)(O)

Log In Page

Initial Password Reset Screen

Incorrect Password Reset Attempt

Home Page

Make My Election Page

Make My Election Page (cont’d)

Review My Election Page

Submit My Election Page

Terms & Conditions

Terms & Conditions (Cont’d)

Print Election Confirmation

Printable Election Page

Pop-Up If a Participant does not Print:

Breakeven Calculator

Breakeven Calculator (Cont’d)

Home page once An Employee has made an election:

Forgot Password Page

Change Password once logged-in

EX-99.A.1.P

Exhibit (a)(1)(P)

SCRIPT OF VIDEO
FOR STOCK OPTION EXCHANGE PROGRAM

Speakers:

#1 Stan Sword

#2 Jim Hayes

Stan:  Good morning. Thanks for joining me today. My name is Stan Sword and I’m the vice president of Sprint’s Total Rewards group. I have some important information about a special Stock Option Exchange Program here at Sprint.

We announced on March 29 we submitted a proposal in our 2010 Proxy Statement for a stock option exchange program. I’m pleased to confirm that last week our shareholders gave us the necessary approval to implement this program. This program provides eligible employees an opportunity — on a completely voluntary basis — to exchange certain stock options that are underwater for new options to be granted at the close of the exchange program at the then-current market price.

Before I get started, let me emphasize that this video for employees who are eligible to participate in the program is meant to supplement much more detailed information that’s available to you, including information in the Offer to Exchange document that we filed with the SEC on Monday, May 17. The Offer to Exchange is available on the special website that you’ll be using to make your election to exchange your eligible options if you choose to do so. I strongly encourage you to read these documents carefully.

Now, to get you started, I’m going to spend the next 15 minutes or so reviewing the following information:

•  I’ll talk just briefly about what led us to the decision to offer this program.

•  I’ll review some of the basics on how the exchange program will work; and

•  I’ll work through some next steps, including a review of what you’ll need to do in order to participate in the exchange program.

Also, with me today is Jim Hayes, Director of Compensation, who will walk through the dedicated website that will be used to evaluate choices and make elections.

We clearly recognize that there are a lot of details here, and we want to make sure that you have all the information necessary to make the right decision about whether to exchange your eligible options. Therefore, information on this program will be available in one place on the secure website, which is hosted by Stock & Option Solutions. Stock & Option Solutions, affectionately known as SOS, is the vendor we have engaged to help us administer this program.

So now let’s talk a few minutes about why we’re offering the Stock Option Exchange Program. The main reason for the exchange program is that we want your stock options to do what we originally intended for them to do — retain and motivate you and the over nine thousand other employees who are eligible to participate in the exchange program. We know you have been working very hard over the years to help Sprint Nextel complete our turnaround and we want you to share in the financial rewards when the turnaround is reflected in stock price appreciation.

I want to take a minute here to note that stock option exchange programs are not new — but they have become much more common and accepted in the marketplace as many companies just like us have suffered dramatic declines in their stock price over the last couple of years. Companies like Starbucks, Motorola, Intel, Google and over 200 other companies have offered exchange programs to help restore the original intent of their stock option compensation, just like we’re doing.

Another important reason for this program is that we want to reinforce the alignment of your financial interests with the interests of our shareholders. Putting some of our compensation at risk in the form of stock

options shows our investors that we have some skin in the game. It demonstrates our commitment to increase our stock price over the long term by delivering consistently strong business results.

The last two reasons our Compensation Committee has approved this program are also important for our shareholders. Because of the carefully computed “exchange ratios,” which I’ll talk more about later, the new options granted will minimize accounting expense to the company, compared to what would be charged if a supplemental equity grant had been made.

Finally, the exchange program will reduce the number of outstanding options, which in turn will reduce future shareholder dilution. If all the eligible options were tendered, nearly 30 million eligible options would be cancelled and exchanged for approximately 8 million new options.

So now let’s take a closer look at some of the exchange program highlights.

I’ll walk through a lot more detail on some of these in upcoming slides, but in a nutshell, this program is a limited-time opportunity

•  to exchange eligible stock options

•  for new stock options granted

•  at an exercise price that is

•  equal to the closing market price of Sprint stock on the date that the new options are granted, which we anticipate to be shortly after June 16 when the exchange is expected to close.

The exchange program applies only to underwater stock options that meet certain criteria, which we will refer to as “eligible options” during this program, and does not apply at all to Sprint shares, restricted stock, restricted stock units or performance units.

The exchange program is a value-for-value, not a one-for-one, exchange. This means the number of new options you would receive will be considerably fewer in number than those you surrender, based on the exchange ratios. I’ll explain more about exchange ratios in a minute. But for now, let me point out that the reason for these ratios is that it takes fewer new options to match the fair value of the options surrendered and, as I just mentioned, having a “value-neutral” exchange is in line with our shareholders’ interests and an important factor in gaining their approval of this program.

The exchange program is completely voluntary. You make a choice to exchange all, some, or none of your eligible options, but you cannot exchange only a portion of any one grant.

You have the opportunity to make this choice from May 17 through June 16. You will be using an online website that we have provided to all participants. For anyone without access to the Internet, a paper election process is available.

So now let’s talk about who’s eligible to participate. The exchange program is open to employees of Sprint Nextel Corporation or one of our wholly-owned U.S. subsidiaries.

Only employees as of the exchange period opening day, May 17, and through the end of the exchange program on June 16 are eligible. This means if you are not an employee on June 16, any elections you may have made during the offering period will be cancelled and you will keep your existing options.

You must also be employed on the grant date of the new options to be eligible to receive them. Again, that’s expected to be as soon as possible, likely the next business day, after the exchange closes on June 16.

And, of course, only those employees holding eligible options, which I’ll describe in a minute, are eligible to exchange options.

Current board members, former employees (even retirees or those who are at Clearwire or vendors like Ericsson) and our 2010 proxy statement named executive officers are not eligible to participate.

Now let’s look at which options are eligible. Only certain options are eligible to be included in the exchange program. In addition, only options that have an exercise price above a certain price based on a

2

formula approved by the shareholders are eligible for exchange — this has resulted in a floor price for this program of $6.55. Options with a strike price below that are not eligible for the exchange program.

Both vested and unvested options that meet the above criteria are eligible to be exchanged, but only the outstanding portion of those eligible grants that have not been exercised may be exchanged. This program is not retroactive to any portions of grants that you have already exercised.

And, finally, only options that are still outstanding as of the end of the exchange program are eligible. So, even if an option was eligible as of the beginning of the exchange program, if it expires before the end of the exchange program — for example, as a result of you resigning your employment — the option would not be exchanged, and your existing option would remain subject to its terms.

So now let’s talk a little bit about these “exchange ratios” I mentioned before. Remember, the design of this program is to provide you generally the same value in the form of new options replacing your existing options. Your eligible options are “underwater”, meaning their strike price is significantly above the current market price of Sprint stock and therefore have a relatively low fair value. The new options will have a higher fair value because they will have a lower strike price equal to fair market value of Sprint Stock on the date of grant. So, fewer new options are required to provide you the same fair value as your eligible options. The ratio of the number of eligible options to the number of new options is the “exchange ratio.”

You may be wondering what we mean by fair value. It’s derived from a very detailed calculation using what is called the Black-Scholes valuation methodology. All of this is detailed in the Offer to Exchange document that’s posted on the website. And if you’re curious about that, I strongly encourage you to read that portion of document.

Suffice it to say that the primary factors that drive the calculation of the exchange ratio are the strike price and the remaining exercise period of the eligible options compared to that of the new options.

We have set up our program to be relatively simple and rather than each different underwater option having a separate exchange ratio, we have grouped options together into two tiers.

As you can see from this slide, the first tier, with strike prices of $6.55 to $13.17, have a 2:1 exchange ratio and the second tier, with strike prices of $13.18 and above have a 4.5:1 exchange ratio.

So, for example, if you have an eligible option with a strike price of $44.89 the 2nd tier applies. And let’s say that option is to purchase 1,000 shares of Sprint stock. The 2nd tier exchange ratio is 4.5: 1, so that means if you elect to exchange that eligible option, the new option would be to purchase 222.222 shares. Now, because we don’t grant options to purchase fractional shares, we will round down to the next whole number of shares, so in this example, your new option would be to purchase 222 shares.

As another example, if you have an eligible option with a strike price of $10.76, the 1^st tier applies. And let’s say that option is to purchase 1000 shares of Sprint stock. The 1^st tier exchange ratio is 2: 1, so that means if you elect to exchange that option, the new option would be to purchase 500 shares. No rounding would be necessary.

Finally, let me briefly describe the new options that will be granted in exchange for any eligible options you elect to surrender. New options are expected to be granted as soon as practical after the exchange period closes on June 16th.

New options will be granted with an exercise price equal to the closing price of our stock on that day of grant.

The new options will also have a new two-year vesting period, vesting 50 percent on each anniversary of the grant date. This means you generally must be an employee on the vesting dates in order to be able to exercise the applicable portion of the option. So you’ll notice in a minute that if you make a decision to exchange an option that was granted, for instance, in 2003, that’s fully vested today, the new option will not fully vest until summer of 2012.

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These new options will expire seven years after the grant date. You’ll notice that eligible option grants you hold, which have a 10-year term and were granted in 2007 or earlier, are scheduled to expire in early 2017 or sooner. So, receiving a new option would essentially extend the life of your existing options, because the new options won’t expire, generally as long as you continued to be employed, until summer of 2017.

I also want to point out that there may be some other unique differences to the terms of the new options that will be granted to those of the eligible options you might choose to surrender.

Some of these differences are highlighted in the Offer to Exchange, but I encourage you to carefully study the terms of your eligible option award agreement or other applicable documents before making your elections.

That sums up how the exchange program works. So before I invite Jim to review the website we’ve set up for the exchange program, let me review a few key points. The exchange period runs through June 16. So if you decide you want to exchange any of your eligible options, we must receive your election to do so, primarily via the SOS website, before 11 p.m. Central time on June 16.

New options are expected to be granted as soon as practical after that, using the closing price of Sprint’s stock on that day as the exercise price.

And, remember, all the new options will have a new vesting period of 50 percent at the end of each of the next two years after the grant date of the new options.

A few notes on where to go for more information. You’ll see in a minute you can obtain all the documents that you or your financial advisor will need to reference about the exchange program on the SOS website. I think you’ll find the program documentation to be very comprehensive and thorough and have all the information that you need in order to make your decision. I strongly encourage you to read these documents and review them with your own tax or financial advisors, as you deem appropriate.

We also have a call center staffed by our SOS partners so that you can get answers to your questions about how the program works, and that number is here on this slide — 800-864-7096, or you can email them at sprint@sos-team.com. The call center hours are posted on the Sprint Stock Option Exchange Program Website.

So now let me introduce Jim Hayes who is Director of Compensation He will review the website for you.

Jim:  Thank you, Stan. I’ll turn to the first screen shot to get started.

The first screen that you are looking at is the login screen. This is what you will see when you click on the link for the website in the email you received announcing this program. You will need to enter your login ID and temporary password that were described in your announcement e-mail (or letter, if you were on leave). Your login ID is your Sprint e-mail address and your temporary password is the two-digit month and four-digit year of your birth date.

After you log in for the first time, or after a password reset, the website will prompt you to customize your password. In order to do that, you will need to re-enter your log-in ID, your old password, and your customized new password, twice, and then click on “Update.” This completes the process and stores your customized password.

After that, you are taken to the home page of the website. Let me point out here that if you happen to forget your customized password, or if your account gets locked because you enter an incorrect password too many times, a reset screen will allow you to answer a security question and then you will receive a new temporary password emailed to your Sprint email address. From there, you may re-enter the site, and re-customize your password.

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Make sure to read the welcome text at the top of the screen. It gives some high-level instructions on how to navigate the website. You will notice that there are three main boxes: “Learn,” “Make My Election,” and “Need Help.” The “Learn” box contains links to all of the terms and conditions of the exchange.

Please make sure to review all of the material in this box, including all of the legal information, before you make a decision regarding your eligible options. So, for example if you click on “Offer to Exchange,” the link will take you directly to the document filed with the SEC.

All of the documents are in pdf format, so if you do not have Adobe Acrobat installed on your computer, you will be directed to the Adobe website, where you can download and install that program for free. From any pdf document, you can navigate back to the website page you were on by exiting out of or minimizing the pdf document.

Now let’s review the “Make My Election” section. You can see that it will tell you in this box how many days are remaining to make your election. If you click on “Make/Change My Election,” you will be taken directly to the first of four steps you need to go through before your election is complete.

This first page is Step 1 of 4. Make sure to read the text on the left of the screen. There are also links back to stored official documents to ensure that you have reviewed all of the material before making your election.

If you scroll down in Step 1, you can see the table that lists all of the details of your eligible options. This person has two eligible options for the exchange, and you can see on the right-hand side that the election for each option defaults to “No” so make sure to select “Yes” for each one of your eligible options that you want to surrender for exchange.

Before you make your elections, I want to again point out the links in the “Learn” section of this page as well as the Home Page. There you will find a link to the Summary Term Sheet in the Offer to Exchange, which is in an easy-to-understand question and answer format. You will also find a link to the sample Award Agreement containing the terms of the New Options. And, finally, you will find a link to an easy-to-use “break-even calculator.”

The break-even calculator will allow you to determine the “break-even price” for an eligible option and new option. The resulting number is the Sprint stock price at which the realized values for both your eligible option and a new option are equal. Your realized value is the pre-tax gain you would have on exercising an option and immediately selling the shares purchased.

