8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-K

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                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) December 17, 2007

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                            SPRINT NEXTEL CORPORATION
             (Exact name of Registrant as specified in its charter)

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         Kansas                       1-04721                 48-0457967
(State of Incorporation)     (Commission File Number)      (I.R.S. Employer
                                                          Identification No.)

    2001 Edmund Halley Drive, Reston, Virginia             20191
     (Address of principal executive offices)            (Zip Code)


        Registrant's telephone number, including area code (703) 433-4000

          (Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange
      Act (17 CFR 240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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

On December 18, 2007, Sprint Nextel Corporation ("Sprint Nextel") announced that
Daniel R. Hesse, 54, has been elected as a director and appointed President and
Chief  Executive  Officer of Sprint  Nextel  effective  December  17,  2007 (the
"Effective  Date").  The press release is filed as Exhibit 99.1 to this Form 8-K
and is incorporated by reference herein.

From May 2006 to the Effective Date, Mr. Hesse served as Chairman, President and
Chief Executive Officer of Embarq Corporation. From June 2005 to May 2006, he
served as Chief Executive Officer of Sprint Nextel's local telecommunications
division. From March 2000 to June 2004, he served as Chairman, President and
Chief Executive Officer of Terabeam Corp., a Seattle-based communications
company. From 1997 until 2000, he served as President and Chief Executive
Officer of AT&T Wireless Services, a division of AT&T.

In connection with Embarq's agreement to release any claims that it may have
against Sprint Nextel or Mr. Hesse with respect to Mr. Hesse's covenant not to
compete with Embarq, Sprint Nextel and Embarq have agreed to resolve an
arbitration proceeding related to the spin-off of Embarq, extend by three years
the period of time that Embarq has limited rights with respect to certain Sprint
Nextel patents, extend for one year certain pricing terms for voice wireless
services provided by Sprint Nextel for resale by Embarq, lease terms related to
ongoing negotiations for office space located in Overland Park to Embarq, and to
refrain from soliciting or hiring for employment certain employees of Embarq,
none of which will have a material impact on Sprint Nextel's financial position
or results of operations.

On December 17, 2007, Sprint Nextel entered into an employment agreement with
Mr. Hesse (the "Agreement") with an initial term of 36 months. Under the terms
of the Agreement, Mr. Hesse will join Sprint Nextel on the Effective Date. The
Agreement provides for the following annual compensation:

o        an annual base salary of $1,200,000;

o        participation in Sprint Nextel's short-term incentive compensation
         plan, with a targeted opportunity for 2008 equal to 170% of his annual
         base salary, and a maximum award equal to 200% of his targeted
         opportunity; and

o        participation in Sprint Nextel's long-term incentive compensation plan,
         with a targeted opportunity for 2008 valued at $10,000,000, in the form
         of equity and/or cash-based awards as determined for other senior
         executives.

The Agreement states that Sprint Nextel will provide Mr. Hesse with following
sign-on compensation:

o        a $2,650,000 cash sign-on bonus;

o        an option to purchase 3,275,000 shares of Sprint Nextel common stock
         ("Sign-On Option Award"), the exercise price will be the market value
         per share on the date of grant with respect to one million underlying
         shares of the Sign-On Option Award, 120% of the market value per share
         on the date of grant with respect to one million underlying shares of
         the Sign-On Option Award, and 140% of the market value per share on the
         date of grant with respect to the remaining underlying shares of the
         Sign-On Option Award, all of which shall vest in equal annual
         installments on each of the first three anniversaries of the date of
         grant; and

o        an award of RSUs with an aggregate value of $10,000,000 ("Sign-On RSU
         Award"), which award shall vest in equal annual installments on each of
         the first three anniversaries of the date of grant, with Mr. Hesse
         being entitled to receive the shares underlying any vested portion of
         the RSU seven months following his termination of employment with
         Sprint Nextel.

Under the Agreement, in the event that Mr. Hesse's employment is terminated by
Sprint Nextel without cause (as defined in the Agreement), or Mr. Hesse
terminates his employment for good reason (as defined in the Agreement), other
than in connection with a change in control of Sprint Nextel:

o        he will continue to receive his base salary for 24 months;

o        he will receive a pro rata payment under the then-applicable short-term
         incentive plan with respect to the portion of the fiscal year through
         the date of termination of his employment;

o        he will receive, with respect to the 24-month period following the date
         of termination of his employment, payments under the then-existing
         terms of the short-term incentive plan equal to the lesser of his
         targeted opportunity as of the date of termination of his employment
         and the payout determined by the Sprint Nextel Human Capital and
         Compensation Committee based on actual performance of Sprint Nextel
         compared to the targeted objectives under the plan;

o        he will be entitled to continue to participate in certain benefit
         plans; and

o        the vesting of any unvested portion of the Sign-On Option Award will
         accelerate and the restrictions with respect to any unvested portion of
         the Sign-On RSU Award will lapse.

Upon Mr. Hesse's death, the vesting of any unvested portion of the Sign-On
Option Award will accelerate and the restrictions with respect to any unvested
portion of the Sign-On RSU Award will lapse.

In the event of Mr. Hesse's disability, he will continue to receive his base
salary for the longer of 12 months or the applicable period under the Sprint
Nextel long-term disability plan (reduced by any amounts paid under the plan),
he will be entitled to continue to participate in certain benefit plans, and the
vesting of any unvested portion of the Sign-On Option Award will accelerate and
the



restrictions with respect to any unvested portion of the Sign-On RSU Award
will lapse.

If, in connection with a change in control of Sprint Nextel, Mr. Hesse's
employment is terminated without cause or Mr. Hesse terminates his employment
for good reason during the 18-month period following a change in control
(subject to certain exceptions), he is entitled to severance compensation and
benefits pursuant to the terms of our Change in Control Severance Plan. In
addition, pursuant to the terms of the Sign-On Option Award and Sign-On RSU
Award, if (a) Mr. Hesse's employment is terminated without cause or Mr. Hesse
terminates his employment for good reason in connection with a change in control
of Sprint Nextel, or (b) to the extent that these awards are not assumed,
converted or replaced with equivalent value awards by the entity resulting from
a change in control of Sprint Nextel, the vesting of any unvested portion of the
Sign-On Option Award will accelerate and the restrictions with respect to any
unvested portion of the Sign-On RSU Award will lapse.

For the 24-month period following the termination of Mr. Hesse's employment, he
has agreed not to compete with Sprint Nextel or solicit employees or customers
of Sprint Nextel. If Mr. Hesse breaches any of these obligations, he would
forfeit his right to any severance payments and benefit to which he otherwise
would be entitled.

The Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by
reference herein.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:

Exhibit No.         Description

10.1                Employment Agreement, dated December 17, 2007,
                    between Daniel R. Hesse and Sprint Nextel Corporation.

99.1                Press Release Announcing Mr. Hesse's Appointment as
                    President and Chief Executive Officer



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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                             SPRINT NEXTEL CORPORATION



Date: December 19, 2007                      /s/ Richard A. Montfort
                                             -----------------------
                                       By:   Richard A. Montfort
                                             Assistant Secretary




                                  EXHIBIT INDEX


Number         Exhibit

  10.1         Employment Agreement, dated December 17, 2007, between
               Daniel R. Hesse and Sprint Nextel Corporation.

  99.1         Press Release Announcing Mr. Hesse's Appointment as President
               and Chief Executive Officer

EX-10

                                                                   Exhibit 10.1

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
on December 17, 2007 (the "Effective Date"), by and between Sprint Nextel
Corporation, a Kansas corporation (the "Company") on behalf of itself and any of
its subsidiaries, affiliates and related entities, and Daniel R. Hesse (the
"Executive") (the Company and the Executive, collectively, the "Parties," and
each, a "Party"). Certain capitalized terms are defined in Section 30.

                                   WITNESSETH:

         WHEREAS, the Company desires to employ Executive as President and Chief
Executive Officer and the Executive desires to accept such employment;

         WHEREAS, the Executive and the Company desire to enter into this
Agreement; and

         NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements set forth herein and for other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the Company and
the Executive agree as follows:

     1. Employment.

     (a) The  Company  will  employ the  Executive,  and the  Executive  will be
employed by the Company upon the terms and conditions set forth herein.

     (b) The employment relationship between the Company and the Executive shall
be governed by the general  employment  policies  and  practices of the Company,
including without  limitation,  those relating to the Company's Code of Conduct,
confidential information and avoidance of conflicts,  except that when the terms
of this  Agreement  differ from or are in conflict  with the  Company's  general
employment policies or practices, this Agreement shall control.

     2. Term. Subject to termination under Section 9, the Executive's employment
shall be for an initial term of 36 months  commencing on the Effective  Date and
shall continue through the third anniversary of the Effective Date (the "Initial
Employment  Term").  At the  end of the  Initial  Employment  Term  and on  each
succeeding  anniversary  of the  Effective  Date,  the  Employment  Term will be
automatically  extended by an  additional 12 months  (each,  a "Renewal  Term"),
unless not less than 12 months prior to the end of the Initial  Employment  Term
or any Renewal  Term,  either the  Executive  or the Company has given the other
written notice (in  accordance  with Section 20) of  non-renewal.  The Executive
shall  provide  the  Company  with  written  notice of his  intent to  terminate
employment with the Company at least 30 days prior to the effective date of such
termination.

      3.  Position and Duties of the Executive.

     (a) The Executive shall serve as the President and Chief Executive  Officer
of the  Company and shall have such duties and  authority  consistent  with such
position as shall be



determined  from  time to time by the Board of  Directors  of the  Company  (the
"Board") and as is customary  for the position of chief  executive  officer of a
company of the size and nature of the  business  of the  Company,  and agrees to
serve as an officer of any  enterprise  and/or  agrees to be an  employee of any
Subsidiary as may be reasonably requested from time to time by the Board, or any
committee of the Board. In such capacity, the Executive shall report only to the
Board,  shall be the highest  ranking  senior  officer of the  Company,  and all
employees of the Company shall report, directly or indirectly, to the Executive.
The Company will appoint the  Executive to the Board on the  Effective  Date and
thereafter  will  nominate  him  for  election  to the  Board  by the  Company's
shareholders at future annual shareholders' meetings.

     (b) During the  Employment  Term, the Executive  shall,  except as may from
time to time be otherwise agreed to in writing by the Company, during reasonable
vacations (as set forth in Section 7 hereof) and authorized  leave and except as
may from time to time  otherwise be permitted  pursuant to Section 3(c),  devote
his best efforts,  full attention and energies during his normal working time to
the business of the Company, to any duties as may be delineated in the Company's
Bylaws for the Executive's  position and title and such other related duties and
responsibilities as may from time to time be reasonably prescribed by the Board,
or any  committee  of the Board,  in each  case,  within  the  framework  of the
Company's policies and objectives.

     (c) During the Employment  Term,  and provided that such  activities do not
contravene  the  provisions  of Section 3(a) or Sections 10, 11, 12 or 13 hereof
and,  provided  further,  the Executive does not engage in any other substantial
business activity for gain, profit or other pecuniary advantage which materially
interferes  with the  performance  of his duties  hereunder,  the  Executive may
participate  in any  governmental,  educational,  charitable or other  community
affairs and, subject to the prior approval of the Board serve as a member of the
governing  board of any such  organization  or any private or public  for-profit
company.  The Executive may retain all fees and other compensation from any such
service, and the Company shall not reduce his compensation by the amount of such
fees.

     4.  Compensation.

     (a) Base Salary.  During the Employment  Term, the Company shall pay to the
Executive an annual base salary of $1,200,000  (the "Base  Salary"),  which Base
Salary  shall be  payable  at the times and in the  manner  consistent  with the
Company's  general  policies  regarding  compensation  of the  Company's  senior
executives.  The Base Salary will be reviewed  periodically by the  Compensation
Committee and may be increased (but not decreased,  except for  across-the-board
reductions generally applicable to the Company's senior executives) from time to
time in the Compensation Committee's sole discretion.

     (b) Incentive  Compensation.  The Executive will be eligible to participate
in any short-term and long-term incentive compensation plans, annual bonus plans
and such other  management  incentive  programs or  arrangements  of the Company
approved  by the Board that are  generally  available  to the  Company's  senior
executives,  including,  but not limited  to, the STIP and the LTSIP.  Incentive
compensation  shall be paid in accordance  with the terms and  conditions of the
applicable plans, programs and arrangements.

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          (i)  Annual  Performance  Bonus.   During  the  Employment  Term,  the
     Executive  shall  be  entitled  to  participate  in  the  STIP,  with  such
     opportunities  as may be  determined by the  Compensation  Committee in its
     sole discretion ("Target Bonuses");  provided,  however, that for the bonus
     year ending  December 31, 2008 and thereafter  during the Employment  Term,
     the Executive  will  participate  at an annual Target Bonus  opportunity of
     170% of his Base Salary,  (as may be increased,  but not decreased,  except
     for  across-the-board  reductions  generally  applicable  to the  Company's
     senior  executives),  and the  Executive  shall be entitled to receive full
     payment of any award under the STIP up to a maximum annual bonus of 200% of
     his Target Bonus, determined pursuant to the STIP (a "Bonus Award").

          (ii) Long-Term  Performance  Bonus.  During the  Employment  Term, the
     Executive  shall  be  entitled  to  participate  in  the  LTSIP  with  such
     opportunities,  if any, as may be determined by the Compensation  Committee
     ("LTSIP  Target  Award   Opportunities");   provided,   however,  that  the
     Executive's  initial LTSIP Target Award  Opportunity  for 2008 will be at a
     value of $10 million,  which shall be granted in the form of equity  and/or
     cash-based awards based on the Company's  practices under the LTSIP for its
     senior executives.

          (iii)  Incentive  bonuses,  if  earned,  shall be paid when  incentive
     compensation  is  customarily  paid to the Company's  senior  executives in
     accordance   with  the  terms  of  the   applicable   plans,   programs  or
     arrangements.

          (iv) Pursuant to the Company's  applicable incentive or bonus plans as
     in effect from time to time, the Executive's incentive  compensation during
     the term of this Agreement may be determined according to criteria intended
     to qualify as  performance-based  compensation  under Section 162(m) of the
     Code.

     (c) Equity Compensation.  The Executive shall be eligible to participate in
such equity incentive  compensation  plans and programs as the Company generally
provides  to its senior  executives,  including,  but not limited to, the LTSIP.
During  the  Employment  Term,  the  Compensation  Committee  may,  in its  sole
discretion,  grant equity awards to the Executive, which would be subject to the
terms of the award agreements  evidencing such grants and the applicable plan or
program.

     (d) Sign-on Compensation.

          (i)  Sign-On  Cash  Bonus  Award.  Not  later  than 15 days  after the
     Effective Date, the Company shall pay to the Executive a cash sign-on bonus
     in the amount of $2,650,000.

          (ii) Sign-On  Option  Award.  On the Effective  Date the  Compensation
     Committee  will  grant to the  Executive  an option to  purchase  3,275,000
     shares of the Company's  Common Stock under the LTSIP (the "Sign-On  Option
     Award").  The  Sign-On  Option  Award  will be  subject  to the  terms  and
     conditions  of the  option  agreement  attached  hereto as  Exhibit A. With
     respect to 1 million shares underlying the Sign-On Option Award, the Option
     Price will equal the Market Value Per Share on the Date of Grant (each term
     as defined in the LTSIP).  With respect to 1 million shares

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     underlying the Sign-On Option Award, the Option Price will equal the Market
     Value Per Share on the Date of Grant  (each term as defined in the  LTSIP).
     With respect to 1 million shares  underlying the Sign-On Option Award,  the
     Option  Price will equal 120% of the Market  Value Per Share on the Date of
     Grant.  With respect to the remaining  1.275 million shares  underlying the
     Sign-On Option Award,  the Option Price will equal 140% of the Market Value
     Per Share on the Date of Grant.  Subject to the terms and conditions of the
     option agreement evidencing such grant, the Sign-On Option Award shall vest
     in equal annual  installments on each of the first three  anniversaries  of
     the Date of Grant; provided, however, that to the extent the Sign-On Option
     Award is not assumed, converted or replaced with equivalent value awards by
     the resulting entity in the event of a Change in Control (as defined in the
     LTSIP),  the Sign-On Option Award shall  immediately  vest and become fully
     exercisable.   Except  as  otherwise  provided  in  the  Executive's  award
     agreement  evidencing  the Sign-On  Option Award,  the Sign-on Option Award
     will be governed by provisions of the LTSIP.

          (iii)  Sign-On  RSU  Award.  On the  Effective  Date the  Compensation
     Committee will grant to the Executive  restricted stock units (the "Sign-On
     RSU  Award").  The  Sign-On  RSU  Award  will be  subject  to the terms and
     conditions of the  restricted  stock unit agreement  evidencing  such grant
     attached  as  Exhibit  A. The  Sign-On  RSU  Award  will be  granted  at an
     aggregate  value of $10 million  based on the Market Value Per Share on the
     Date of Grant  (each  term as defined in the LTSIP) and shall vest in equal
     annual installments on each of the first three anniversaries of the Date of
     Grant;  provided,  however, that to the extent the Sign-On RSU Award is not
     assumed,  converted  or  replaced  with  equivalent  value  awards  by  the
     resulting  entity in the event of a Change in  Control  (as  defined in the
     LTSIP),  all  restrictions  with  respect  to any  unvested  portion of the
     Sign-On  RSU Award shall  immediately  lapse and the Sign-On RSU Award will
     become  vested and  nonforfeitable.  Except as  otherwise  provided  in the
     Executive's  award agreement  evidencing the Sign-On RSU Award, the Sign-On
     RSU Award will be governed by  provisions  of the LTSIP.  After the Sign-On
     RSU Award vests, the RSUs will remain outstanding and the Executive will be
     entitled to delivery of the shares  underlying the vested Sign-On RSU Award
     on the first  business day of the seventh month  following the  Executive's
     termination of employment. On each date that the Company pays a dividend on
     the Common Stock  underlying  the Sign-On RSU Award to the extent it is not
     vested,  the  unvested  Sign-On RSU Award will accrue  additional  whole or
     fractional  RSUs equal to the number of shares of Common Stock the dividend
     would buy at the Market Value Per Share on the dividend payment date. These
     additional  RSUs will vest and be subject to  delivery  at the same time as
     the shares  originally  payable under the Sign-On RSU Award.  To the extent
     the  Sign-On  RSU Award is  vested,  on each date that the  Company  pays a
     dividend on the Common Stock,  the Executive will receive an amount of cash
     equal to the  dividends  on the  number of  shares  underlying  the  vested
     Sign-On RSU Award in cash.