Let’s walk through how this works. You can see that there is a drop-down to select each of your eligible options and do the calculations for each one. So, Step 1 is to select a Grant ID. Once you do that, you can see that the calculator automatically populates the corresponding exercise price, number of shares for that eligible option, your corresponding exchange ratio and the corresponding number of new option shares.

The next step is for you to enter the hypothetical price of the new option. This will be where you estimate the Sprint closing market price on the grant date of the new option at the end of the exchange. In this example, we estimated a strike price of $4.35. (Remember, the strike price for the new option will be the closing price of our stock on the grant date, which is expected to be as soon as practical after the exchange program ends. And, as a caveat, please remember all of the numbers we will use here are simply for illustration purposes only and not a prediction or guarantee of any future stock price) Then you can click “Calculate” and the break-even price for that option will populate.

As you can see, for this eligible option, at this hypothetical strike price for the new option, the break-even stock price is $17.17.

There’s also a feature, if you scroll down, to calculate the value of an eligible option and a corresponding new option at a hypothetical future stock price, based on the estimated strike price you entered in Step 2. So for Step 3, we have entered $12 as an example future stock price.

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You then click “Calculate,” and you can see that, based on a hypothetical $12 future Sprint stock price, the eligible option would have a realized value of $1,713.68, and the realized value of the new option would be $5,286.15.

This next example illustrates using $20 as a different future hypothetical stock price. You can see that the calculator gives you for the eligible option a realized value of $12,769.68, and for the new option a realized value of $10,814.15.

You can also click the “Reset” icon here to reset all the values and select a new grant ID from the drop-down menu. And, don’t forget to review all of the terms and conditions for use of the break-even calculator.

Once you’ve done that, you are ready to return to the election page and make your election for each of your options. This example shows an election of “Yes” for the first eligible option and “No” for the other one. If at this stage, you decide you’re not sure you’re ready to make your election, you can click “Cancel,” and the website will take you back to the home page.

But, if you’re ready to click on “Review My Election,” you are taken to Step 2 of 4. Here, you review your elections to make sure that these are the elections you want to make. If they are not, you will click on “Cancel” and the website will take you back to the Step 1 page. If the elections are the ones you want to make, you will click “Continue.”

Step 3 of 4 is to agree or disagree to the terms and conditions of the exchange program. One thing that I wanted to mention here is that you will not have to go into the UBS website in order to accept your new option Award Agreement after the exchange program closes. That is accomplished through accepting the terms and conditions in this Step 3.

You will notice that there is a “Print” button at the bottom of this window to bring up a printer-friendly version of this text so you can review it at your leisure. If you disagree with the terms and conditions, or decide not to make your elections at this point, click “Cancel” and the website will take you back to the previous screen, you will not make the elections that you had selected previously, and you can change your elections or logout to come back at a later time.

You can also see that the website confirms your e-mail address. This is important because once you select “I Agree,” it will send the confirmation e-mail to the e-mail address that was just displayed.

After clicking “I Agree,” the site moves you to Step 4 of 4.

This is “Print Election Confirmation.” This step allows you to print the election confirmation for your records. Click on “Print a Confirmation,” and it will bring up a printer-friendly version of your final election confirmation.

There will also be a final confirmation e-mail after the exchange program ends that will be sent out to detail your elections and the grant price of new options if you elected to exchange your existing options.

Back on the home page, the last box that we will review is “Need Help?” This gives you the phone number, e-mail address and hours of operation for the Stock and Options Solutions Call Center in case you have any questions about the website or the exchange program. And you can also see at the top of the screen that it will tell you when the exchange program expires, as Stan mentioned, which is scheduled to be June 16, 2010 at 11 p.m. Central time.

This concludes the demonstration of the website, and I will turn it back over to Stan.

Stan:  Thank you, Jim

As you can see, the website is pretty intuitive and easy to maneuver. There is lots of information posted where you can access it.

Let me sum up with a few brief reminders:

•  The exchange program is scheduled to end on Wednesday, June 16, at 11 p.m. Central time.

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•  There are no exceptions to the deadline.

•  No one from Sprint, including HR, Legal, Tax or your manager, Stock & Option Solutions or any other entity related to this program is permitted to provide any advice, so we encourage you to consult with your own advisors about your decision

•  Your election must be received by us through the website (or via the paper form if that is applicable to you) by this deadline.

•  Now that you have this information, feel free to visit the website we showed you, carefully evaluate your choices and make your elections.

We are pleased to provide you with the opportunity to exchange your underwater options for new options with a strike price to be set at FMV on the close of the exchange. We sincerely appreciate your contribution to Sprint’s turnaround and wish you continued success.

Thanks again for your time.

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EX-99.A.1.Q

Exhibit (a)(1)(Q)

EX-99.D.1

Exhibit (d)(1)

SPRINT NEXTEL CORPORATION
2007 OMNIBUS INCENTIVE PLAN
(EFFECTIVE MAY 8, 2007 AND
AMENDED AND RESTATED ON FEBRUARY 11, 2008, NOVEMBER 5, 2008
AND FEBRUARY 26, 2010)

TABLE OF CONTENTS

		Page
1.	Purpose		1
2.	Definitions		1
3.	Shares Subject to this Plan		9
4.	Option Rights		10
5.	Appreciation Rights		12
6.	Restricted Stock		13
7.	Restricted Stock Units		14
8.	Performance Shares and Performance Units		15
9.	Awards to Non-Employee Directors		16
10.	Other Awards		17
11.	Administration of this Plan		18
12.	Adjustments		19
13.	Change in Control		19
14.	Detrimental Activity		21
15.	Non-U.S. Participants		21
16.	Transferability		21
17.	Withholding Taxes		22
18.	Compliance with Section 409A of the Code		22
19.	Effective Date and Term of Plan		23
20.	Amendments and Termination		23
21.	Substitute Awards for Awards Granted by Other Entities		24
22.	Governing Law		24
23.	Miscellaneous Provisions		24

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SPRINT NEXTEL CORPORATION
2007 OMNIBUS INCENTIVE PLAN

1.  Purpose.  The purpose of this 2007 Omnibus Incentive Plan is to attract and retain directors, officers, other employees and consultants of Sprint Nextel Corporation and its Subsidiaries and to motivate and provide to such persons incentives and rewards for superior performance.

2.  Definitions.  As used in this Plan:

(a) “Appreciation Right” means a right granted pursuant to Section 5 of this Plan and will include both Free-Standing Appreciation Rights and Tandem Appreciation Rights.

(b) “Authorized Officer” has the meaning specified in Section 11(d) of the Plan.

(c) “Award” means a grant of Option Rights, Appreciation Rights, Performance Shares or Performance Units, or a grant or sale of Restricted Stock, Restricted Stock Units or other awards contemplated by Section 10 of the Plan.

(d) “Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right.

(e) “Board” means the Board of Directors of the Corporation and, to the extent of any delegation by the Board to a committee (or subcommittee thereof) pursuant to Section 11 of this Plan, such committee (or subcommittee).

(f) “Business Transaction” has the meaning set forth in Section 2(h)(ii).

(g) “Cause” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in (i) the employment agreement, if any, between the Participant and an Employer, or (ii) during the CIC Severance Protection Period (as defined in the CIC Severance Plan), the CIC Severance Plan, if the Participant is a participant in such plan. If the Participant is not a party to an employment agreement with an Employer in which such term is defined, or if during the CIC Severance Protection Period, the Participant is not a participant in the CIC Severance Plan, then unless otherwise defined in the applicable Evidence of Award, “Cause” shall mean:

(i) the intentional engagement in any acts or omissions constituting dishonesty, breach of a fiduciary obligation, wrongdoing or misfeasance, in each case, in connection with a Participant’s duties or otherwise during the course of a Participant’s employment with an Employer;

(ii) the commission of a felony or the indictment for any felony, including, but not limited to, any felony involving fraud, embezzlement, moral turpitude or theft;

(iii) the intentional and wrongful damaging of property, contractual interests or business relationships of an Employer;

(iv) the intentional and wrongful disclosure of secret processes or confidential information of an Employer in violation of an agreement with or a policy of an Employer;

(v) the continued failure to substantially perform the Participant’s duties for an Employer;

(vi) current alcohol or prescription drug abuse affecting work performance;

(vii) current illegal use of drugs; or

(viii) any intentional conduct contrary to an Employer’s announced policies or practices (including, but not limited to, those contained in the Corporation’s Code of Conduct).

(h) For purposes of this Plan, except as may be otherwise prescribed by the Compensation Committee in an Evidence of Award, a “Change in Control” of the Corporation shall be deemed to have occurred upon the happening of any of the following events:

(i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the combined voting power of the then-outstanding Voting Stock of the Corporation; except, that:

(A) for purposes of this Section 2(h)(i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition of Voting Stock of the Corporation directly from the Corporation that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Corporation by the Corporation or any Subsidiary, (3) any acquisition of Voting Stock of the Corporation by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary, and (4) any acquisition of Voting Stock of the Corporation by any Person pursuant to a Business Transaction that complies with clauses (A), (B) and (C) of Section 2(h)(ii);

(B) if any Person becomes the beneficial owner of thirty percent (30%) or more of combined voting power of the then-outstanding Voting Stock of the Corporation as a result of a transaction or series of transactions described in clause (1) of Section 2(h)(i)(A) above and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Corporation representing one percent (1%) or more of the then-outstanding Voting Stock of the Corporation, other than as a result of (x) a transaction described in clause (1) of Section 2(h)(i)(A) above, or (y) a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally, then such subsequent acquisition shall be treated as a Change in Control;

(C) a Change in Control will not be deemed to have occurred if a Person becomes the beneficial owner of thirty percent (30%) or more of the Voting Stock of the Corporation as a result of a reduction in the number of shares of Voting Stock of the Corporation outstanding pursuant to a transaction or series of transactions that is approved by a majority of the Incumbent Directors unless and until such Person thereafter becomes the beneficial owner of additional shares of Voting Stock of the Corporation representing one percent (1%) or more of the then-outstanding Voting Stock of the Corporation, other than as a result of a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally; and

(D) if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired beneficial ownership of thirty percent (30%) or more of the Voting Stock of the Corporation inadvertently, and such Person divests as promptly as practicable, but no later than the date, if any, set by the Incumbent Directors, a sufficient number of shares so that such Person beneficially owns less than thirty percent (30%) of the Voting Stock of the Corporation, then no Change in Control shall have occurred as a result of such Person’s acquisition; or

(ii) the consummation of a reorganization, merger or consolidation of the Corporation with, or the acquisition of the stock or assets of the Corporation by, another Person, or similar transaction (each, a “Business Transaction”), unless, in each case, immediately following such Business Transaction (A) the Voting Stock of the Corporation outstanding immediately prior to such Business Transaction continues to represent, directly or indirectly, (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof), more than fifty percent (50%) of the combined voting power of the then outstanding shares of Voting Stock or comparable equity interests of the entity resulting from such Business Transaction (including, without limitation, an entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Corporation, such entity resulting from such Business Transaction, or

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any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary or such entity resulting from such Business Transaction) beneficially owns, directly or indirectly, thirty percent (30%) or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Transaction, and (C) at least a majority of the members of the board of directors of the entity resulting from such Business Transaction were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Transaction; or

(iii) during any consecutive 18-month period, more than thirty percent (30%) of the Board ceases to be comprised of Incumbent Directors; or

(iv) consummation of a transaction that implements in whole or in part a resolution of the stockholders of the Corporation authorizing a sale of all or substantially all of Corporation’s assets or a complete liquidation or dissolution of the Corporation, except pursuant to a Business Transaction that complies with clauses (A), (B) and (C) of Section 2(h)(ii).

(i) “CIC Severance Plan” means the Sprint Nextel Corporation Change in Control Severance Plan, as it may be amended from time to time or any successor plan, program, agreement or arrangement.

(j) “CIC Severance Protection Period” means, except as otherwise provided in a Participant’s Evidence of Award, the time period commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of: (i) the 18-month anniversary of such date, and (ii) the Participant’s death. To the extent provided in a Participant’s Evidence of Award, a CIC Severance Protection Period also shall include the time period before the occurrence of a Change in Control for a Participant who is subject to a Pre-CIC Termination.

(k) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including any rules and regulations promulgated thereunder, along with Treasury and IRS interpretations thereof. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(l) “Common Stock” means the Series 1 common stock, par value $2.00 per share, of the Corporation or any security into which such shares of Common Stock may be changed by reason of any transaction or event of the type referred to in Section 12 of this Plan.

(m) “Compensation Committee” means the Human Capital and Compensation Committee of the Board, or any other committee of the Board or subcommittee thereof authorized to administer this Plan in accordance with Section 11 of the Plan.

(n) “Corporation” means Sprint Nextel Corporation, a Kansas corporation, and its successors.

(o) “Date of Grant” means the date as of which an Award is determined to be effective and designated in a resolution by the Compensation Committee or an Authorized Officer and is granted pursuant to the Plan. The Date of Grant shall not be earlier than the date of the resolution and action therein by the Compensation Committee or an Authorized Officer. In no event shall the Date of Grant be earlier than the Effective Date.

(p) “Detrimental Activity,” except as may be otherwise specified in a Participant’s Evidence of Award, means:

(i) engaging in any activity of competition, as specified in any covenant not to compete set forth in any agreement between a Participant and the Corporation or a Subsidiary, including, but not limited to, the Participant’s Evidence of Award, during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity;

(ii) engaging in any activity of solicitation, as specified in any covenant not to solicit set forth in any agreement between a Participant and the Corporation or a Subsidiary, including, but not limited to, the Participant’s Evidence of Award, during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity;

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(iii) the disclosure to anyone outside the Corporation or a Subsidiary, or the use in other than the Corporation’s or a Subsidiary’s business, (A) without prior written authorization from the Corporation, of any confidential, proprietary or trade secret information or material relating to the business of the Corporation and its Subsidiaries, acquired by the Participant during his or her service with the Corporation or any of its Subsidiaries, or (B) in violation of any covenant not to disclose set forth in any agreement between a Participant and the Corporation or a Subsidiary, including, but not limited to, the Participant’s Evidence of Award, during the period of restriction specified in the agreement prohibiting the Participant from engaging in such activity;

(iv) the (A) failure or refusal to disclose promptly and to assign to the Corporation or a Subsidiary upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during his or her service with the Corporation or any of its Subsidiaries, relating in any manner to the actual or anticipated business, research or development work of the Corporation or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Corporation or any Subsidiary to secure a patent where appropriate in the United States and in other countries, or (B) violation of any development and inventions provision set forth in any agreement between a Participant and the Corporation or a Subsidiary, including, but not limited to, the Participant’s Evidence of Award;

(v) if the Participant is or was an officer, activity that the Board determines entitles the Corporation to seek recovery from an officer under any policy promulgated by the Board as in effect when an Award was made or vested under this Plan; or

(vi) activity that results in termination of the Participant’s employment for Cause.

(q) “Director” means a member of the Board.

(r) “Disability” shall mean, in the case of an Employee, termination of employment under circumstances that would make the Employee eligible to receive benefits under the Sprint Nextel Basic Long-Term Disability Plan, as it may be amended from time to time, or any successor plan, program, agreement or arrangement, and in the case of a Participant who is a Non-Employee Director, termination of service as a Non-Employee Director under circumstances that would make the Non-Employee Director eligible to receive Social Security disability benefits. For purposes of paying an amount that is subject to Section 409A of the Code at a time that references Disability, Disability shall mean Separation from Service under these circumstances.

(s) “Effective Date” means the date that this Plan is approved by the stockholders of the Corporation.

(t) “Employee” means any employee of the Corporation or of any Subsidiary.

(u) “Employer” means the Corporation or any successor thereto or a Subsidiary.

(v) “Evidence of Award” means an agreement, certificate, resolution or other written evidence, whether or not in electronic form, that sets forth the terms and conditions of an Award. Each Evidence of Award shall be subject to this Plan and shall contain such terms and provisions, consistent with this Plan, as the Compensation Committee or an Authorized Officer may approve. An Evidence of Award may be in an electronic medium, may be limited to notation on the books and records of the Corporation and, unless determined otherwise by the Compensation Committee, need not be signed by a representative of the Corporation or a Participant. If an Evidence of Award is limited to notation on the books and records of the Corporation, in the event of any inconsistency between a Participant’s records and the records of the Corporation, the records of the Corporation will control.

(w) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. Reference to any section or subsection of the Exchange Act includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

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(x) “Executive Officer” means an officer of the Corporation that is subject to the liability provisions of Section 16 of the Exchange Act.

(y) “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right.

(z) “Full-Value Awards” means Awards granted pursuant to the terms of this Plan that result in the Corporation transferring the full value of any underlying share of Common Stock granted pursuant to an Award. Full-Value Awards include all Awards other than Option Rights, Appreciation Rights or other awards granted pursuant to Section 10 of this Plan with rights which are substantially similar to an Option Right or Appreciation Right.

(aa) “Good Reason,” except as may be otherwise specified in a Participant’s Evidence of Award, shall have the meaning assigned such term in (i) the employment agreement, if any, between a Participant and an Employer, or (ii) during the CIC Severance Protection Period (as defined in the CIC Severance Plan), the CIC Severance Plan, if a Participant is a participant in such plan.

(bb) “Incentive Stock Options” means Option Rights that are intended to qualify as “incentive stock options” under Section 422 of the Code.

(cc) “Incumbent Directors” means the individuals who, as of the Effective Date, are Directors of the Corporation, and any individual becoming a Director after the Effective Date whose election, nomination for election by the Corporation’s stockholders, or appointment, was approved by a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if the individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(dd) “Management Objectives” means the measurable performance objective or objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Compensation Committee or an Authorized Officer, Option Rights, Appreciation Rights, Restricted Stock, Restricted Stock Units, other awards contemplated by Section 10 of this Plan or dividend credits pursuant to this Plan. Management Objectives may be described in terms of Corporation-wide objectives or objectives that are related to the performance of a joint venture, Subsidiary, business unit, division, department, business segment, region or function and/or that are related to the performance of the individual Participant. The Management Objectives may be made relative to the performance of other companies or an index covering multiple companies. The Management Objectives applicable to any Qualified Performance-Based Award will be based on specified levels of or growth in one or more of the following criteria:

(i) net sales;

(ii) revenue;

(iii) revenue growth or product revenue growth;

(iv) operating income (before or after taxes, including operating income before depreciation and amortization);

(v) income (before or after taxes and before or after allocation of corporate overhead and bonus);

(vi) net earnings;

(vii) earnings per share;

(viii) net income (before or after taxes);

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(ix) return on equity;

(x) total stockholder return;

(xi) return on assets or net assets;

(xii) appreciation in and/or maintenance of share price;

(xiii) market share;

(xiv) gross profits;

(xv) earnings (including earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization);

(xvi) economic value-added models or equivalent metrics;

(xvii) reductions in costs;

(xviii) cash flow or cash flow per share (before or after dividends);

(xix) return on capital (including return on total capital or return on invested capital);

(xx) cash flow return on investment;

(xxi) improvement in or attainment of expense levels or working capital levels;

(xxii) operating, gross, or cash margins;

(xxiii) year-end cash;

(xxiv) debt reductions;

(xxv) stockholder equity;

(xxvi) regulatory achievements;

(xxvii) operating performance;

(xxviii) market expansion;

(xxix) customer acquisition;

(xxx) customer satisfaction;

(xxxi) employee satisfaction;

(xxxii) implementation, completion, or attainment of measurable objectives with respect to research, development, products or projects and recruiting and maintaining personnel; or

(xxxiii) a published or a special index deemed applicable by the Compensation Committee or any of the above criteria as compared to the performance of any such index, including, but not limited to, the Dow Jones U.S. Telecom Index.

On or before the Date of Grant, in connection with the establishment of Management Objectives, the Compensation Committee may exclude the impact on performance of charges for restructuring, acquisitions, divestitures, discontinued operations, extraordinary items, and other unusual or non-recurring items and the cumulative effects of changes in tax law or accounting principles, as such are defined by generally accepted accounting principles or the Securities and Exchange Commission and as identified in the Corporation’s audited financial statements, notes to such financial statements or management’s discussion and analysis in the Corporation’s annual report or other filings with the Securities and Exchange Commission; any such exclusion shall be indicated in the applicable Evidence of Award. With respect to any grant under the Plan, if the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Corporation, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable, the

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Compensation Committee may in its discretion modify such Management Objectives or the related minimum acceptable level or levels of achievement, in whole or in part, as the Compensation Committee deems appropriate and equitable, except in the case of a Qualified Performance-Based Award when such action would result in the loss of the otherwise available exemption of such Award under Section 162(m) of the Code. In such case, the Compensation Committee will not make any modification of the Management Objectives or the minimum acceptable level or levels of achievement with respect to such Qualified Performance-Based Award.

(ee) “Market Value Per Share” means, as of any particular date the closing sale price of the Common Stock as reported on the New York Stock Exchange Composite Tape or, if not listed on such exchange, on any other national securities exchange on which the Common Stock is listed. If the Common Stock is not traded as of any given date, the Market Value Per Share means the closing price for the Common Stock on the principal exchange on which the Common Stock is traded for the immediately preceding date on which the Common Stock was traded. If there is no regular public trading market for such Common Stock, the Market Value Per Share of the Common Stock shall be the fair market value of the Common Stock as determined in good faith by the Board. The Board is authorized to adopt another fair market value pricing method, provided such method is stated in the Evidence of Award, and is in compliance with the fair market value pricing rules set forth in Section 409A of the Code.

(ff) “Nextel Plan” means the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan (as Amended and Restated Effective July 13, 2005).

(gg) “Non-Employee Director” means a member of the Board who is not an Employee.

(hh) “Non-Qualified Options” means Option Rights that are not intended to qualify as “incentive stock options” under Section 422 of the Code.

(ii) “Normal Retirement” means, with respect to any Employee, termination of employment (other than termination for Cause or due to death or Disability) at or after age 65. For purposes of paying an amount that is subject to Section 409A of the Code at a time that references Normal Retirement, Normal Retirement shall mean Separation from Service at or after age 65.

(jj) “Optionee” means the Participant named in an Evidence of Award evidencing an outstanding Option Right.

(kk) “Option Price” means the purchase price payable on exercise of an Option Right.

(ll) “Option Right” means the right to purchase shares of Common Stock upon exercise of a Non-Qualified Option or an Incentive Stock Option granted pursuant to Section 4 of this Plan.

(mm) “Participant” means a person who is selected by the Board, the Compensation Committee or an Authorized Officer to receive benefits under this Plan and who is at the time (i) an Employee or a Non-Employee Director, or (ii) providing services to the Corporation or a Subsidiary, including but not limited to, a consultant, an advisor, independent contractor, or other non-employee of the Corporation or any one or more of its Subsidiaries.

(nn) “Performance Period” means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating to such Performance Share or Performance Unit are to be achieved.

(oo) “Performance Share” means a bookkeeping entry that records the equivalent of one share of Common Stock awarded pursuant to Section 8 of this Plan.

(pp) “Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan that records a unit equivalent to $1.00 or such other value as is determined by the Compensation Committee.

(qq) “Person” has the meaning set forth in Section 2(h)(i).

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(rr) “Plan” means this Sprint Nextel Corporation 2007 Omnibus Incentive Plan, as it may be amended from time to time.

(ss) “Plan Year” has the meaning set forth in Section 9(g) and (h).

(tt) “Pre-CIC Termination” means the termination of a Participant’s employment without Cause, provided that both (i) the termination was made in the six (6) month period prior to a Change in Control at the request of a third party in contemplation of a Change in Control, and (ii) the Change in Control occurs. For purposes of paying an amount that is subject to Section 409A of the Code at a time that references a Pre-CIC Termination, Pre-CIC Termination shall mean Separation from Service under these circumstances

(uu) “Predecessor Plans” means (i) the Management Incentive Stock Option Plan, effective February 18, 1995, (ii) the Sprint 1997 Plan, and (iii) the Nextel Plan.

(vv) “Qualified Performance-Based Award” means any Award or portion of an Award that is intended to satisfy the requirements for “qualified performance-based compensation” under Section 162(m) of the Code.

(ww) “Restricted Stock” means shares of Common Stock granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on transfer has expired.

(xx) “Restricted Stock Unit” means an award granted or sold pursuant to Section 7 of this Plan of the right to receive shares of Common Stock or cash at the end of the Restriction Period.

(yy) “Restriction Period” means the period of time during which Restricted Stock Units are subject to restrictions, as provided in Section 7 of this Plan.

(zz) “Separation From Service” means a “separation from service” as such term is defined under Code Section 409A and the Treasury regulations issued thereunder. Except as otherwise required to comply with Code Section 409A, an employee shall be considered not to have had a Separation From Service where the level of bona fide services performed continues at a level that is at least 21 percent or more of the average level of service performed by the employee during the immediately preceding 36-month period (or if providing services for less than 36 months, such lesser period) after taking into account any services that the employee provided prior to such date or that the Company and the employee reasonably anticipate the employee may provide (whether as an employee or independent contractor) after such date.

For purposes of the determination of whether a Participant has had a “separation from service” as described under Code Section 409A and the guidance and Treasury regulations issued thereunder, the terms “Sprint Nextel,” “employer” and “service recipient” mean Sprint Nextel Corporation and any affiliate with which Sprint Nextel Corporation would be considered a single employer under Code Section 414(b) or 414(c), provided that in applying Code Sections 1563(a)(1), (2), and (3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 50 percent” is used instead of “at least 80 percent”, each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2.

(aaa) “Six-Month Payment Delay” means the required delay in payment to a Participant who is a “specified employee” of amounts subject to Section 409A that are paid upon Separation from Service, pursuant to Section 409A(a)(2)(B)(i) of the Code. When a Six-Month Delay is required, the payment date shall be not before the date which is six months after the date of Separation from Service or, if earlier, the date of the Participant’s death. The term specified employee shall have the meaning ascribed to this term under Section 409A of the Code.

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(bbb) “Spread” means the excess of the Market Value Per Share on the date when an (i) Option Right is exercised over the Option Price, or (ii) Appreciation Right is exercised over the Option Price or Base Price provided for in the related Option Right or Free-Standing Appreciation Right, respectively.

(ccc) “Sprint 1997 Plan” means the 1997 Long-Term Stock Incentive Program, effective April 15, 1997.

(ddd) “Subsidiary” means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Corporation, except that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which the Corporation owns or controls, directly or indirectly, more than 50% of the total combined voting power represented by all classes of stock issued by such corporation at the time of grant.

(eee) “Substitute Awards” means Awards that are granted in assumption of, or in substitution or exchange for, outstanding awards previously granted by an entity acquired directly or indirectly by the Corporation or with which the Corporation directly or indirectly combines.

(fff) “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right.

(ggg) “Ten Percent Stockholder” shall mean any Participant who owns more than 10% of the combined voting power of all classes of stock of the Corporation, within the meaning of Section 422 of the Code.