     5.  Benefits.

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     (a) During the  Employment  Term,  the Company shall make  available to the
Executive,  subject  to  the  terms  and  conditions  of the  applicable  plans,
participation   for  the   Executive  and  his  eligible   dependents   in:  (i)
Company-sponsored  group health, major medical,  dental, vision, life insurance,
pension and profit  sharing,  401(k) and employee  benefit  plans,  programs and
arrangements (the "Employee Plans") and such other usual and customary  benefits
in which senior  executives of the Company  participate  from time to time,  and
(ii) such fringe  benefits and  perquisites  as may be made  available to senior
executives  of the  Company  as a group.  The  Executive  shall be  entitled  to
indemnification  on terms and  conditions  no less  favorable  than  those  made
available generally to the senior officers as such indemnification  arrangements
shall be in effect from time to time

     (b) The  Executive  acknowledges  that the  Company  may change its benefit
programs from time to time which may result in certain  benefit  programs  being
amended or terminated for its senior executives generally.

     6.  Expenses.  The  Company  shall  pay  or  reimburse  the  Executive  for
reasonable  and  necessary  business  expenses  incurred  by  the  Executive  in
connection  with his  duties on behalf of the  Company  in  accordance  with the
Company's Enterprise Financial  Services--Employee Travel and Expense Policy, as
may be amended  from time to time,  or any  successor  policy,  plan  program or
arrangement  thereto and any other of its expense policies  applicable to senior
executives   of  the  Company,   following   submission   by  the  Executive  of
reimbursement expense forms in a form consistent with such expense policies. Any
reimbursement  or  provision  of in-kind  benefits  made during the  Executive's
lifetime  pursuant  to the terms of this  Section 6 shall be made not later than
December 31st of the year  following the year in which the Executive  incurs the
expense;  provided,  however,  that in no event will the amount of  expenses  so
reimbursed,  or in-kind benefits provided, by the Company in one year affect the
amount of  expenses  eligible  for  reimbursement,  or  in-kind  benefits  to be
provided, in any other taxable year. Each provision of reimbursement of expenses
or in-kind  benefit  pursuant to this  Section 6 shall be  considered a separate
payment and not one of a series of payments  for purposes of Section 409A of the
Code.

     7. Vacation.  In addition to such holidays,  sick leave, personal leave and
other paid leave as is allowed under the Company's policies applicable to senior
executives  generally,  the Executive  shall be entitled to  participate  in the
Company's  vacation  policy at a minimum of four (4) weeks vacation per calendar
year, in accordance  with the Company's  policy  generally  applicable to senior
executives.

     8. Place of Performance.  If the Company relocates the Executive's place of
work more than 50 miles  from his place of work  prior to such  relocation,  the
Executive  shall  relocate to a residence  within (a) 50 miles of such relocated
executive  offices or (b) such total miles that does not exceed the total number
of miles the Executive  commuted to his place of work prior to relocation of the
Executive's  place of work. To the extent the Executive  relocates his residence
as provided in this Section 8, the Company will pay or reimburse the Executive's
relocation   expenses  in  accordance  with  the  Company's   relocation  policy
applicable  to senior  executives.  Any  reimbursement  or  provision of in-kind
benefits  made  during the  Executive's  lifetime  pursuant to the terms of this
Section 8 shall be made not later than December  31st of the year  following the
year in which the Executive  incurs the expense.  In no event will the amount of

                                       5



expenses so reimbursed, or in-kind benefits provided, by the Company in one year
affect the amount of expenses eligible for reimbursement, or in-kind benefits to
be provided,  in any other  taxable year.  Each  provision of  reimbursement  of
expenses or in-kind  benefit  pursuant to this  Section 8 shall be  considered a
separate  payment  and not one of a series of payments  for  purposes of Section
409A of the Code.

     9. Termination.

     (a)  Termination  by the Company for Cause or  Resignation by the Executive
Without Good Reason. If, during the Employment Term, the Executive's  employment
is terminated by the Company for Cause, or if the Executive resigns without Good
Reason,  the  Executive  shall not be  eligible  to  receive  Base  Salary or to
participate  in any Employee Plans with respect to future periods after the date
of such  termination or resignation  except for the right to receive accrued but
unpaid  cash  compensation  and  vested  benefits  under  any  Employee  Plan in
accordance with the terms of such Employee Plan and applicable law.

     (b)  Termination  by  the  Company  Without  Cause  or  Resignation  by the
Executive for Good Reason outside of the CIC Severance  Protection  Period.  If,
during the  Employment  Term,  the  Executive's  employment is terminated by the
Company  without Cause or the Executive  terminates  for Good Reason prior to or
following expiration of the CIC Severance Protection Period, the Executive shall
be  entitled to receive  from the  Company:  (1) the  Executive's  accrued,  but
unpaid,  Base Salary through the date of  termination of employment,  payable in
accordance with the Company's normal payroll practices, and (2) conditioned upon
the  Executive  delivering  to  the  Company  a  release  in a  form  reasonably
satisfactory to the Company (the "Release")  within 21 days after termination of
the  Executive's  employment,  with all  periods  for  revocation  expired  (the
"Release  Effective Date"),  in full satisfaction of the Executive's  rights and
any benefits the Executive  might be entitled to under the  Separation  Plan and
this Agreement,  unless  otherwise  specified,  during the Payment  Period,  the
Executive shall be entitled to:

          (i)  receive  from the  Company  periodic  payments  equal to his Base
     Salary in effect prior to the termination of his employment, which payments
     shall be paid to the Executive in equal installments on the regular payroll
     dates under the Company's payroll practices  applicable to the Executive at
     the time of termination  for the duration of the Payment  Period,  and each
     such  payment  shall  be a  separate  payment  and not one of a  series  of
     payments for purposes of Section 409A of the Code;

          (ii) (A) receive a pro rata payment of the Bonus Award for the portion
     of the  Company's  fiscal  year  prior  to the date of  termination  of his
     employment;  (B) receive a pro rata  payment of the Capped  Bonus Award for
     the portion of the Company's  fiscal year following the date of termination
     of his  employment;  (C) receive for the next  fiscal  year  following  the
     fiscal year during which termination of his employment  occurs,  the Capped
     Bonus  Award;  and (D) receive  payment of a pro rata portion of the Capped
     Bonus Award for the second year  following the fiscal year during which the
     Executive's  employment  terminates (for purposes of this Section 9(b)(ii),
     any pro rata  payment  shall be  determined  based on the

                                       6




     methodology  for  determining  pro rated awards  under the STIP,  each such
     payment shall be payable in accordance  with the provisions of the STIP and
     each such payment shall be regarded as a separate  payment and not one of a
     series of payments  for  purposes of Section  409A of the Code);  provided,
     however,  that to the extent the  Executive's  employment is terminated for
     Good  Reason  due  to a  reduction  of the  Executive's  Target  Bonus,  in
     accordance with Section  29(x)(ii),  the  Executive's  Target Bonus for the
     purposes of this Section  9(b)(ii)  shall be the  Executive's  Target Bonus
     immediately prior to such reduction;

          (iii) continued  participation  in the Company's group health plans at
     then-existing  participation  and coverage  levels for the number of months
     equal  to the  period  of  continuation  coverage  the  Executive  would be
     entitled to  pursuant  to Section  4980B of the Code,  in  accordance  with
     Section  409A of the Code,  comparable  to the terms in effect from time to
     time for the Company's  senior  executives,  including any  co-payment  and
     premium payment  requirements and the Company shall deduct for each payment
     payable to the  Executive  pursuant to Section  9(b)(i),  the amount of any
     employee contributions necessary to maintain such coverage for such period,
     except that subject to Section  9(b)(iv),  (A) following  such period,  the
     Executive shall retain any rights to continue  coverage under the Company's
     group health plans under the benefits  continuation  provisions pursuant to
     Section 4980B of the Code by paying the applicable  premiums of such plans;
     (B) the  Executive  shall no longer be  eligible  to receive  the  benefits
     otherwise receivable pursuant to this Section 9(b)(iii) as of the date that
     the Executive  becomes eligible to receive  comparable  benefits from a new
     employer; and (C) the Company will not provide for cash in lieu of benefits
     under this Section 9(b)(iii);