(hhh) “Termination Date,” for purposes of this Plan, except as may be otherwise prescribed by the Compensation Committee or an Authorized Officer in an Evidence of Award, shall mean (i) with respect to any Employee, the date on which the Employee ceases to be employed by an Employer, or (ii) with respect to any Participant who is not an Employee, the date on which such Participant’s provision of services to the Corporation or any one or more of its Subsidiaries ends.

(iii) “Voting Stock” means securities entitled to vote generally in the election of Directors.

3.  Shares Subject to this Plan.

(a) Maximum Shares Available Under Plan.

(i) Subject to adjustment as provided in Section 12 of this Plan, the maximum aggregate number of shares of Common Stock that may be issued or delivered under the Plan is 34,500,000 shares of Common Stock plus the shares of Common Stock available under the Sprint 1997 Plan as of April 15, 2007 and the Nextel Plan as of the Effective Date. Any shares of Common Stock underlying Full-Value Awards that are issued or delivered under the Plan or that are granted under any Predecessor Plan after December 31, 2006 shall be counted against the share limit described above as 2.50 shares of Common Stock for every one share of Common Stock issued or delivered in connection with such Full-Value Award, and any shares of Common Stock covered by an Award, other than a Full-Value Award, shall reduce such share limit by one share for every one share of Common Stock covered by such Award. To the extent that a share of Common Stock that was subject to a Full-Value Award that counted as 2.50 shares of Common Stock against the Plan reserve pursuant to the preceding sentence again becomes available for grant under the Plan, as set forth in Section 3(a)(ii)(A), the Plan reserve shall be credited with 2.50 shares of Common Stock, and to the extent that a share of Common Stock that underlies an Award, other than a Full-Value Award, again becomes available for grant under the Plan, as set forth in Section 3(a)(ii)(A), the Plan reserve shall be credited with one share of Common Stock. Common Stock to be issued or delivered pursuant to the Plan may be authorized and unissued shares of Common Stock, treasury shares or a combination of the foregoing.

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(ii) In addition to the shares of Common Stock authorized in Section 3(a)(i):

(A) any (1) Option Right, Appreciation Right or other Award (that is not a Full-Value Award) granted pursuant to this Plan that terminates or is forfeited without having been exercised in full, (2) Full-Value Award granted pursuant to this Plan that terminates or is forfeited, or (3) Award granted pursuant to this Plan is settled (or can be paid only) in cash, then the underlying shares of Common Stock, to the extent of any such forfeiture, termination or cash settlement, again shall be available for grant under this Plan and credited toward the Plan limit as set forth in Section 3(a)(i).

(B) any (1) option or stock appreciation right granted pursuant to the Predecessor Plans that terminates, is forfeited without having been exercised in full or is settled in cash, then the underlying shares of Common Stock, to the extent of any such forfeiture, termination or cash settlement, shall be available for grant under this Plan and credited toward the Plan limit as one share of Common Stock for every one share of Common Stock allocable to any such award, or (2) award other than an option or a stock appreciation right granted pursuant to the Predecessor Plans that terminates, is forfeited or is settled in cash, then the underlying shares of Common Stock, to the extent of any such forfeiture, termination or cash settlement, shall be available for grant under this Plan and credited toward the Plan limit as 2.50 shares of Common Stock for every one share of Common Stock allocable to any such award.

(iii) Shares of Common Stock that are tendered, whether by physical delivery or by attestation, to the Corporation by a Participant or withheld from the Award by the Corporation as full or partial payment of the exercise or purchase price of any Award or in payment of any applicable withholding for Federal, state, city, local or foreign taxes incurred in connection with the exercise, vesting or earning of any Award under the Plan or under the Predecessor Plans will not become available for future grants under the Plan. With respect to an Appreciation Right, when such Appreciation Right is exercised and settled in shares of Common Stock, the shares of Common Stock subject to such Appreciation Right shall be counted against the shares of Common Stock available for issuance under the Plan as one share of Common Stock for every one share of Common Stock subject thereto, regardless of the number of shares of Common Stock used to settle the Appreciation Right upon exercise.

(b) Life-of-Plan Limits.  Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment pursuant to Section 12 of this Plan, the aggregate number of shares of Common Stock actually issued or transferred by the Corporation upon the exercise of Incentive Stock Options shall not exceed 150,000,000.

(c) Individual Participant Limits.  Notwithstanding anything in this Section 3, or elsewhere in this Plan, to the contrary and subject to adjustment pursuant to Section 12 of this Plan:

(i) No Participant shall be granted Option Rights or Appreciation Rights or other awards granted pursuant to Section 10 of this Plan with rights which are substantially similar to Option Rights or Appreciation Rights, in the aggregate, for more than 5,000,000 shares of Common Stock during any calendar year.

(ii) For grants of Qualified Performance-Based Awards, no Participant shall be granted Restricted Stock, Restricted Stock Units, Performance Shares or other awards granted pursuant to Section 10 of this Plan with rights which are substantially similar to Performance Shares, in the aggregate, for more than 2,500,000 shares of Common Stock during any calendar year.

(iii) For grants of Qualified Performance-Based Awards, no Participant shall be granted Performance Units or other awards granted pursuant to Section 10 of this Plan with rights which are substantially similar to Performance Units, in the aggregate, for more than $7,500,000 during any calendar year.

(d) Substitute Awards.  Any Substitute Awards granted by the Corporation shall not reduce the shares of Common Stock available for Awards under the Plan and will not count against the limits specified in Section 3(c) above.

4.  Option Rights.  The Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may, from time to time and upon such terms and conditions as it or the Authorized Officer may

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determine, grant Option Rights to Participants. Each such grant will utilize any or all of the authorizations as specified in the following provisions:

(a) Each grant will specify the number of shares of Common Stock to which it pertains, subject to the limitations set forth in Section 3 of this Plan.

(b) Each Option Right will specify an Option Price per share of Common Stock, which may not be less than the Market Value Per Share on the Date of Grant. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the Option Price per share of Common Stock shall not be less than one hundred ten percent (110%) of the Market Value Per Share on the Date of Grant.

(c) Each Option Right will specify whether the Option Price will be payable (i) in cash or by check or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Corporation of shares of Common Stock owned by the Optionee for at least 6 months (or other consideration authorized pursuant to Section 4(d)) having a value at the time of exercise equal to the total Option Price, (iii) by a combination of such methods of payment and may either grant to the Participant or retain in the Compensation Committee the right to elect among the foregoing alternatives, or (iv) by such other methods as may be approved by the Compensation Committee. No fractional shares of Common Stock will be issued or accepted.

(d) To the extent permitted by law, any grant may permit deferred payment of the Option Price from the proceeds of sale through a bank or broker designated by, and on a date satisfactory to, the Corporation of some or all of the shares of Common Stock to which such exercise relates.

(e) Successive grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised.

(f) Each grant will specify the period or periods of continuous service by the Optionee with the Corporation or any Subsidiary that is necessary before the Option Rights or installments thereof will become exercisable.

(g) Any grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. Each grant may specify in respect of such Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of Option Rights that will become exercisable if performance is at or above the minimum level(s), but falls short of full achievement of the specified Management Objectives. The grant will specify that, before the exercise of such Option Rights become exercisable, the Compensation Committee must certify that the Management Objectives have been satisfied.

(h) Any grant of Option Rights may provide for the earlier exercise of such Option Rights or other modifications in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, a Change in Control, or the grant of a Substitute Award.

(i) Option Rights granted under this Plan may be (i) options, including, without limitation, Incentive Stock Options, (ii) Non-Qualified Options, or (iii) combinations of the foregoing. Incentive Stock Options may be granted only to Participants who meet the definition of “employee” under Section 3401(c) of the Code.

(j) The exercise of an Option Right will result in the cancellation on a share-for-share basis of any related Tandem Appreciation Right authorized under Section 5 of this Plan.

(k) No Option Right will be exercisable more than ten (10) years from the Date of Grant. In the case of an Incentive Stock Option granted to an employee who is a Ten Percent Stockholder, the Incentive Stock Option will not be exercisable more than five (5) years from the Date of Grant.

(l) An Option Right granted hereunder may be exercisable, in whole or in part, by written notice delivered in person, by mail or by approved electronic medium to the Treasurer of the Corporation at its principal office, or by such other means as the Treasurer or other authorized representative of the

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Corporation shall designate, specifying the number of shares of Common Stock to be purchased and accompanied by payment thereof and otherwise in accordance with the Evidence of Award pursuant to which the Option Right was granted.

(m) No grant of Option Rights will authorize the payment of dividend equivalents on the Option Right.

(n) Each grant of Option Rights will be evidenced by an Evidence of Award, which Evidence of Award will describe such Option Rights, and contain such other terms as the Compensation Committee or Authorized Officer may approve.

(o) Except as provided in an Evidence of Award, in the event of an Optionee’s termination of employment or service, any Option Rights that have not vested as of the Optionee’s Termination Date will be cancelled and immediately forfeited, without further action on the part of the Corporation or the Compensation Committee, and the Optionee will have no further rights in respect of such Option Rights.

5.  Appreciation Rights.

(a) The Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may grant (i) to any Optionee, Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any Participant, Free-Standing Appreciation Rights. All grants of Appreciation Rights will specify the number of shares of Common Stock to which the grant pertains, subject to the limitations set forth in Section 3 of this Plan.

(b) A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of the related Option Right, to receive from the Corporation an amount determined by the Compensation Committee or an Authorized Officer, which will be expressed as a percentage of the Spread on the related Option Right (not exceeding 100%) at the time of exercise. Tandem Appreciation Rights must be granted concurrently with the related Option Right.

(c) A Free-Standing Appreciation Right will be a right of the Participant to receive from the Corporation an amount determined by the Compensation Committee or an Authorized Officer, which will be expressed as a percentage of the Spread (not exceeding one hundred percent (100%)) at the time of exercise.

(d) No grant of Appreciation Rights will authorize the payment of dividend equivalents on the Appreciation Right.

(e) Each grant of Appreciation Rights will utilize any or all of the authorizations as specified in the following provisions:

(i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Corporation in cash, in shares of Common Stock or in any combination thereof and may either grant to the Participant or retain in the Compensation Committee the right to elect among those alternatives.

(ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Compensation Committee or an Authorized Officer at the Date of Grant.

(iii) Any grant may specify waiting periods before exercise and permissible exercise dates or periods.

(iv) Any grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Appreciation Rights. Each grant may specify in respect of such Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of Appreciation Rights that will become exercisable if performance is at or above the minimum level(s), but falls short of full achievement of the specified Management Objectives. The grant of such Appreciation Rights will specify that, before the exercise of such

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Appreciation Rights, the Compensation Committee must certify that the Management Objectives have been satisfied.

(v) Any grant of Appreciation Rights may provide for the earlier exercise of such Appreciation Rights or other modifications in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, a Change in Control, or the grant of a Substitute Award.

(vi) Each grant of Appreciation Rights will be evidenced by an Evidence of Award, which Evidence of Award will describe such Appreciation Rights, identify the related Option Rights (if applicable), and contain such other terms and provisions, consistent with this Plan, as the Compensation Committee or an Authorized Officer may approve.

(vii) Except as provided in an Evidence of Award, in the event of a Participant’s termination of employment or service, any of the Participant’s Appreciation Rights that have not vested as of the Participant’s Termination Date will be cancelled and immediately forfeited, without further action on the part of the Corporation or the Compensation Committee, and the Participant will have no further rights in respect of such Appreciation Rights.

(f) Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights may be exercised only at a time when the related Option Right is also exercisable (and will expire when the related Option Right would have expired) and at a time when the Spread is positive, and by surrender of the related Option Right for cancellation. Successive grants of Tandem Appreciation Rights may be made to the same Participant regardless of whether any Tandem Appreciation Rights previously granted to the Participant remain unexercised. In the case of a Tandem Appreciation Right granted in relation to an Incentive Stock Option to an employee who is a Ten Percent Stockholder on the Date of Grant, the amount payable with respect to each Tandem Appreciation Right shall be equal in value to the applicable percentage of the excess, if any, of the Market Value Per Share on the exercise date over the Base Price of the Tandem Appreciation Right, which Base Price shall not be less than 110 percent of the Market Value Per Share on the date the Tandem Appreciation Right is granted, and the Incentive Stock Option and related Tandem Appreciation Right shall not be exercisable more than five (5) years from the Date of Grant.

(g) Regarding Free-Standing Appreciation Rights only:

(i) Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price, which may not be less than the Market Value Per Share on the Date of Grant;

(ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; and

(iii) No Free-Standing Appreciation Right granted under this Plan may be exercised more than ten (10) years from the Date of Grant.

6.  Restricted Stock.  The Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may grant or sell Restricted Stock to Participants. Each such grant or sale will utilize any or all of the authorizations as specified in the following provisions:

(a) Each such grant or sale will constitute an immediate transfer of the ownership of shares of Common Stock to the Participant in consideration of the performance of services, entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

(b) Each such grant or sale may be made without additional consideration or in consideration of a payment by such Participant, as determined by the Compensation Committee or an Authorized Officer at the Date of Grant.

(c) Each such grant or sale will provide that the Restricted Stock covered by such grant or sale that vests upon the passage of time will be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, as determined by the Compensation Committee or an Authorized Officer at the

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Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture as provided in Section 6(e) below. In the case of grants that are a form of payment for earned Performance Shares or Performance Units or other awards, such grant may provide for no minimum vesting period.

(d) Each such grant or sale will provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be prohibited or restricted in the manner set forth in this Plan, and to the extent prescribed by the Compensation Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Corporation or provisions subjecting the Restricted Stock to a continuing substantial risk of forfeiture in the hands of any transferee).