          (iv)  continued  participation  at the  Executive's  sole  cost in the
     Company's group health plans at  then-existing  participation  and coverage
     levels  for the  six-month  period  following  the  period of  continuation
     coverage the  Executive  would be entitled to, if any,  pursuant to Section
     9(b)(iii) above, in accordance with Section 409A of the Code, comparable to
     the terms in effect from time to time for the Company's senior  executives,
     but only to the extent that the Executive makes a payment to the Company in
     an amount  equal to the monthly  premium  payments  (both the  employee and
     employer  portions)  required to maintain  such  comparable  coverage on or
     before  the  first day of each  calendar  month  commencing  with the first
     calendar month of the six-month period following the period of continuation
     coverage  specified in Section  9(b)(iii),  and the Company shall reimburse
     the Executive,  in accordance  with the terms of Section 6 hereof,  for the
     amount of such  premiums,  if any, in excess of any employee  contributions
     necessary  to maintain  such  coverage  and each  payment  pursuant to this
     Section  9(b)(iv) shall be regarded as a separate  payment and not one of a
     series of payments  for  purposes  of Code  Section  409A,  except that (A)
     following  such period,  the Executive  shall retain any rights to continue
     coverage  under  the  Company's  group  health  plans  under  the  benefits
     continuation provisions pursuant to Section 4980B of the Code by paying the
     applicable  premiums of such plans;  (B) the  Executive  shall no longer be
     eligible  to receive

                                       7


     the benefits otherwise  receivable  pursuant to this Section 9(b)(iv) as of
     the date that the Executive becomes eligible to receive comparable benefits
     from a new employer;  and (C) the Company will not provide for cash in lieu
     of benefits under this Section 9(b)(iv);

          (v) continued  participation in the Company's  employee life insurance
     plans at  then-existing  participation  and  coverage  levels for 24 months
     following  the Release  Effective  Date,  comparable to the terms in effect
     from  time to time  for the  Company's  senior  executives,  including  any
     co-payment and premium  payment  requirements  and the Company shall deduct
     for each payment payable to the Executive pursuant to Section 9(b)(i),  the
     amount of any employee  contributions  necessary to maintain  such coverage
     for such period,  except that (A) the Executive shall no longer be eligible
     to receive the  benefits  otherwise  receivable  pursuant  to this  Section
     9(b)(v)  as of the date that the  Executive  becomes  eligible  to  receive
     comparable  benefits  from a new  employer;  and (C) the  Company  will not
     provide for cash in lieu of benefits under this Section 9(b)(v);

          (vi) accelerated vesting of any unvested portion of the Sign-On Option
     Award;

          (vii) all  restrictions  with respect to any  unvested  portion of the
     Sign-On  RSU Award shall  immediately  lapse and the Sign-On RSU Award will
     become vested and  nonforfeitable,  and the  Executive  will be entitled to
     payment  on the first  business  day of the  seventh  month  following  the
     Executive's termination of employment; and

          (viii) receive outplacement services by a firm selected by the Company
     at its expense in an amount not to exceed $35,000, and the Company will not
     provide for cash in lieu of this benefit; provided,  however, that all such
     outplacement  services must be  completed,  and all payments by the Company
     must be made,  by December 31st of the second  calendar year  following the
     calendar year in which the Executive's separation from service occurs.

Notwithstanding anything in this Section 9(b) to the contrary, to the extent the
Executive has not signed the Release with all periods for revocation expired as
provided in this Section 9(b) and the Release, such determination to be made at
the conclusion of the applicable revocation period, the Executive will forfeit
any right to receive the payments and benefits specified in this Section 9(b).

     (c)  Termination  by  the  Company  Without  Cause  or  Resignation  by the
Executive for Good Reason During the CIC Severance  Protection  Period. If prior
to the expiration of the Employment Term and during the CIC Severance Protection
Period, the Executive's employment is terminated by the Company without Cause or
the Executive  terminates his  employment for Good Reason,  subject to the terms
and  conditions of the CIC Severance  Plan,  the Executive  shall be entitled to
severance  compensation and benefits  pursuant to the terms of the CIC Severance
Plan. To the extent that the Executive is not a Participant in


                                       8




the CIC  Severance  Plan at the  time of  termination,  the  Executive  shall be
entitled to severance compensation and benefits pursuant to the terms of Section
9(b). Furthermore,  the Executive will be entitled to accelerated vesting of any
unvested portion of the Sign-On Option Award, and all restrictions  with respect
to any unvested portion of the Sign-On RSU Award shall immediately lapse and the
Sign-On RSU Award will become vested and nonforfeitable,  and the Executive will
be entitled to payment on the first business day of the seventh month  following
the  Executive's  termination of employment.

     (d) Termination by Death. If the Executive dies during the Employment Term,
the Executive's employment will terminate and the Executive's  beneficiary or if
none, the Executive's estate, shall be entitled to receive from the Company, the
Executive's  accrued,  but unpaid Base Salary through the date of termination of
employment and any vested  benefits  under any Employee Plan in accordance  with
the terms of such Employee Plan and applicable law. Upon the Executive's  death,
any unvested portion of the Sign-On Option Award shall immediately vest, and all
restrictions with respect to any unvested portion of the Sign-On RSU Award shall
immediately  lapse and the Sign-On RSU Award will become vested,  nonforfeitable
and payable upon the Executive's death.

     (e) Termination by Disability.  If the Executive becomes Disabled, prior to
the expiration of the Employment Term, the Executive's employment will terminate
and the Executive shall be entitled to:

          (i) receive periodic payments equal to his Base Salary in effect prior
     to the termination of his  employment,  which payments shall be paid to the
     Executive  in equal  installments  on the regular  payroll  dates under the
     Company's  payroll  practices  applicable  to the  Executive at the time of
     termination  for the longer of 12 months or the  applicable  waiting period
     under the Company's long-term  disability plan (the "LTD Plan") (reduced by
     any  amounts  paid under the LTD Plan) now or  hereafter  sponsored  by the
     Company (calculated on a monthly basis));  provided,  however,  that in the
     event that the Executive is a "specified  employee"  (within the meaning of
     Section  409A of the Code and  determined  in  accordance  with  procedures
     adopted  by the  Company),  any  such  payments  that  constitute  deferred
     compensation  within  the  meaning  of  Section  409A of the Code  will not
     commence  until  earliest  to occur of (A) the  first  business  day of the
     seventh  month  following  the  date of the  Executive's  "separation  from
     service," or (B) death, except that the Executive on such date will be paid
     a lump-sum cash payment equal to the aggregate  amount of any such payments
     that constitute deferred compensation within the meaning of Section 409A of
     the Code that the Executive  would have been entitled to receive during the
     six-month period following the Executive's  "separation from service",  and
     the Executive  shall receive the remaining  payments for six months payable
     in equal  installments  on the regular  payroll  dates under the  Company's
     payroll  practices  applicable to the Executive at the time of  termination
     commencing  on the first  business day of the seventh  month  following the
     date of the  Executive's  "separation  from  service," as specified in this
     Section 9(e)(i), and each payment pursuant to this Section 9(e)(i) shall be
     regarded  as a separate  payment  and not one of a series of  payments  for
     purposes of Code Section 409A;


                                       9




          (ii) continued  participation  in the Company's  group health plans at
     then-existing participation and coverage levels for the longer of 12 months
     or the waiting period under the LTD Plan  comparable to the terms in effect
     from  time to time  for the  Company's  senior  executives,  including  any
     co-payment and premium payment  requirements;  provided,  however, that the
     Company  will not  provide  for cash in lieu of these  benefits  under this
     Section  9(e)(ii);  provided  further  that if the  Executive  would not be
     eligible for  participation  under the Company's group health plans but for
     this  Section  9(e)(ii),  such  continued  participation  will  be  at  the
     Executive's  sole cost and only to the extent the Executive makes a payment
     to the Company in an amount equal to the monthly premium payments (both the
     employee  and  employer  portions)  required  to maintain  such  comparable
     coverage  on or  before  the  first  day of  each  calendar  month  of such
     coverage, and the Company shall reimburse the Executive, in accordance with
     the terms of Section 6 hereof,  for the amount of such  premiums,  and each
     payment  pursuant to this Section  9(e)(ii) shall be regarded as a separate
     payment and not one of a series of payments  for  purposes of Code  Section
     409A;

          (iii)  accelerated  vesting of any  unvested  portion  of the  Sign-On
     Option Award; and

          (iv) all  restrictions  with  respect to any  unvested  portion of the
     Sign-On  RSU Award shall  immediately  lapse and the Sign-On RSU Award will
     become vested and  nonforfeitable,  and the  Executive  will be entitled to
     payment  on the first  business  day of the  seventh  month  following  the
     Executive's termination of employment.

     (f) No  Mitigation  Obligation.  No amounts  paid  under  Section 9 will be
reduced by any earnings  that the  Executive  may receive from any other source.
The  Executive's  coverage  under the  Company's  medical,  dental,  vision  and
employee life  insurance  plans will terminate as of the date that the Executive
is eligible for  comparable  benefits from a new employer.  The Executive  shall
notify the Company  within 30 days after  becoming  eligible for coverage of any
such benefits.

     (g) Forfeiture.  Notwithstanding the foregoing,  any right of the Executive
to receive termination payments and benefits hereunder shall be forfeited to the
extent of any amounts  payable  after any breach of Section 10, 11, 12, 13 or 15
by the Executive.

     10. Confidential Information; Statements to Third Parties.

     (a) During the Employment  Term and on a permanent basis upon and following
termination of the Executive's employment, the Executive acknowledges that:

          (i) all  information,  whether or not reduced to writing (or in a form
     from  which  information  can be  obtained,  translated,  or  derived  into
     reasonably usable form) and whether compiled or created by the Company, any
     of its  Subsidiaries  or any affiliates of the Company or its  Subsidiaries
     (collectively,  the "Company Group"),  which derives  independent  economic
     value from not being

                                       10



     readily known to or  ascertainable by proper means by others who can obtain
     economic  value  from  the  disclosure  or use of  such  information,  of a
     proprietary, private, secret or confidential (including, without exception,
     inventions,    products,   processes,   methods,   techniques,    formulas,
     compositions,  compounds, projects,  developments, sales strategies, plans,
     research data,  clinical data,  financial data,  personnel  data,  computer
     programs,   customer  and  supplier  lists,   trademarks,   service  marks,
     copyrights (whether registered or unregistered),  artwork,  and contacts at
     or knowledge of customers or prospective  customers)  nature concerning the
     Company  Group's  business,  business  relationships  or financial  affairs
     (collectively,  "Proprietary  Information") shall be the exclusive property
     of the Company Group.

          (ii)  reasonable  efforts have been put forth by the Company  Group to
     maintain the secrecy of its Proprietary Information;

          (iii)  such  Proprietary  Information  is and  will  remain  the  sole
     property of the Company Group; and

          (iv) any retention or use by the Executive of Proprietary  Information
     after the  termination  of the  Executive's  services for the Company Group
     will  constitute  a  misappropriation  of the Company  Group's  Proprietary
     Information.

     (b) The  Executive  further  acknowledges  and agrees that he will take all
affirmative steps reasonably necessary or required by the Company to protect the
Proprietary  Information  from  inappropriate  disclosure  during  and after his
employment with the Company.

     (c) All  materials  or copies  thereof  and all  tangible  things and other
property of the Company Group that  constitute  Proprietary  Information  in the
Executive's  custody or  possession  shall be  delivered  to the Company (to the
extent the Executive has not already  returned) in good condition,  on or before
five business days subsequent to the earlier of: (i) a request by the Company or
(ii)  the  Executive's  termination  of  employment  for any  reason  or  Cause,
including  for  nonrenewal of this  Agreement,  Disability,  termination  by the
Company or  termination by the  Executive.  After such  delivery,  the Executive
shall not retain any such  materials  or portions or copies  thereof or any such
tangible  things  and  other  property  and  shall  execute  any  statements  or
affirmations of compliance under oath that the Company may require.

     (d) The Executive  further agrees that his obligation not to disclose or to
use information  and materials of the types set forth in Sections  10(a),  10(b)
and 10(c) above, and his obligation to return  materials and tangible  property,
set forth in Section  10(c) above,  also  extends to such types of  information,
materials and tangible  property of customers of the Company Group,  consultants
for the Company Group,  suppliers to the Company  Group,  or other third parties
who may have  disclosed  or  entrusted  the same to the Company  Group or to the
Executive.

     (e) The Executive further  acknowledges and agrees that he will continue to
keep in strict  confidence,  and will not, directly or indirectly,  at any time,
disclose, furnish,  disseminate, make available, use or suffer to be used in any
manner any Proprietary Information


                                       11



of the Company Group without limitation as to when or how the Executive may have
acquired  such  Proprietary  Information  and  that he  will  not  disclose  any
Proprietary Information to any person or entity other than appropriate employees
of the Company or use the same for any purposes  (other than in the  performance
of his duties as an employee of the  Company)  without  written  approval of the
Board, either during or after his employment with the Company.

     (f)  Further   the   Executive   acknowledges   that  his   obligation   of
confidentiality  will survive,  regardless of any other breach of this Agreement
or any other agreement,  by any party hereto,  until and unless such Proprietary
Information of the Company Group has become,  through no fault of the Executive,
generally  known to the public.  In the event that the  Executive is required by
law,  regulation,  or  court  order  to  disclose  any  of the  Company  Group's
Proprietary Information, the Executive will promptly notify the Company prior to
making any such disclosure to facilitate the Company seeking a protective  order
or other  appropriate  remedy from the proper  authority.  The Executive further
agrees to  cooperate  with the Company in seeking such order or other remedy and
that, if the Company is not successful in precluding  the requesting  legal body
from requiring the disclosure of the Proprietary Information, the Executive will
furnish  only  that  portion  of the  Proprietary  Information  that is  legally
required,  and the Executive will exercise all legal efforts to obtain  reliable
assurances  that  confidential  treatment  will be accorded  to the  Proprietary
Information.

     (g) The Executive's  obligations  under this Section 10 are in addition to,
and not in limitation  of, all other  obligations of  confidentiality  under the
Company's policies, general legal or equitable principles or statutes.

     (h) During the Employment Term and following his termination of employment:

          (i) Executive  agrees to refrain from making any statements  about the
     Company or its  officers  or  directors  that would  disparage,  or reflect
     unfavorably upon the image or reputation of the Company or any such officer
     or director;

          (ii) the  Company  shall  refrain  from  making any  statements  about
     Executive that would  disparage,  or reflect  unfavorably upon the image or
     reputation of  Executive;  provided,  however that the foregoing  shall not
     prohibit the Company from  complying  with its  policies  regarding  public
     statements  with  respect to the  Executive,  or otherwise  complying  with
     applicable law, and any such  statements  shall be deemed to be made by the
     Company  only if made or  authorized  by a member  of the Board or a senior
     executive officer of the Company; and

          (iii) nothing herein  precludes honest and good faith reporting by the
     Executive  to  appropriate  Company  or legal  enforcement  authorities  or
     otherwise complying with applicable law.

     (i) The Executive acknowledges and agrees that a violation of the foregoing
provisions of this Section 10 would cause irreparable harm to the Company Group,
and that the Company's remedy at law for any such violation would be inadequate.
In recognition of the


                                       12



foregoing,  the Executive  agrees that, in addition to any other relief afforded
by law or this  Agreement,  including  damages  sustained  by a  breach  of this
Agreement and any  forfeitures  under Section 9(g), and without the necessity or
proof of actual  damages,  the  Company  shall  have the right to  enforce  this
Agreement  by specific  remedies,  which  shall  include,  among  other  things,
temporary  and  permanent  injunctions,   it  being  the  understanding  of  the
undersigned  parties hereto that damages,  the  forfeitures  described above and
injunctions  shall all be proper modes of relief and are not to be considered as
alternative remedies.

     11.  Non-Competition.  In  consideration  of the Company entering into this
Agreement,  for a period  commencing  on the  Effective  Date and  ending on the
expiration of the Restricted Period:

     (a) The  Executive  covenants  and  agrees  that the  Executive  will  not,
directly  or  indirectly,  engage  in any  activities  on  behalf  of or have an
interest in any Competitor of the Company Group, whether as an owner,  investor,
executive, manager, employee,  independent consultant,  contractor,  advisor, or
otherwise.  The Executive's ownership of less than one percent (1%) of any class
of  stock  in a  publicly  traded  corporation  shall  not be a  breach  of this
paragraph.

     (b)  "Competitor"  means,  at  the  time  of  Executive's   termination  of
employment   for  any  reason,   any   individual,   corporation,   partnership,
association,  joint  venture,  or trust  (a  "Person")  or any of such  Person's
Divisions  doing  business in the United  States  including any territory of the
United States (the "Territory") or any of such Person's Divisions  employing the
Executive if such Person or its Division: (i) receives at least 15% of its gross
operating  revenues  from  providing  communications  services  of any type (for
example,  voice,  data,  including  Internet,  and video),  which  services  are
transmitted via any transmission medium (for example, wireline, wireless, or any
other  technology),  over any distance (for example,  local, long distance,  and
distance  insensitive  services),  using  any  protocol  (for  example,  circuit
switched or packet-based, such as Internet Protocol); (ii) receives at least 15%
of its gross  operating  revenue  from a line of  business  in which the Company
Group  receives at least 3% of its  operating  revenues;  (iii) is operating for
less than 5 years a line of  business  from which the Company  Group  derives at
least  3%  of  gross  operating  revenues,   notwithstanding  such  Person's  or
Division's lack of substantial revenues in such line of business;  (iv) receives
at least 15% of its gross operating revenue from a line of business in which the
Company  Group has operated for less than 5 years,  notwithstanding  the Company
Group's lack of substantial revenues in such line of business; or (v) is engaged
in any  activity  or has  an  interest  in any  activity  in  which  Proprietary
Information  to which the  Executive  had access at any time during the two-year
period before his  termination of employment  could be of  substantial  economic
value to the Person or its  Division.  For this  purpose,  "Division"  means any
distinct  group,  subsidiary,  or unit  organized  as a segment  or portion of a
Person that is devoted to the production,  provision,  or management of a common
product or  service or group of related  products  or  services,  regardless  of
whether the group is organized as a legally distinct entity.

        For  purposes of the  foregoing, gross operating revenues of the Company
Group and such other Person shall be those of the Company  Group or such Person,
together  with their  Company  Group,  but those of any  Division  employing  or
proposing to employ  Executive shall be on a stand-alone  basis, all measured by
the most recent  available  financial  information of


                                       13



both the Company  Group and such other Person or Division at the time  Executive
accepts, or proposes to accept, employment with or to otherwise perform services
for such Person or Division.  If financial information is not publicly available
or is inadequate for purposes of applying this  definition,  the ultimate burden
shall be on Executive to present information that such Person or Division is not
a Competitor.