(e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to such Restricted Stock. Each grant may specify in respect of such Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of shares of Restricted Stock on which restrictions will terminate if performance is at or above the minimum level(s), but falls short of full achievement of the specified Management Objectives. The grant or sale of Restricted Stock will specify that, before the termination or early termination of the restrictions applicable to such Restricted Stock, the Compensation Committee must certify that the Management Objectives have been satisfied.

(f) Any grant of Restricted Stock may provide for the earlier lapse or other modification in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, Change in Control, or the grant of a Substitute Award.

(g) Any such grant or sale of Restricted Stock may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically deferred and/or reinvested in additional shares of Restricted Stock (which may be subject to the same restrictions as the underlying Award) or be paid in cash on a deferred or contingent basis.

(h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Compensation Committee or an Authorized Officer may approve. Unless otherwise directed by the Compensation Committee, (i) all certificates representing shares of Restricted Stock will be held in custody by the Corporation until all restrictions thereon have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are registered, endorsed in blank and covering such shares of Common Stock, or (ii) all uncertificated shares of Restricted Stock will be held at the Corporation’s transfer agent in book entry form with appropriate restrictions relating to the transfer of such shares of Restricted Stock.

7.  Restricted Stock Units.  The Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may grant or sell Restricted Stock Units to Participants. Each such grant or sale will utilize any or all of the authorizations as specified in the following provisions:

(a) Each such grant or sale of Restricted Stock Units will constitute the agreement by the Corporation to deliver shares of Common Stock or cash to the Participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of Management Objectives) during the Restriction Period as the Compensation Committee or an Authorized Officer may specify. Each grant may specify in respect of such Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the number of shares of Restricted Stock Units on which restrictions will terminate if performance is at or above the minimum level(s), but falls short of full achievement of the specified Management Objectives. The grant or sale of such Restricted Stock Units will specify that, before the termination or early termination of the restrictions applicable to such Restricted Stock Units, the Compensation Committee must certify that the Management Objectives have been satisfied.

(b) Each such grant or sale of Restricted Stock Units may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value Per Share at the Date of Grant.

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(c) If the Restriction Period lapses only by the passage of time, each such grant or sale will be subject to a Restriction Period (which may include pro-rata, graded or cliff vesting over such period), as determined by the Compensation Committee or an Authorized Officer at the Date of Grant. In the case of grants that are a form of payment for earned Performance Shares or Performance Units or other awards, such grant may provide for no Restriction Period.

(d) Each such grant or sale of Restricted Stock Units may provide for the earlier lapse or other modification of such Restriction Period in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, a Change in Control, or the grant of a Substitute Award and, to the extent that any grant, sale, or Substitute Award is subject to, or determined to be subject to Section 409A of the Code, the time and form of payment shall be indicated in the Evidence of Award as upon one or more of the permissible payment events under Section 409A of the Code and as subject to the Six-Month Payment Delay, if required.

(e) During the Restriction Period, the Participant will have none of the rights of a stockholder of any shares of Common Stock with respect to such Restricted Stock Units, but the Compensation Committee may, at the Date of Grant, authorize the payment of dividend equivalents on such Restricted Stock Units on either a current, deferred or contingent basis, either in cash or in additional shares of Common Stock and, the Evidence of Award shall specify the time of payment of such dividend equivalents and indicate that such payment is subject to the Six-Month Payment Delay, if required.

(f) Each grant or sale of Restricted Stock Units will specify the time and manner of payment of Restricted Stock Units that have been earned and, that such payment is subject to the Six-Month Payment Delay, if required. Any grant or sale may specify that the amount payable with respect thereto may be paid by the Corporation in cash, in shares of Common Stock or in any combination thereof and may either grant to the Participant or retain in the Compensation Committee the right to elect among those alternatives.

(g) Each such grant or sale of Restricted Stock Units will provide that during the period for which such Restriction Period is to continue, the transferability of the Restricted Stock Units will be prohibited or restricted in the manner and to the extent prescribed by the Compensation Committee at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first refusal in the Corporation or provisions subjecting the Restricted Stock Units to a continuing substantial risk of forfeiture in the hands of any transferee).

(h) Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award and will contain such terms and provisions, consistent with this Plan, as the Compensation Committee or an Authorized Officer may approve.

(i) Except as provided in an Evidence of Award, in the event of a Participant’s termination of employment or service, any of the Participant’s Restricted Stock Units that remain subject to the Restriction Period on the Participant’s Termination Date will be cancelled and immediately forfeited without further action on the part of the Corporation or the Compensation Committee, and the Participant will have no further rights in respect of such Restricted Stock Units.

8.  Performance Shares and Performance Units.  The Compensation Committee or, in accordance with Section 11(d), an Authorized Officer may grant Performance Shares and Performance Units that will become payable to a Participant upon achievement of specified Management Objectives during the Performance Period. Each such grant will utilize any or all of the authorizations as specified in the following provisions:

(a) Each grant will specify the number of Performance Shares or Performance Units to which it pertains, which number may be subject to adjustment to reflect changes in compensation or other factors; provided, however, that no such adjustment will be made in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of the award under Section 162(m) of the Code.

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(b) The Performance Period with respect to each Performance Share or Performance Unit will be such period of time, as determined by the Compensation Committee or an Authorized Officer at the Date of Grant.

(c) Any grant of Performance Shares or Performance Units will specify Management Objectives, which, if achieved, will result in payment of the Award, and each grant may specify in respect of such specified Management Objectives a minimum acceptable level or levels of achievement and will set forth a formula for determining the number of Performance Shares or Performance Units that will be earned if performance is at or above the level(s), but falls short of full achievement of the specified Management Objectives. The grant of Performance Shares or Performance Units will specify that, before the Performance Shares or Performance Units will be earned and paid, the Compensation Committee must certify that the Management Objectives have been satisfied.

(d) Any grant of Performance Shares or Performance Units may provide for the earlier lapse or other modification in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, a Change in Control, or the grant of a Substitute Award and to the extent that any grant or Substitute Award is subject to, or determined to be subject to, Section 409A of the Code, the time and form of payment shall be indicated in the Evidence of Award as upon one or more of the permissible payment events under Section 409A of the Code and, as subject to the Six-Month Payment Delay, if required.

(e) Each grant will specify the time and manner of payment of Performance Shares or Performance Units that have been earned and, that such payment is subject to the Six-Month Delay, if required. Any grant may specify that the amount payable with respect thereto may be paid by the Corporation in cash, in shares of Common Stock, in Restricted Stock or Restricted Stock Units or in any combination thereof and may either grant to the Participant or retain in the Compensation Committee the right to elect among those alternatives; provided, however, that as applicable, the amount payable may not exceed the maximum amount payable, as may be specified by the Compensation Committee or an Authorized Officer on the Date of Grant.

(f) The Compensation Committee may provide for the payment of dividend equivalents to the holder thereof on either a current, deferred or contingent basis, either in cash or in additional shares of Common Stock. In this case, the Evidence of Award will specify, the time of payment of such dividend equivalents and, that such payment is subject to the Six-Month Delay, if required.

(g) Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of Award and will contain such other terms and provisions, consistent with this Plan, as the Compensation Committee or an Authorized Officer may approve.

(h) Except as provided in an Evidence of Award, in the event of a Participant’s termination of employment or service, any of the Participant’s Performance Shares and Performance Units that remain subject to a Performance Period on the Participant’s Termination Date will be cancelled and immediately forfeited, without further action on the part of the Corporation or the Compensation Committee, and the Participant will have no further rights in respect of such Performance Shares or Performance Units.

9.  Awards to Non-Employee Directors.  The Board may, from time to time and upon such terms and conditions as it may determine, authorize the granting to Non-Employee Directors, Option Rights, Appreciation Rights or other awards contemplated by Section 10 of this Plan and may also authorize the grant or sale of shares of Common Stock, Restricted Stock or Restricted Stock Units to Non-Employee Directors.

(a) Each grant of Option Rights awarded pursuant to this Section 9 will be upon terms and conditions consistent with Section 4 of this Plan.

(b) Each grant of Appreciation Rights pursuant to this Section 9 will be upon terms and conditions consistent with Section 5 of this Plan.

(c) Each grant or sale of Restricted Stock pursuant to this Section 9 will be upon terms and conditions consistent with Section 6 of this Plan.

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(d) Each grant or sale of Restricted Stock Units pursuant to this Section 9 will be upon terms and conditions consistent with Section 7 of this Plan.

(e) Non-Employee Directors may be granted, sold, or awarded other awards contemplated by Section 10 of this Plan.

(f) If a Non-Employee Director subsequently becomes an employee of the Corporation or a Subsidiary while remaining a member of the Board, any Award held under this Plan by such individual at the time of such commencement of employment will not be affected thereby.

(g) Non-Employee Directors, pursuant to this Section 9, may be awarded, or may be permitted to elect to receive, pursuant to procedures established by the Board or a committee of the Board, all or any portion of their annual retainer, meeting fees or other fees in shares of Common Stock, Restricted Stock, Restricted Stock Units or other Awards contemplated by Section 10 of this Plan in lieu of cash. Any such election shall comply with Section 409A of the Code, if applicable. The election, if subject to Section 409A of the Code, (i) shall apply to the annual retainer, meeting fees, or other fees earned during the period to which it pertains (the “Plan Year”), (ii) must be received in writing by the administrator of the Plan by the established enrollment deadline of any Plan Year, which must be no later than the last business day of the calendar year immediately preceding the calendar year in which that Plan Year commences, in order to cause that Plan Year’s annual retainer, meeting fees, or other fees to be subject to the provision of this Plan, and (iii) must specify the form of distribution (in shares of Common Stock, Restricted Stock, Restricted Stock Units, or other Awards contemplated by Section 10 of the Plan in lieu of cash) to the Non-Employee Director. Any such election is irrevocable on the last day set by the administrator for making elections.

(h) Non-Employee Directors may under policies approved from time to time by the Board or a committee of the Board, elect to defer their annual retainer, meeting fees or other fees and, in which case, the shares of Common Stock purchased under Section 9(g) will be payable to a trust. The election: (i) shall apply to the annual retainer and fees earned during the period to which it pertains (the “Plan Year”) and shall specify the applicable percentage of such annual retainer and fees that such Non-Employee Director wishes to direct to the trust, (ii) must be received in writing by the administrator of the Plan by the established enrollment deadline of any Plan Year which must be no later than the last business day of the calendar year immediately preceding the calendar year in which that Plan Year commences, in order to cause that Plan Year’s annual retainer and fees to be subject to the provisions of this Plan, and (iii) must specify the time and manner of the distribution of the shares of Common Stock to the Non-Employee Director. Any such election is irrevocable on the last day set by the administrator for making elections. The shares of Common Stock covered by this election will be issued in the name of the trustee of the trust for the benefit of the Non-Employee Director; provided, however, that each Non-Employee Director shall be entitled to vote the shares of Common Stock. The trustee shall retain all dividends (which shall be reinvested in shares of Common Stock) and other distributions paid or made with respect thereto in the trust, and all dividends and other distributions will be paid in accordance with the election applicable to the underlying annual retainer and fees. The shares of Common Stock credited to the account of an Non-Employee Director shall remain subject to the claims of the Corporation’s creditors, and the interests of the Non-Employee Director in the trust may not be sold, hypothecated or transferred (including, without limitation, transferred by gift or donation) while such shares of Common Stock are held in the trust.

(i) Notwithstanding anything in Section 5, 6 or 7 to the contrary, each grant pursuant to this Section 9 may specify the period or periods of continuous service, if any, by the Non-Employee Director with the Corporation that are necessary before such awards or installments thereof shall become fully exercisable or restrictions thereon will lapse, which shall be determined on the Date of Grant.

10.  Other Awards.

(a) The Compensation Committee or an Authorized Officer may, subject to limitations under applicable law, authorize grants or sales to any Participant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, (i) shares of Common Stock or factors that may influence the value of such shares, including, without limitation, convertible or exchangeable debt securities,

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other rights convertible or exchangeable into shares of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Corporation or specified Subsidiaries, affiliates or other business units thereof or any other factors designated by the Compensation Committee, and awards valued by reference to the book value of shares of Common Stock or the value of securities of, or the performance of specified Subsidiaries or affiliates or other business units of, the Corporation, (ii) cash, or (iii) any combination of the foregoing. The Compensation Committee or an Authorized Officer shall determine the terms and conditions of such awards, which may include the achievement of Management Objectives, which may specify in respect of such Management Objectives a minimum acceptable level or levels of achievement and may set forth a formula for determining the portion or all of the award on which restrictions will terminate if performance is at or above the minimum level(s), but falls short of full achievement of the specified Management Objectives. The grant or sale of such award will specify that, before the termination or early termination of the restrictions applicable to such award, the Compensation Committee must certify that the Management Objectives have been satisfied. Shares of Common Stock delivered pursuant to an award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, shares of Common Stock, other awards, notes or other property, as the Compensation Committee shall determine.

(b) Each grant may specify the period or periods of continuous service, if any, by the Participant with the Corporation or any Subsidiary that are necessary before such awards or installments thereof shall become fully transferable, which shall be determined by the Compensation Committee or an Authorized Officer on the Date of Grant.

(c) Each grant may provide for the earlier termination of the period or periods of continuous service or other modifications in the event of termination without Cause, resignation for Good Reason, Normal Retirement, termination due to death or Disability of the Participant, a Change in Control, or the grant of a Substitute Award and, to the extent that any grant or Substitute Award is subject to, or determined to be subject to, Section 409A of the Code, the time and form of payment shall be indicated in the Evidence of Award as upon one or more of the permissible payment events under Section 409A of the Code and, as subject to the Six-Month Payment Delay, if required.

(d) The Compensation Committee may authorize grants or sales of shares of Common Stock as a bonus, or may grant other awards in lieu of obligations of the Corporation or a Subsidiary to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the Compensation Committee.

(e) Each grant or sale pursuant to this Section 10 may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value Per Share on the Date of Grant; provided, however, that with respect to a payment of an award that is substantially similar to an Option Right, no such payment shall be less than Market Value Per Share on the Date of Grant.

11.  Administration of this Plan.

(a) This Plan will be administered by the Compensation Committee. The Board or the Compensation Committee, as applicable, may from time to time delegate all or any part of its authority under this Plan to any other committee of the Board or subcommittee thereof consisting exclusively of not less than two or more members of the Board, each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act, an “outside director” within the meaning of Section 162(m) of the Code and an “independent director” within the meaning of the rules of the New York Stock Exchange, as constituted from time to time. To the extent of any such delegation, references in this Plan to the Board or the Compensation Committee, as applicable, will be deemed to be references to such committee or subcommittee.

(b) The interpretation and construction by the Compensation Committee of any provision of this Plan or of any agreement, notification or document evidencing the grant of an Award, and any determination by the Compensation Committee pursuant to any provision of this Plan or of any such agreement, notification or document will be final and conclusive.

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(c) To the extent permitted by applicable law, the Board or the Compensation Committee, as applicable, may, from time to time, delegate to one or more of its members or to one or more officers of the Corporation, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable, and the Board, the Compensation Committee, the committee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Board or the Compensation Committee, the committee or such person may have under this Plan.

(d) To the extent permitted by applicable law, the Compensation Committee may, by resolution, authorize one or more Executive Officers of the Corporation (each, an “Authorized Officer”), including the Chief Executive Officer of the Corporation, to do one or both of the following on the same basis as the Compensation Committee: (i) designate Participants to be recipients of Awards under this Plan, (ii) determine the size of any such Awards; provided, however, that (A) the Compensation Committee shall not delegate such responsibilities to any Executive Officer for Awards granted to a Participant who is an Executive Officer, a Director, or a more than 10% beneficial owner of any class of the Corporation’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act, and (B) the resolution providing for such authorization sets forth the total number of shares of Common Stock the Authorized Officer(s) may grant, and (iii) the Authorized Officer(s) shall report periodically to the Compensation Committee, as the case may be, regarding the nature and scope of the Awards granted pursuant to the authority delegated. In no event shall any such delegation of authority be permitted with respect to Awards to any Executive Officer or any person subject to Section 162(m) of the Code.

12.  Adjustments.  The Board shall make or provide for such adjustments in the numbers of shares of Common Stock covered by outstanding Option Rights, Appreciation Rights, Restricted Stock Units, Performance Shares, Performance Units and, if applicable, in the number of shares of Common Stock covered by other awards granted pursuant to Section 10 hereof, in the Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, and in the kind of shares covered thereby, as is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (i) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation, or (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing; however, in the event of any such transaction or event, any adjustments shall be in compliance with or maintain exemption from Section 409A of the Code. Such adjustments shall be made automatically, without the necessity of Board action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in shares of Common Stock; however, any adjustment shall be in compliance with or maintain exemption from Section 409A of the Code. Moreover, in the event of any such transaction or event specified in this Section 12, the Board, in its discretion, and subject to ensuring compliance with or exemption from Section 409A of the Code, may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration (including cash), if any, as it may determine, in good faith, to be equitable in the circumstances and may require in connection therewith the surrender of all Awards so replaced. The Board also shall make or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as is appropriate to reflect any transaction or event described in this Section 12; provided, however, that any such adjustment to the number specified in Section 3(b) will be made only if and to the extent that such adjustment would not cause any Option Right intended to qualify as an Incentive Stock Option to fail so to qualify.

13.  Change in Control.

(a) Except as otherwise provided in an Evidence of Award or by the Compensation Committee at the Date of Grant, to the extent outstanding Awards granted under this Plan are not assumed, converted or replaced by the resulting entity in the event of a Change in Control, all outstanding Awards that may be exercised shall become fully exercisable, all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable, and any specified Management Objectives with respect to outstanding Awards shall be deemed to be satisfied at target. If the Award is considered a “deferral of compensation” (as such term is defined under Code Section 409A), and if the failure of the Award to be assumed, converted or replaced by the resulting entity

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following the Change in Control would result in a payment of deferred compensation upon the closing of such Change in Control, except as otherwise provided in an Evidence of Award, the payment will occur within 30 days after the Change in Control, provided that such Change in Control may be treated as a change in ownership of the Corporation, a change in the effective control of the Corporation or a change in the effective ownership of a substantial portion of the Corporation’s assets as described in Treasury regulations issued under Code Section 409A (each a “Code Section 409A Change in Control”).

(b) Except as otherwise provided in an Evidence of Award or by the Compensation Committee, to the extent outstanding Awards granted under this Plan are assumed, converted or replaced by the resulting entity in the event of a Change in Control, any outstanding Awards that are subject to Management Objectives shall be converted by the resulting entity, as if target performance had been achieved as of the date of the Change in Control, and each award of: (i) Performance Shares or Performance Units shall continue to vest during the remaining Performance Period, (ii) Restricted Stock shall continue to be subject to a “substantial risk of forfeiture” for the remaining applicable period, (iii) Restricted Stock Units shall continue to vest during the Restriction Period, and (iv) all other Awards shall continue to vest during the applicable vesting period, if any.

(c) Except as otherwise provided in an Evidence of Award or by the Compensation Committee, to the extent outstanding Awards granted under this Plan are either assumed, converted or replaced by the resulting entity in the event of a Change in Control, if a Participant’s service is terminated without Cause by the Corporation, any of its Subsidiaries or the resulting entity or a Participant resigns his or her employment with an Employer for Good Reason, in either case, during the CIC Severance Protection Period, all outstanding Awards held by the Participant that may be exercised shall become fully exercisable and all restrictions with respect to outstanding Awards shall lapse and become vested and non-forfeitable.

(d) Notwithstanding any other provision of the Plan, in the event of a Change in Control, the Board in its discretion, may provide for the cancellation of each outstanding and unexercised Option Right or Appreciation Right in exchange for a cash payment to be made within 60 days of the Change in Control in an amount equal to the amount by which the highest price per share of Common Stock paid for a share of Common Stock in the Change in Control exceeds the Option Price or Base Price, as applicable, multiplied by the number of shares of Common Stock granted under the Option Right or Appreciation Right.

(e) Notwithstanding any provision of this Plan to the contrary, to the extent an Award shall be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of a Change in Control and such Change in Control is not a Code Section 409A Change in Control, then even though such Award may be deemed to be vested or restrictions lapse, expire or terminate upon the occurrence of the Change in Control or any other provision of this Plan, payment will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to the Participant on the earliest of: (i) the Participant’s Separation from Service with the Corporation; provided, however, that if the Participant is a “specified employee” (within the meaning of Section 409A of the Code), the payment date shall be the date that is six (6) months after the date of the Participant’s Separation from Service with the Employer, (ii) the date payment otherwise would have been made in the absence of any provisions in this Plan to the contrary (provided such date is permissible under Section 409A of the Code), or (iii) the Participant’s death.

(f) Unless otherwise provided in a Participant’s employment agreement, if any, between the Participant and an Employer or any other arrangement with the Corporation or any of its Subsidiaries to which the Participant is a party or participant, if the acceleration of exercisability under this Section 13, together with all other payments or benefits contingent on the Change in Control within the meaning of Section 280G of the Code, results in any portion of such payments or benefits not being deductible by the Corporation as a result of the application of Section 280G of the Code, the payments or benefits shall be reduced until the entire amount of the payments or benefits is deductible. The reduction shall be effected from Awards made under this Plan by the exclusion, first, of Awards, or portions thereof, that are not permitted to be valued under Treasury Regulation section 1.280G-1, Q&A 24(c), or any successor provision, and, second, of Awards, or portions thereof, that are permitted to be valued under Treasury Regulation section 1.280G-1, Q&A 24(c).

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14.  Detrimental Activity.

(a) Any Evidence of Award may provide that if the Board or the Compensation Committee determines a Participant has engaged in any Detrimental Activity, either during service with the Corporation or a Subsidiary or within a specified period after termination of such service, then, promptly upon receiving notice of the Board’s finding, the Participant shall:

(i) forfeit that Award to the extent then held by the Participant;

(ii) in exchange for payment by the Corporation or the Subsidiary of any amount actually paid therefor by the Participant, return to the Corporation or the Subsidiary, all shares of Common Stock that the Participant has not disposed of that had been acquired pursuant to that Award;

(iii) with respect to any shares of Common Stock acquired pursuant to that Award that were disposed of, pay to the Corporation or the Subsidiary, in cash, the difference between:

(A) any amount actually paid by the Participant, and

(B) the Market Value Per Share of the shares of Common Stock on the date acquired; and

(iv) pay to the Corporation or the Subsidiary in cash the Spread, with respect to any Option Rights or Appreciation Rights exercised where no shares of Common Stock were retained by the Participant upon such exercise.

(b) To the extent that such amounts are not paid to the Corporation or the Subsidiary, the Corporation may seek other remedies, including a set off of the amounts so payable to it against any amounts that may be owing from time to time by the Corporation or a Subsidiary to the Participant for any reason, including, without limitation, wages, deferred compensation or vacation pay. To the extent that any set off under this section of the Plan causes the Participant to become subject to taxes under Section 409A of the Code, the responsibility for payment of such taxes lies solely with the Participant.

15.  Non-U.S. Participants.  In order to facilitate the making of any grant or combination of grants under this Plan, the Board or the Compensation Committee may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Corporation or any Subsidiary outside of the United States of America or who provide services to the Corporation or any Subsidiary under an agreement with a foreign nation or agency, as the Board or the Compensation Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Compensation Committee may approve such supplements to or amendments, restatements or alternative versions of this Plan (including, without limitation, sub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary of the Board or other appropriate officer of the Corporation may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, will include any provisions that are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Corporation.

16.  Transferability.

(a) Except as otherwise determined by the Board or the Compensation Committee pursuant to the provisions of Section 16(c), no Award or dividend equivalents paid with respect to Awards made under this Plan shall be transferable by the Participant except by will or the laws of descent and distribution, and may be otherwise transferred in a manner that protects the interest of the Corporation as the Board or the Compensation Committee may determine; provided, that if so determined by the Compensation Committee, each Participant may, in a manner established by the Board or the Compensation Committee, designate a beneficiary to exercise the rights of the Participant with respect to any Award upon the death of the Participant and to receive shares of Common Stock or other property issued upon such exercise.

(b) The Compensation Committee or an Authorized Officer may specify at the Date of Grant that part or all of the shares of Common Stock that are (i) to be issued or transferred by the Corporation upon the exercise

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of Option Rights or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted Stock Units or upon payment under any grant of Performance Shares or Performance Units or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, will be subject to further restrictions on transfer.

(c) Notwithstanding Section 16(a), the Board or the Compensation Committee may determine that Awards (other than Incentive Stock Options) may be transferable by a Participant, without payment of consideration therefor by the transferee, only to any one or more family members (as defined in the General Instructions to Form S-8 under the Securities Act of 1933) of the Participant; provided, however, that (i) no such transfer shall be effective unless reasonable prior notice thereof is delivered to the Corporation and such transfer is thereafter effected in accordance with any terms and conditions that shall have been made applicable thereto by the Board or the Compensation Committee, and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Participant.

17.  Withholding Taxes.  To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Corporation for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Corporation for payment of the balance of such taxes required to be withheld, which arrangements (in the discretion of the Compensation Committee) may include relinquishment of a portion of such benefit. If a Participant’s benefit is to be received in the form of shares of Common Stock, and such Participant fails to make arrangements for the payment of tax, the Corporation shall withhold such shares of Common Stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when a Participant is required to pay the Corporation an amount required to be withheld under applicable income and employment tax laws, the Participant may elect to satisfy the obligation, in whole or in part, by electing to have withheld, from the shares required to be delivered to the Participant, shares of Common Stock having a value equal to the amount required to be withheld (except in the case of Restricted Stock where an election under Section 83(b) of the Code has been made), or by delivering to the Corporation other shares of Common Stock held by such Participant. In no event shall the Market Value Per Share of the shares of Common Stock to be withheld pursuant to this section to satisfy applicable withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact. Participants shall also make such arrangements as the Corporation may require for the payment of any withholding tax obligation that may arise in connection with the disposition of shares of Common Stock acquired upon the exercise of Option Rights.

18.  Compliance with Section 409A of the Code.

(a) To the extent applicable, it is intended that this Plan and any grants made hereunder are exempt from Section 409A of the Code or are structured in a manner that would not cause a Participant to be subject to taxes and interest pursuant to Section 409A of the Code. This Plan and any grants made hereunder shall be administrated in a manner consistent with this intent, and any provision that would cause this Plan or any grant made hereunder to become subject to taxation under Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Corporation without the consent of Participants).

(b) In order to determine for purposes of Section 409A of the Code whether a Participant is employed by a member of the Corporation’s controlled group of corporations under Section 414(b) of the Code (or by a member of a group of trades or businesses under common control with the Corporation under Section 414(c) of the Code) and, therefore, whether the shares of Common Stock that are or have been purchased by or awarded under this Plan to the Participant are shares of “service recipient” stock within the meaning of Section 409A of the Code:

(i) In applying Code Section 1563(a)(1), (2) and (3) for purposes of determining the Corporation’s controlled group under Section 414(b) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1), (2) and (3); and

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(ii) In applying Treasury Regulation Section 1.414(c)-2 for purposes of determining trades or businesses under common control with the Corporation for purposes of Section 414(c) of the Code, the language “at least 50 percent” is to be used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2.