     (c) The  Executive  acknowledges  and agrees  that,  for  purposes  of this
Section  11,  due to the  continually  evolving  nature of the  Company  Group's
industry,  the scope of its business  and/or the identities of  Competitors  may
change over time and that breach of this Agreement by accepting  employment with
a Competitor  would  irreparably  injure the Company Group.  The Parties further
acknowledge and agree that the Company Group currently  markets its products and
services on a nationwide basis,  encompassing the Territory, and may expand such
Territory to include any  international  and foreign markets,  in which case the
Parties acknowledge that the terms and provisions of this Section 11 shall apply
to such expanded markets.

     (d) The  Executive  covenants  and agrees  that  should a court at any time
determine that any  restriction or limitation in this Section 11 is unreasonable
or  unenforceable,  it will be  deemed  amended  so as to  provide  the  maximum
protection to the Company Group and be deemed  reasonable and enforceable by the
court.

     12.  Non-Solicitation.  In  consideration of the Company entering into this
Agreement,  for a period  commencing  on the  Effective  Date and  ending on the
expiration of the Restricted  Period,  the Executive hereby covenants and agrees
that he shall not individually or in cooperation with any other person or entity
do or suffer any of the following:

     (a) solicit,  aid, induce or persuade,  directly or indirectly,  any person
who is an employee,  representative, or agent of any member of the Company Group
to leave his or her  employment  with any member of the Company  Group to accept
employment with any other person or entity;

     (b) induce any person who is an  employee,  officer or agent of the Company
Group,  or any of its  affiliated,  related or subsidiary  entities to terminate
such relationship;

     (c) solicit any  customer  of the  Company  Group,  or any person or entity
whose  business the Company Group had solicited  during the 180-day period prior
to termination of the  Executive's  employment for purposes of business which is
competitive to the Company Group within the Territory; or

     (d) solicit,  aid, induce,  persuade or attempt to solicit,  aid, induce or
persuade  any person or entity to take any action that would  result in a Change
in Control of the Company or to seek to control  the Board in a material  manner
without prior written consent.

     (e) For  purposes  of this  Section  12,  the term  "solicit  or  persuade"
includes, but is not limited to, (i) initiating  communications with an employee
of the Company Group relating to possible  employment,  (ii) offering bonuses or
additional  compensation  to  encourage  an  employee  of the  Company  Group to
terminate his employment, and (iii) initiating communications with any person or
entity relating to a possible Change in Control.

                                       14




     13. Developments.

     (a) The Executive acknowledges and agrees that he will make full and prompt
disclosure to the Company of all inventions, improvements, discoveries, methods,
developments,  software, mask works, and works of authorship, whether patentable
or  copyrightable  or not, (i) which relate to the  Company's  business and have
heretofore been created, made, conceived or reduced to practice by the Executive
or under his  direction  or  jointly  with  others,  and not  assigned  to prior
employers, or (ii) which have utility in or relate to the Company's business and
are created,  made,  conceived or reduced to practice by the  Executive or under
his  direction or jointly with others  during his  employment  with the Company,
whether or not during  normal  working  hours or on the  premises of the Company
(all of the foregoing of which are collectively referred to in this Agreement as
"Developments").

     (b) The  Executive  further  agrees to assign and does hereby assign to the
Company  (or  any  person  or  entity  designated  by  the  Company)  all of the
Executive's rights,  title and interest worldwide in and to all Developments and
all related patents, patent applications, copyrights and copyright applications,
and any other applications for registration of a proprietary right. This Section
13(b) shall not apply to Developments that the Executive  developed  entirely on
his own time without using the Company's  equipment,  supplies,  facilities,  or
Proprietary  Information  and  that  does  not,  at the  time of  conception  or
reduction to practice,  have utility in or relate to the Company's business,  or
actual or  demonstrably  anticipated  research  or  development.  The  Executive
understands  that, to the extent this Agreement shall be construed in accordance
with the laws of any  Territory  which  precludes a  requirement  in an employee
agreement to assign  certain  classes of  inventions  made by an employee,  this
Section 13(b) shall be interpreted  not to apply to any invention  which a court
rules or the Company agrees falls within such classes.

     (c) The Executive further agrees to cooperate fully with the Company,  both
during  and  after  his  employment  with  the  Company,  with  respect  to  the
procurement,  maintenance  and  enforcement  of  copyrights,  patents  and other
intellectual  property  rights (both in the United  States and other  countries)
relating to  Developments.  The Executive  shall not be required to incur or pay
any costs or expenses in connection with the rendering of such cooperation.  The
Executive  will  sign  all  papers,  including,  without  limitation,  copyright
applications,  patent  applications,  declarations,  oaths,  formal assignments,
assignments of priority rights,  and powers of attorney,  and do all things that
the Company may  reasonably  deem necessary or desirable in order to protect its
rights and interests in any Development.

     (d) The Executive  further  acknowledges  and agrees that if the Company is
unable, after reasonable effort, to secure the Executive's signature on any such
papers,  any  executive  officer of the Company shall be entitled to execute any
such papers as the  Executive's  agent and  attorney-in-fact,  and the Executive
hereby irrevocably designates and appoints each executive officer of the Company
as his agent and  attorney-in-fact to execute any such papers on the Executive's
behalf,  and to take any and all actions as the Company  may deem  necessary  or
desirable in order to protect its rights and interests in any Development, under
the conditions described in this sentence.

     14.  Remedies.  The  Executive  and the  Company  agree that the  covenants
contained in

                                       15




Sections 10, 11, 12 and 13 are reasonable under the  circumstances,  and further
agree that if in the  opinion of any court of  competent  jurisdiction  any such
covenant is not reasonable in any respect, such court will have the right, power
and authority to sever or modify any  provision or provisions of such  covenants
as to the court will appear not  reasonable  and to enforce the remainder of the
covenants as so amended.  The Executive  acknowledges and agrees that the remedy
at law available to the Company for breach of any of the Executive's obligations
under  Sections 10, 11, 12 and 13 would be inadequate  and that damages  flowing
from such a breach may not readily be  susceptible to being measured in monetary
terms.  Accordingly,  the Executive  acknowledges,  consents and agrees that, in
addition to any other  rights or  remedies  that the Company may have at law, in
equity or under this Agreement, upon adequate proof of the Executive's violation
of any such  provision  of this  Agreement,  the  Company  will be  entitled  to
immediate  injunctive  relief and may obtain a temporary  order  restraining any
threatened or further  breach,  without the necessity of proof of actual damage.
Without  limiting the  applicability  of this Section 14 or in any way affecting
the right of the Company to seek equitable remedies hereunder, in the event that
the  Executive  materially  and  willfully  breaches  any of the  provisions  of
Sections  10, 11, 12 or 13 or engages in any  activity  that would  constitute a
material  and willful  breach save for the  Executive's  action being in a state
where any of the provisions of Sections 10, 11, 12, 13 or this Section 14 is not
enforceable  as a  matter  of law,  then  the  Company's  obligation  to pay any
remaining severance  compensation and benefits that has not already been paid to
Executive pursuant to Section 9 shall be terminated.

     15. Continued Availability and Cooperation.

     (a) Following  termination  of the  Executive's  employment,  the Executive
agrees that,  consistent with the Executive's  business and personal affairs, he
will  cooperate  fully  with  the  Company  and with the  Company's  counsel  in
connection  with  any  present  and  future  actual  or  threatened  litigation,
administrative proceeding or investigation involving the Company that relates to
events,  occurrences or conduct  occurring (or claimed to have occurred)  during
the  period of the  Executive's  employment  by the  Company.  Cooperation  will
include, but is not limited to:

          (i) making himself reasonably available for interviews and discussions
     with the Company's counsel as well as for depositions and trial testimony;

          (ii) if  depositions or trial  testimony are to occur,  making himself
     reasonably available and cooperating in the preparation  therefore,  as and
     to the  extent  that  the  Company  or  the  Company's  counsel  reasonably
     requests;

          (iii) refraining from impeding in any way the Company's prosecution or
     defense of such litigation or administrative proceeding; and

          (iv)  cooperating  fully in the  development  and  presentation of the
     Company's  prosecution  or defense  of such  litigation  or  administrative
     proceeding.

     (b) The  Company  will  reimburse  the  Executive  for  reasonable  travel,
lodging,  telephone and similar expenses,  as well as reasonable attorneys' fees
(if  independent  legal


                                       16



counsel is necessary), incurred in connection with any cooperation, consultation
and advice rendered under this Agreement  after the  Executive's  termination of
employment.  Any  reimbursement or provision of in-kind benefits made during the
Executive's  lifetime  pursuant to the terms of this Section 15(b) shall be made
not  later  than  December  31st of the year  following  the  year in which  the
Executive  incurs  the  expense.  In no event  will the  amount of  expenses  so
reimbursed,  or in-kind benefits provided, by the Company in one year affect the
amount of  expenses  eligible  for  reimbursement,  or  in-kind  benefits  to be
provided, in any other taxable year. Each provision of reimbursement of expenses
or in-kind benefit pursuant to this Section 15(b) shall be considered a separate
payment and not one of a series of payments  for purposes of Section 409A of the
Code.