19.  Effective Date and Term of Plan.

(a) This Plan will be effective as of the Effective Date. No grant will be made under this Plan more than ten (10) years after the date on which this Plan is first approved by the stockholders of the Corporation, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of this Plan.

(b) Upon the Effective Date, no further grants of awards are permitted under the Predecessor Plans. All awards under the Predecessor Plans that remain outstanding shall be administered and paid in accordance with the provisions of the applicable Predecessor Plan and award agreement.

20.  Amendments and Termination.

(a) The Board may at any time and from time to time, to the extent permitted by Section 409A of the Code, amend, suspend or terminate this Plan in whole or in part; provided, however, that if an amendment to this Plan (i) would materially increase the benefits accruing to Participants under this Plan, (ii) would materially increase the number of securities which may be issued under this Plan, (iii) would materially modify the requirements for participation in this Plan, or (iv) must otherwise be approved by the stockholders of the Corporation in order to comply with applicable law or the rules of the New York Stock Exchange or, if the shares of Common Stock are not traded on the New York Stock Exchange, the principal national securities exchange upon which the shares of Common Stock are traded or quoted, then, such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained.

(b) Termination of this Plan will not affect the rights of Participants or their successors under any Awards outstanding hereunder and not exercised in full on the date of termination.

(c) The Board or the Compensation Committee will not, without the further approval of the stockholders of the Corporation, authorize the amendment of any outstanding Option Right or Appreciation Right to reduce the Option Price or Base Price, respectively. No Option Right or Appreciation Right will be cancelled and replaced with awards having a lower Option Price or Base Price, respectively, or for another award, or for cash without further approval of the stockholders of the Corporation, except as provided in Section 12. Furthermore, no Option Right or Appreciation Right will provide for the payment, at the time of exercise, of a cash bonus or grant of Option Rights, Appreciation Rights, Performance Shares, Performance Units, or grant or sale of Restricted Stock, Restricted Stock Units or other awards pursuant to Section 10 of this Plan, without further approval of the stockholders of the Corporation. Except for the Option Exchange Program as specifically described below, this Section 20(c) is intended to prohibit the repricing of “underwater” Option Rights or Appreciation Rights without stockholder approval and will not be construed to prohibit the adjustments provided for in Section 12 of this Plan.

Stock Option Exchange Program.  Notwithstanding any other provision of the Plan to the contrary, including but not limited to the foregoing paragraph, the Corporation, by action of the Compensation Committee, may effect an option exchange program (the Option Exchange Program”), to be commenced through an option exchange offer in 2010. Under any option exchange offer, Eligible Employees would be offered the opportunity to exchange Eligible Options (the “Surrendered Option”) for new Options (the “New Options”) as follows:

(1) each New Option shall have a “value” (determined in accordance with a generally accepted valuation method as of a date prior to the commencement of any exchange offer) substantially equal to the value of the Surrendered Option;

(2) the Compensation Committee shall determine exchange ratios for the Option Exchange Program consistent with the foregoing pursuant to which each New Option shall represent the right to purchase fewer Option Shares than the Option Shares underlying the Surrendered Option, and the per share

23

exercise price of each New Option shall be not less than the fair market value of a share of Common Stock on the date of issuance of the New Option;

(3) each Surrendered Option shall be exchanged for a New Option with 50% vesting upon each of one and two years, and an expiration date seven years, after the grant date.

Eligible Employees means employees of the Corporation other than its “named executive officers” and Eligible Options means any Option other than a New Option where, as of the date specified by the terms of the exchange offer (which date shall be not more than ten business days prior to any exchange offer), the per share exercise price of such Option is greater than the higher of (a) the then-current 52-week high per share trading price of our Common Stock and (b) 150% of the then-current per share trading price of our Common Stock. Subject to the foregoing, the Compensation Committee shall be permitted to determine additional terms, restrictions or requirements relating to the Option Exchange Program.

(d) If permitted by Section 409A of the Code, in case of termination of service by reason of death, Disability or Normal Retirement, or in the case of unforeseeable emergency or other special circumstances, of a Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or any shares of Restricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction Period has not been completed, or any Performance Shares or Performance Units which have not been fully earned, or any other awards made pursuant to Section 10 subject to any vesting schedule or transfer restriction, or who holds shares of Common Stock subject to any transfer restriction imposed pursuant to Section 16 of this Plan, the Compensation Committee may, in its sole discretion, accelerate the time at which such Option Right, Appreciation Right or other award may be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Restriction Period will end or the time at which such Performance Shares or Performance Units will be deemed to have been fully earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of the Award under Section 162(m) of the Code.

(e) Subject to Section 20(c) hereof, the Compensation Committee may amend the terms of any Award theretofore granted under this Plan prospectively or retroactively, except in the case of a Qualified Performance-Based Award where such action would result in the loss of the otherwise available exemption of such Award under Section 162(m) of the Code. In such case, the Compensation Committee will not make any modification of the Management Objectives or the level or levels of achievement with respect to such Qualified Performance-Based Award. Subject to Section 12 above, no amendment shall materially impair the rights of any Participant without his or her consent.

21.  Substitute Awards for Awards Granted by Other Entities.  Substitute Awards may be granted under this Plan for grants or awards held by employees of a company or entity who become employees of the Corporation or a Subsidiary as a result of the acquisition, merger or consolidation of the employer company by or with the Corporation or a Subsidiary. Except as otherwise provided by applicable law and notwithstanding anything in the Plan to the contrary, the terms, provisions and benefits of the Substitute Awards so granted may vary from those set forth in or required or authorized by this Plan to such extent as the Compensation Committee at the time of the grant may deem appropriate to conform, in whole or part, to the terms, provisions and benefits of grants or awards in substitution for which they are granted.

22.  Governing Law.  This Plan and all grants and Awards and actions taken thereunder shall be governed by and construed in accordance with the internal substantive laws of the State of Kansas.

23.  Miscellaneous Provisions.

(a) The Corporation will not be required to issue any fractional shares of Common Stock pursuant to this Plan. The Board or the Compensation Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

24

(b) This Plan will not confer upon any Participant any right with respect to continuance of employment or other service with the Corporation or any Subsidiary, nor will it interfere in any way with any right the Corporation or any Subsidiary would otherwise have to terminate such Participant’s employment or other service at any time.

(c) To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be null and void with respect to such Option Right. Such provision, however, will remain in effect for other Option Rights and there will be no further effect on any provision of this Plan.

(d) The Compensation Committee or an Authorized Officer may provide for termination of an Award in the case of termination of employment or service of a Participant or any other reason; provided, however, that all Awards of a Participant will be immediately forfeited and cancelled to the extent the Participant’s employment or service has been terminated for Cause, and the Participant will have no further rights in respect of such Awards.

(e) No Award under this Plan may be exercised by the holder thereof if such exercise, and the receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the Compensation Committee, contrary to law or the regulations of any duly constituted authority having jurisdiction over this Plan.

(f) Except as required by Section 409A of the Code in connection with a Separation from Service, absence on leave approved by a duly constituted officer of the Corporation or any of its Subsidiaries shall not be considered interruption or termination of service of any employee for any purposes of this Plan or Awards granted hereunder, except that no Awards may be granted to an employee while he or she is absent on leave.

(g) Except as specifically provided in Section 9(h), no Participant shall have any rights as a stockholder with respect to any shares of Common Stock subject to Awards granted to him or her under this Plan prior to the date as of which he or she is actually recorded as the holder of such shares upon the stock records of the Corporation.

(h) The Compensation Committee may condition the grant of any Award or combination of Awards authorized under this Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Corporation or a Subsidiary to the Participant.

(i) Except with respect to Option Rights and Appreciation Rights, the Compensation Committee may permit Participants to elect to defer the issuance of shares of Common Stock or the settlement of Awards in cash under this Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. The Compensation Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or interest on the deferral amounts. All elections and deferrals permitted under this provision shall comply with Section 409A of the Code, including setting forth the time and manner of the election (including a compliant time and form of payment), the date on which the election is irrevocable, and whether the election can be changed until the date it is irrevocable.

(j) Any Award granted under the terms of this Plan may specify in the Evidence of Award that the Participant is subject to restrictive covenants including, but not limited to, covenants not to compete and covenants not to solicit, unless otherwise determined by the Compensation Committee.

(k) Participants shall provide the Corporation with a completed, written election form setting forth the name and contact information of the person who will have beneficial ownership rights of Awards made to the Participant under this Plan upon the death of the Participant.

(l) If any provision of this Plan is or becomes invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or any Award under any law deemed applicable by the Board or the Compensation Committee, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Board or the Compensation Committee, it shall be stricken and the remainder of this Plan shall remain in full force and effect.

25

EX-99.D.2

Exhibit (d)(2)
SAMPLE

Stock Option Award Agreement
Under the Stock Option Exchange Program

Throughout this Award Agreement we sometimes refer to Sprint Nextel Corporation and its subsidiaries as “we” or “us.”

1.  Award of Option Right

On [date], 2010 (the “Date of Grant”), the Compensation Committee of the Board of Directors of Sprint Nextel (the “Compensation Committee”) granted you, pursuant to the Sprint Nextel Corporation Stock Option Exchange Program (the “Program”), an Option Right to purchase from us the number shares shown above of Series 1 common stock, par value $2.00 per share of Sprint Nextel (the “Common Stock”) at an Option Price of $[amount] per share. By tendering for exchange under the Program a previously granted stock option (the “Surrendered Option”), you irrevocably agreed to the Company’s cancellation of the Surrendered Option in exchange for the grant of this Option Right.

This Option Right is governed by the terms of the Sprint Nextel Corporation 2007 Omnibus Incentive Plan (the “Plan”) and is subject to the terms and conditions described in this Award Agreement. The Option Right is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986 (the “Code”).

2.  When the Option Right Becomes Exercisable

Your Option Right becomes exercisable (or “vested”) at a rate of 50% of the total number of shares subject to purchase on each of June [date], 2011 and June [date], 2012, conditioned upon you continuously serving as our employee through each applicable vesting date. The portion of your Option Right that has not vested as of your Termination Date will be forfeited as of such date, unless vesting accelerates as described in paragraph 3 below. Termination Date means the last day you are classified on our payroll records as a common-law employee, even if a court, administrative agency or other person or entity determines you remain a common law employee thereafter.

3.  Acceleration of Vesting

The unvested portion of your Option Right may become vested before the time at which it would normally become vested by the passage of time — that is, the vesting may accelerate. Accelerated vesting can apply in the four circumstances described below.

Event	Condition for Acceleration	Effective Date of Acceleration
Death	If you die	Death
Disability	If you have a termination of employment under circumstances that would make you eligible for benefits under our long-term disability plan	Your Termination Date
Involuntary Termination without Cause or Resignation with Good Reason	If you have an Involuntary Termination without Cause, or you resign with Good Reason, subject to your execution of a release as described under Section 9(b) of your employment agreement	Your Termination Date
Normal Retirement	If your Termination Date is on or after	Your Termination Date
	•   The first anniversary of the Date of Grant, and
	•   Your 65th birthday

CIC Severance Plan means the Sprint Nextel Corporation Change in Control Plan, as it may be amended from time to time, or any successor plan.

Stock Option Exchange Option Replacement Award Agreement — Nextel

CIC Severance Protection Period means the time period commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the 18-month anniversary of such date and (ii) the Participant’s death.

Sprint Nextel Separation Plan means the Sprint Nextel Separation Plan as it may be amended from time to time or any successor plan.

4.  Exercise of Option Right

To the extent it has vested, you may exercise your Option Right under this Award in whole or in part at the time or times as permitted by the Plan if the Option Right has not otherwise expired, been forfeited or terminated. To exercise you must:

•  deliver a written election under procedures we establish (including by approved electronic medium) and

•  pay the Option Price.

You may pay the Option Price by

•  check or by wire transfer of immediately available funds,

•  actual or constructive transfer of shares of Common Stock you have owned for at least six months having a market value on the Exercise Date equal to the total Option Price, or

•  any combination of cash, shares of Common Stock and other consideration as the Compensation Committee may permit.

If you pay the Option Price by delivery of funds or shares of Common Stock, the value per share for purposes of determining your taxable income from such an exercise will be the Market Value Per Share of the Common Stock on the immediately preceding trading day before the exercise except that we will use the average of the high and low prices on that date in lieu of the closing price.

To the extent permitted by law, you may pay the Option Price from the proceeds of a sale through a broker we designate. The Market Value Per Share for purposes of determining your taxable income from such an exercise will be the actual price at which the broker sold the shares.

5.  Expiration of Option Right

Unless terminated earlier in accordance with the terms of this Award Agreement or the Plan, the Option Right granted herein will expire at 4:00 P.M., U.S. Eastern Time, on the seventh anniversary of the Grant Date (the “Expiration Date”). If the seventh anniversary of the Grant Date, however, is a Saturday, Sunday or any other day on which the market on which our Common Stock trades is closed (a “Non-Business Day”), then the Expiration Date will occur at 4:00 P.M., U.S. Eastern Time, on the first business day before the seventh anniversary of the Grant Date.

2

Stock Option Exchange Option Replacement Award Agreement — Nextel

6.  Effect of your Termination of Employment

The length of time you have to exercise your vested Option Right after your termination of employment with us depends on the reason for your termination. The table below describes the post-termination exercise period for the various termination reasons. The Option Right will expire as of the end of the applicable period. In no event, however, may you exercise your Option Right after the Expiration Date.