     16. Dispute Resolution.

     (a) In the event that the Parties are unable to resolve any  controversy or
claim arising out of or in  connection  with this  Agreement or breach  thereof,
either Party shall refer the dispute to binding arbitration,  which shall be the
exclusive forum for resolving such claims. Such arbitration will be administered
by Judicial  Arbitration and Mediation  Services,  Inc. ("JAMS") pursuant to its
Employment  Arbitration  Rules and  Procedures  and  governed by Kansas law. The
arbitration  shall be conducted by a single  arbitrator  selected by the Parties
according  to the rules of JAMS.  In the event that the Parties fail to agree on
the selection of the arbitrator  within 30 days after either Party's request for
arbitration,  the arbitrator will be chosen by JAMS. The arbitration  proceeding
shall commence on a mutually agreeable date within 90 days after the request for
arbitration,  unless otherwise agreed by the Parties,  and in the location where
the Executive worked during the six months  immediately prior to the request for
arbitration if that location is in Kansas or Virginia,  and if not, the location
will be Kansas, unless the Parties agree otherwise.

     (b) The  Parties  agree that each will bear their own costs and  attorneys'
fees. The arbitrator  shall not have authority to award attorneys' fees or costs
to any Party.

     (c) The  arbitrator  shall  have no power or  authority  to make  awards or
orders granting relief that would not be available to a Party in a court of law.
The  arbitrator's  award is limited by and must comply with this  Agreement  and
applicable federal,  state, and local laws. The decision of the arbitrator shall
be final and binding on the Parties.

     (d) Notwithstanding  the foregoing,  no claim or controversy for injunctive
or equitable relief  contemplated by or allowed under applicable law pursuant to
Sections  10, 11, 12 and 13 of this  Agreement  will be  subject to  arbitration
under this Section 16, but will instead be subject to  determination  in a court
of  competent  jurisdiction  in  Kansas,  which  court  shall  apply  Kansas law
consistent  with  Section  21 of this  Agreement,  where  either  Party may seek
injunctive or equitable relief.

     17. Other Agreements.  No agreements (other than the agreements  evidencing
any grants of equity awards) or representations,  oral or otherwise,  express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not  expressly set forth in this  Agreement.  Each party to this
Agreement acknowledges that no representations,  inducements, promises, or other
agreements,  orally or otherwise,  have been made by any party, or anyone


                                       17




acting on behalf of any party,  pertaining to the subject matter  hereof,  which
are not embodied  herein,  and that no prior and/or  contemporaneous  agreement,
statement  or  promise  pertaining  to the  subject  matter  hereof  that is not
contained in this Agreement shall be valid or binding on either party.

     18.  Withholding  of Taxes.  The  Company  will  withhold  from any amounts
payable  under this  Agreement  all federal,  state,  city or other taxes as the
Company is required to withhold pursuant to any law or government  regulation or
ruling.

     19. Successors and Binding Agreement.

     (a) The Company will require any successor (whether direct or indirect,  by
purchase,  merger,  consolidation,   reorganization  or  otherwise)  to  all  or
substantially  all of the business or assets of the Company  expressly to assume
and agree to perform  this  Agreement  in the same manner and to the same extent
the Company would be required to perform if no such  succession had taken place.
This  Agreement will be binding upon and inure to the benefit of the Company and
any successor to the Company, including without limitation any persons acquiring
directly or indirectly all or substantially all of the business or assets of the
Company whether by purchase, merger, consolidation,  reorganization or otherwise
(and such successor shall thereafter be deemed the "Company" for the purposes of
this Agreement), but will not otherwise be assignable, transferable or delegable
by the Company,  except that the Company may assign and transfer this  Agreement
and delegate its duties thereunder to a wholly owned Subsidiary.

     (b) This  Agreement  will inure to the benefit of and be enforceable by the
Executive's  personal  or  legal  representatives,   executors,  administrators,
successors, heirs, distributees and legatees.

     (c) This  Agreement is personal in nature and neither of the parties hereto
shall,  without the  consent of the other,  assign,  transfer  or delegate  this
Agreement or any rights or obligations hereunder except as expressly provided in
Sections  19(a) and 19(b).  Without  limiting  the  generality  or effect of the
foregoing,  the  Executive's  right to receive  payments  hereunder  will not be
assignable, transferable or delegable, whether by pledge, creation of a security
interest,  or otherwise,  other than by a transfer by the Executive's will or by
the  laws of  descent  and  distribution  and,  in the  event  of any  attempted
assignment or transfer contrary to this Section 19(c), the Company shall have no
liability  to pay  any  amount  so  attempted  to be  assigned,  transferred  or
delegated.

     20. Notices.  All  communications,  including without  limitation  notices,
consents,  requests or  approvals,  required or permitted to be given  hereunder
will be in writing and will be duly given when hand  delivered or  dispatched by
electronic  facsimile  transmission  (with receipt thereof  confirmed),  or five
business days after having been mailed by United States  registered or certified
mail, return receipt  requested,  postage prepaid,  or three business days after
having been sent by a nationally  recognized  overnight  courier service such as
Federal  Express or UPS,  addressed  to the  Company  (to the  attention  of the
General  Counsel of the Company) at its principal  executive  offices and to the
Executive at his principal residence,  or to such other address as any party may
have furnished to the other in writing and in accordance  herewith,  except that
notices of changes of address shall be effective only upon receipt.


                                       18




     21. Governing Law and Choice of Forum.

     (a) This Agreement will be construed and enforced  according to the laws of
the State of Kansas,  without  giving effect to the conflict of laws  principles
thereof.

     (b) To the  extent not  otherwise  provided  for by the  Section 16 of this
Agreement,  the Executive  and the Company  consent to the  jurisdiction  of all
state and federal courts located in Overland Park,  Johnson County,  Kansas,  as
well as to the  jurisdiction  of all courts of which an appeal may be taken from
such courts,  for the purpose of any suit,  action, or other proceeding  arising
out of, or in connection with, this Agreement or that otherwise arise out of the
employment  relationship.  Each party hereby expressly waives any and all rights
to bring  any  suit,  action,  or other  proceeding  in or  before  any court or
tribunal other than the courts  described  above and covenants that it shall not
seek in any  manner  to  resolve  any  dispute  other  than as set forth in this
paragraph. Further, the Executive and the Company hereby expressly waive any and
all objections  either may have to venue,  including,  without  limitation,  the
inconvenience  of such forum,  in any of such courts.  In addition,  each of the
parties  consents to the service of process by personal service or any manner in
which notices may be delivered hereunder in accordance with this Agreement.

     22.  Validity/Severability.  If any  provision  of  this  Agreement  or the
application  of any  provision  is  held  invalid,  unenforceable  or  otherwise
illegal,  the remainder of this Agreement and the  application of such provision
will not be affected, and the provision so held to be invalid,  unenforceable or
otherwise  illegal  will be  reformed  to the  extent  (and only to the  extent)
necessary to make it  enforceable,  valid or legal. To the extent any provisions
held to be invalid,  unenforceable or otherwise illegal cannot be reformed, such
provisions are to be stricken  herefrom and the remainder of this Agreement will
be binding on the parties and their successors and assigns as if such invalid or
illegal  provisions  were  never  included  in this  Agreement  from  the  first
instance.

     23.  Survival of Provisions.  Notwithstanding  any other  provision of this
Agreement, the parties' respective rights and obligations under Sections 10, 11,
12, 13, 14, 15, 16, 18, 22 and 26, and the indemnification arrangement according
to its terms,  will survive any  termination  or expiration of this Agreement or
the termination of the Executive's employment.

     24. Representations and Acknowledgements.

     (a) The Executive hereby represents that, except as he has disclosed to the
Company,  he is not subject to any restriction on his ability to enter into this
Agreement or to perform his duties and  responsibilities  hereunder,  including,
but not limited to, any covenant not to compete with any former employer.

     (b) The Executive  further  represents  that, to the best of his knowledge,
his  performance  of all the terms of this  Agreement  and as an employee of the
Company does not and will not breach any agreement with another party, including
without limitation any agreement to keep in confidence proprietary  information,
knowledge or data the Executive  acquired in confidence or in trust prior to his
employment  with the  Company,  and that he will not  knowingly

                                       19



disclose  to the  Company  or induce  the  Company  to use any  confidential  or
proprietary  information  or  material  belonging  to any  previous  employer or
others.

     (c) The Executive hereby  represents and agrees that, during the Restricted
Period, if the Executive is offered  employment or the opportunity to enter into
any business activity, whether as owner, investor, executive, manager, employee,
independent  consultant,  contractor,  advisor or otherwise,  the Executive will
inform  the  offeror  of the  existence  of  Sections  10, 11, 12 and 13 of this
Agreement and provide the offeror a copy thereof.  The Executive  authorizes the
Company to provide a copy of the relevant provisions of this Agreement to any of
the persons or entities described in this Section 24(c) and to make such persons
aware of the Executive's obligations under this Agreement.