Termination Event	Time to Exercise Vested Options
Resignation	May exercise up through the 90th day after your Termination Date
Death*	May exercise up through the 12th month after your Termination Date
Disability — if you have a termination of employment under circumstances that would make you eligible for benefits under the company’s long-term disability plan*	May exercise up through 60 months after your Termination Date
Early Retirement (i.e., on your Termination Date you would be eligible to commence early or special early retirement benefits under the Sprint Retirement Pension Plan whether or not you are a participant in that plan)	May exercise up through 60 months after your Termination Date
Normal Retirement (i.e., your Termination Date is on or after your 65th birthday)*	May exercise up through 60 months after your Termination Date
Involuntary Termination without Cause or Resignation for Good Reason*	May exercise up to 12 months after your last day worked
For Cause	Forfeited as of Termination Date

* See paragraph 3 for rules regarding acceleration of vesting.

If the last day to exercise under the schedule described in the table above is a Non-Business Day, then you must exercise no later than the previous business day.

You are solely responsible for managing the exercise of your Option Award in order to avoid inadvertent expiration.

7.  Transfer of your Option Right and Designation of Beneficiaries

Your Option Right represents a contract between Sprint Nextel and you, and your rights under the contract are not assignable to any other party during your lifetime. Upon your death, your Option Right may be exercised in accordance with the terms of the Award by any beneficiary you name in a beneficiary designation or, if you make no designation, by your estate.

8.  Plan Terms

All capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the same meaning as those terms have in the Plan. The terms of the Plan are hereby incorporated by this reference. The Plan is available on line at http://iconnect.corp.sprint.com/portal/iland/?dochome=iw&docpath=IntranetDirectory/LandingPage/20080 605165010367056#LTI.

9.  Adjustment

In the event of any change in the number or kind of outstanding shares of our Common Stock by reason of a recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares or any other change in our corporate structure or shares of our Common Stock, an appropriate adjustment will be made consistent with applicable provisions of the Code and applicable Treasury

3

Stock Option Exchange Option Replacement Award Agreement — Nextel

Department rulings and regulations in the number and kind of shares subject to outstanding Awards and any other adjustments as the Board deems appropriate.

10.  Amendment; Discretionary Nature of Plan

This Award Agreement is subject to the terms of the Plan, as may be amended from time to time, except that the Award which is the subject of this Award Agreement may not be materially impaired by any amendment or termination of the Plan approved after the Date of Grant without your written consent. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Option Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Option Awards, other types of grants under the Plan, or benefits in lieu of such grants in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of shares underlying the Option Award granted, and vesting provisions.

11.  Data Privacy

By entering into this agreement, you (i) authorize us, and any agent of ours administering the Plan or providing Plan recordkeeping services, to disclose to us or our subsidiaries such information and data as we or our subsidiaries request in order to facilitate the grant of the Option Right and the administration of the Plan; (ii) waive any data privacy rights you may have with respect to such information; and (iii) authorize us to store and transmit such information in electronic form.

12.  Governing Law

This Award Agreement will be governed by the laws of the State of Kansas. No shares of Common Stock will be delivered upon the exercise of the Option Right unless counsel for the Company is satisfied that such delivery will be in compliance with all applicable laws.

13.  Severability

The various provisions of this Award Agreement are severable, and any determination of invalidity or unenforceability of any one provision shall have no effect on the remaining provisions.

14.  Entire Agreement

As stated in the Offer to Exchange, by tendering the Surrendered option for exchange under the Program, you irrevocably agreed, upon the Company’s acceptance of the Surrendered option in the Program, that you (a) acknowledge receiving a copy of the Plan and represent that you are familiar with and understand all provision of the Plan, the Plan Information Statement dated June 2010 (the “Information Statement”) and this Agreement; (b) voluntarily and knowingly accept this Agreement and the Option granted to you under it subject to all provision of the Plan and this Agreement, and (c) represent that you understand that acceptance of this Agreement through the on-line system, if applicable, carried the same legal significance as of you manually signed the Agreement.

4

Stock Option Exchange Option Replacement Award Agreement — Nextel

To the extent not inconsistent with the provisions of this Award Agreement, the terms of the Information Statement and the Plan are hereby incorporated by reference. This Award Agreement, along with the Information Statement and the Plan, contain the entire understanding of the parties.

Sprint Nextel Corporation

By: 

This document constitutes part of a prospectus covering securities that have been registered under
the Securities Act of 1933

5

EX-99.D.3

Exhibit (d)(3)
SAMPLE

Stock Option Award Agreement
Under the Stock Option Exchange Program

Throughout this Award Agreement we sometimes refer to Sprint Nextel Corporation and its subsidiaries as “we” or “us.”

1.  Award of Option Right

On [date], 2010 (the “Date of Grant”), the Compensation Committee of the Board of Directors of Sprint Nextel (the “Compensation Committee”) granted you, pursuant to the Sprint Nextel Corporation Stock Option Exchange Program (the “Program”), an Option Right to purchase from us the number shares shown above of Series 1 common stock, par value $2.00 per share of Sprint Nextel (the “Common Stock”) at an Option Price of $[amount] per share. By tendering for exchange under the Program a previously granted stock option (the “Surrendered Option”), you irrevocably agreed to the Company’s cancellation of the Surrendered Option in exchange for the grant of this Option Right.

This Option Right is governed by the terms of the Sprint Nextel Corporation 2007 Omnibus Incentive Plan (the “Plan”) and is subject to the terms and conditions described in this Award Agreement. The Option Right is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986 (the “Code”).

2.  When the Option Right Becomes Exercisable

Your Option Right becomes exercisable (or “vested”) at a rate of 50% of the total number of shares subject to purchase on each of June [date], 2011 and June [date], 2012, conditioned upon you continuously serving as our employee through each applicable vesting date. The portion of your Option Right that has not vested as of your Termination Date will be forfeited as of such date, unless vesting accelerates as described in paragraph 3 below. Termination Date means the last day you are classified on our payroll records as a common-law employee, even if a court, administrative agency or other person or entity determines you remain a common law employee thereafter.

3.  Acceleration of Vesting

The unvested portion of your Option Right may become vested before the time at which it would normally become vested by the passage of time — that is, the vesting may accelerate. Accelerated vesting can apply in the four circumstances described below.

Event	Condition for Acceleration	Effective Date of Acceleration
Death	If you die	Death
Disability	If you have a termination of employment under circumstances that would make you eligible for benefits under our long-term disability plan	Your Termination Date
Involuntary Termination without Cause or Resignation with Good Reason	If you have an Involuntary Termination without Cause, or you resign with Good Reason, subject to your execution of a release as described under Section 9(b) of your employment agreement	Your Termination Date
Normal Retirement	If your Termination Date is on or after	Your Termination Date
	•   The first anniversary of the Date of Grant, and
	•   Your 65th birthday

CIC Severance Plan means the Sprint Nextel Corporation Change in Control Plan, as it may be amended from time to time, or any successor plan.

Stock Option Exchange Option Replacement Award Agreement

CIC Severance Protection Period means the time period commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the 18-month anniversary of such date and (ii) the Participant’s death.

Sprint Nextel Separation Plan means the Sprint Nextel Separation Plan as it may be amended from time to time or any successor plan.

4.  Exercise of Option Right

To the extent it has vested, you may exercise your Option Right under this Award in whole or in part at the time or times as permitted by the Plan if the Option Right has not otherwise expired, been forfeited or terminated. To exercise you must:

•  deliver a written election under procedures we establish (including by approved electronic medium) and

•  pay the Option Price.

You may pay the Option Price by

•  check or by wire transfer of immediately available funds,

•  actual or constructive transfer of shares of Common Stock you have owned for at least six months having a market value on the Exercise Date equal to the total Option Price, or

•  any combination of cash, shares of Common Stock and other consideration as the Compensation Committee may permit.

If you pay the Option Price by delivery of funds or shares of Common Stock, the value per share for purposes of determining your taxable income from such an exercise will be the Market Value Per Share of the Common Stock on the immediately preceding trading day before the exercise except that we will use the average of the high and low prices on that date in lieu of the closing price.

To the extent permitted by law, you may pay the Option Price from the proceeds of a sale through a broker we designate. The Market Value Per Share for purposes of determining your taxable income from such an exercise will be the actual price at which the broker sold the shares.

5.  Expiration of Option Right

Unless terminated earlier in accordance with the terms of this Award Agreement or the Plan, the Option Right granted herein will expire at 4:00 P.M., U.S. Eastern Time, on the seventh anniversary of the Grant Date (the “Expiration Date”). If the seventh anniversary of the Grant Date, however, is a Saturday, Sunday or any other day on which the market on which our Common Stock trades is closed (a “Non-Business Day”), then the Expiration Date will occur at 4:00 P.M., U.S. Eastern Time, on the first business day before the seventh anniversary of the Grant Date.

2

Stock Option Exchange Option Replacement Award Agreement

6.  Effect of your Termination of Employment

The length of time you have to exercise your vested Option Right after your termination of employment with us depends on the reason for your termination. The table below describes the post-termination exercise period for the various termination reasons. The Option Right will expire as of the end of the applicable period. In no event, however, may you exercise your Option Right after the Expiration Date.

Termination Event	Time to Exercise Vested Options
Resignation	May exercise up through the 90th day after your Termination Date
Death*	May exercise up through the 12th month after your Termination Date
Disability — if you have a termination of employment under circumstances that would make you eligible for benefits under the company’s long-term disability plan*	May exercise up through 60 months after your Termination Date
Early Retirement (i.e., on your Termination Date you would be eligible to commence early or special early retirement benefits under the Sprint Retirement Pension Plan whether or not you are a participant in that plan)	May exercise up through 60 months after your Termination Date
Normal Retirement (i.e., your Termination Date is on or after your 65th birthday)*	May exercise up through 60 months after your Termination Date
Involuntary Termination without Cause or Resignation for Good Reason*	May exercise up to 12 months after your last day worked
For Cause	Forfeited as of Termination Date

* See paragraph 3 for rules regarding acceleration of vesting.

If the last day to exercise under the schedule described in the table above is a Non-Business Day, then you must exercise no later than the previous business day.

You are solely responsible for managing the exercise of your Option Award in order to avoid inadvertent expiration.

7.  Transfer of your Option Right and Designation of Beneficiaries

Your Option Right represents a contract between Sprint Nextel and you, and your rights under the contract are not assignable to any other party during your lifetime. Upon your death, your Option Right may be exercised in accordance with the terms of the Award by any beneficiary you name in a beneficiary designation or, if you make no designation, by your estate.

8.  Plan Terms

All capitalized terms used in this Award Agreement that are not defined in this Award Agreement have the same meaning as those terms have in the Plan. The terms of the Plan are hereby incorporated by this reference. The Plan is available on line at http://iconnect.corp.sprint.com/portal/iland/?dochome=iw&docpath=IntranetDirectory/LandingPage/20080 605165010367056#LTI.

9.  Adjustment

In the event of any change in the number or kind of outstanding shares of our Common Stock by reason of a recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares or any other change in our corporate structure or shares of our Common Stock, an appropriate adjustment will be made consistent with applicable provisions of the Code and applicable Treasury

3

Stock Option Exchange Option Replacement Award Agreement

Department rulings and regulations in the number and kind of shares subject to outstanding Awards and any other adjustments as the Board deems appropriate.

10.  Amendment; Discretionary Nature of Plan

This Award Agreement is subject to the terms of the Plan, as may be amended from time to time, except that the Award which is the subject of this Award Agreement may not be materially impaired by any amendment or termination of the Plan approved after the Date of Grant without your written consent. You acknowledge and agree that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of the Option Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of Option Awards, other types of grants under the Plan, or benefits in lieu of such grants in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of any grant, the number of shares underlying the Option Award granted, and vesting provisions.

11.  Data Privacy

By entering into this agreement, you (i) authorize us, and any agent of ours administering the Plan or providing Plan recordkeeping services, to disclose to us or our subsidiaries such information and data as we or our subsidiaries request in order to facilitate the grant of the Option Right and the administration of the Plan; (ii) waive any data privacy rights you may have with respect to such information; and (iii) authorize us to store and transmit such information in electronic form.

12.  Governing Law

This Award Agreement will be governed by the laws of the State of Kansas. No shares of Common Stock will be delivered upon the exercise of the Option Right unless counsel for the Company is satisfied that such delivery will be in compliance with all applicable laws.

13.  Severability

The various provisions of this Award Agreement are severable, and any determination of invalidity or unenforceability of any one provision shall have no effect on the remaining provisions.

14.  Entire Agreement

As stated in the Offer to Exchange, by tendering the Surrendered option for exchange under the Program, you irrevocably agreed, upon the Company’s acceptance of the Surrendered option in the Program, that you (a) acknowledge receiving a copy of the Plan and represent that you are familiar with and understand all provision of the Plan, the Plan Information Statement dated June 2010 (the “Information Statement”) and this Agreement; (b) voluntarily and knowingly accept this Agreement and the Option granted to you under it subject to all provision of the Plan and this Agreement, and (c) represent that you understand that acceptance of this Agreement through the on-line system, if applicable, carried the same legal significance as of you manually signed the Agreement.

4

Stock Option Exchange Option Replacement Award Agreement

To the extent not inconsistent with the provisions of this Award Agreement, the terms of the Information Statement and the Plan are hereby incorporated by reference. This Award Agreement, along with the Information Statement and the Plan, contain the entire understanding of the parties.

Sprint Nextel Corporation

By: 

This document constitutes part of a prospectus covering securities that have been registered under
the Securities Act of 1933

5