     25.  Compliance  with Code Section  409A.  It is intended  that any amounts
payable under this Agreement and the Company's and the  Executive's  exercise of
authority or discretion  hereunder  shall comply with the  provisions of Section
409A of the Code and the  treasury  regulations  relating  thereto  so as not to
subject the Executive to the payment of the additional tax, interest and any tax
penalty which may be imposed under Code Section  409A.  In  furtherance  of this
interest,  to the extent that any provision hereof would result in the Executive
being subject to payment of the additional  tax,  interest and tax penalty under
Code Section 409A,  the parties agree to amend this  Agreement in order to bring
this Agreement into compliance with Code Section 409A; and thereafter  interpret
its  provisions  in a  manner  that  complies  with  Section  409A of the  Code.
Reference to Section 409A of the Code is to Section 409A of the Internal Revenue
Code of 1986, as amended, and will also include any proposed, temporary or final
regulations, or any other guidance,  promulgated with respect to such Section by
the U.S. Department of Treasury or the Internal Revenue Service. Notwithstanding
the  foregoing,  no particular  tax result for the Executive with respect to any
income  recognized  by  the  Executive  in  connection  with  the  Agreement  is
guaranteed,  and the Executive shall be responsible for any taxes, penalties and
interest  imposed  on him  under or as a result of  Section  409A of the Code in
connection with the Agreement.

     26. Amendment;  Waiver.  Except as otherwise provided herein, his Agreement
may not be modified,  amended or waived in any manner except by an instrument in
writing signed by both Parties hereto.  No waiver by either Party at any time of
any  breach by the  other  Party  hereto or  compliance  with any  condition  or
provision of this Agreement to be performed by such other Party will be deemed a
waiver of similar or  dissimilar  provisions or conditions at the same or at any
prior or subsequent time.

     27. Legal Fees. The Executive shall be entitled reimbursement of reasonable
legal  fees  and  expenses  incurred  in  connection  with the  negotiation  and
execution  of this  Agreement  in an amount not to exceed  twenty-five  thousand
dollars ($25,000).

     28.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same agreement.

     29.  Headings.  Unless otherwise noted, the headings of sections herein are
included  solely for  convenience of reference and shall not control the meaning
or interpretation of any of

                                       20



the provisions of this Agreement.

     30. Defined Terms.

     (a) "Agreement" has the meaning set forth in the preamble.

     (b) "Base Salary" has the meaning set forth in Section 4(a).

     (c) "Board" has the meaning set forth in Section 3(a).

     (d) "Bonus Award" has the meaning set forth in Section 4(b)(i).

     (e)  "Bylaws"  means the Amended and  Restated  Sprint  Nextel  Corporation
Bylaws, as may be amended from time to time.

     (f) "Capped  Bonus Award" shall mean the lesser of the annual  Target Bonus
or actual  performance for such fiscal year in accordance with the then existing
terms of the STIP, which shall not be payable until the  Compensation  Committee
has determined that any incentive  targets have been achieved and the subsequent
designated payout date has arrived.

     (g) "Cause" shall mean:

          (i) any act or omission constituting a material and intentional breach
     by the  Executive  of any  provisions  of this  Agreement  after  notice is
     delivered  by the Company  that  identifies  the manner in which the breach
     occurred, if within 30 days of such notice, the Executive fails to cure any
     such failure capable of being cured;

          (ii)  the  willful  and   continued   failure  by  the   Executive  to
     substantially  perform his duties  hereunder  (other than any such  failure
     resulting from the Executive's Disability), after demand for performance is
     delivered  by the Company that  identifies  the manner in which the Company
     believes the Executive has not performed his duties,  if, within 30 days of
     such demand,  the Executive fails to cure any such failure capable of being
     cured;

          (iii) any intentional  misconduct  materially injurious to the Company
     or any Subsidiary,  financial or otherwise,  or including,  but not limited
     to,  misappropriation,  fraud  including  with  respect  to  the  Company's
     accounting  and  financial  statements,  embezzlement  or conversion by the
     Executive  of  the  Company's  or  any  of  its  Subsidiary's  property  in
     connection with the Executive's  duties or in the course of the Executive's
     employment with the Company;

          (iv) the  conviction  (or plea of no contest) of the Executive for any
     felony or the indictment of the Executive for any felony including, but not
     limited to, any felony  involving fraud,  moral turpitude,  embezzlement or
     theft in  connection  with the  Executive's  duties or in the course of the
     Executive's  employment with the Company;  provided,  however, that if such
     indictment is


                                       21




     resolved without resulting in a conviction, the Executive shall be entitled
     to the benefits under Section 9(b);

          (v) the  commission  of any  intentional  or knowing  violation of any
     antifraud provision of the federal or state securities laws;

          (vi) there is a final,  non-appealable  order in a proceeding before a
     court of  competent  jurisdiction  or a final  order  in an  administrative
     proceeding  finding that the Executive  committed any willful misconduct or
     criminal  activity  (excluding  minor  traffic  violations  or other  minor
     offenses) which  commission is materially  inimical to the interests of the
     Company  or  any  Subsidiary,  whether  for  his  personal  benefit  or  in
     connection with his duties for the Company or any Subsidiary;

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

          (viii) current illegal use of drugs; or

          (ix) violation of the Company's  Code of Conduct,  with written notice
     of  termination  by the Company for Cause in each case provided  under this
     Section 30(g).

         For purposes of this Agreement, no act or failure to act on the part of
the Executive shall be deemed "intentional" or "willful" if it was due primarily
to an error in judgment or negligence, but shall be deemed "intentional" or
"willful" only if done or omitted to be done by the Executive not in good faith
and without reasonable belief that the Executive's action or omission was in the
best interest of the Company. Failure to meet performance expectations, unless
willful, continuing, and substantial, shall not be considered "Cause."

     (h)  "Change in Control"  has the  meaning  set forth in the CIC  Severance
Plan.

     (i) "Chief Executive Officer" has the meaning set forth in Section 3(a).

     (j) "CIC Severance  Plan" means the Company's  Change in Control  Severance
Plan,  as may be amended from time to time, or any  successor  plan,  program or
arrangement thereto.

     (k) "CIC Severance  Protection Period" has the meaning set forth in the CIC
Severance Plan.

     (l) "Certificate of Incorporation"  means the Amended and Restated Articles
of  Incorporation of Sprint Nextel  Corporation,  as may be amended from time to
time.

     (m) "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


                                       22




reference to any  comparable or succeeding  provisions of any  legislation  that
amends, supplements or replaces such section or subsection.

     (n) "Common  Stock" means common stock of the Company,  Series 1, par value
$2.00 per share.

     (o) "Company" has the meaning set forth in the preamble.

     (p) "Company Group" has the meaning set forth in Section 10(a)(i).

     (q)  "Compensation  Committee"  means the Human  Capital  and  Compensation
Committee of the Board.

     (r) "Competitor" has the meaning set forth in Section 11(b).

     (s) "Developments" has the meaning set forth in Section 13(a).

     (t) "Disability" or "Disabled" shall mean:

          (i) the  Executive's  incapacity  due to physical or mental illness to
     substantially  perform  his  duties  and  the  essential  functions  of his
     position,  with or without reasonable  accommodation,  on a full-time basis
     for six  months,  and  within  30 days  after a notice  of  termination  is
     thereafter  given by the Company,  the Executive shall not have returned to
     the full-time performance of the Executive's duties; and, further,

          (ii) the Executive  becomes eligible to receive benefits under the LTD
     Plan;

provided, however, if the Executive shall not agree with a determination to
terminate his employment because of Disability, the question of the Executive's
disability shall be subject to the certification of a qualified medical doctor
agreed to by the Company and the Executive. The costs of such qualified medical
doctor shall be paid for by the Company.

     (u) "Effective Date" has the meaning set forth in the preamble.

     (v) "Employee Plans" has the meaning set forth in Section 5(a).

     (w)  "Employment  Term" means the Initial  Employment  Term and any Renewal
Term.

     (x) "Executive" has the meaning set forth in the preamble.

     (y) "Good Reason" means the occurrence of any of the following  without the
Executive's  written consent,  unless within 30 days of the Executive's  written
notice of termination of employment for Good Reason,  the Company cures any such
occurrence:

          (i) the Company's material breach of this Agreement;

                                       23




          (ii) a material reduction in the Executive's Base Salary, as set forth
     in Section 4(a), or Target Bonus,  as set forth in Section 4(b)(i) (that is
     not  in  either  case  agreed  to by the  Executive),  as  compared  to the
     corresponding  circumstances  in  place  on the  Effective  Date  as may be
     increased  pursuant  to Section 4, except for  across-the-board  reductions
     generally applicable to all senior executives; or

          (iii) relocation of the Executive's  principal place of work more than
     50  miles  without  the  Executive's  consent;   provided,   however,  that
     relocation  of the  Executive  to the  principal  executive  offices of the
     Company in the vicinity of Fairfax County,  Virginia, or to the operational
     offices on the Company in the vicinity of Overland Park, Kansas,  shall not
     constitute Good Reason.

Any occurrence of Good Reason shall be deemed to be waived by the Executive
unless the Executive provides the Company written notice of termination of
employment for Good Reason within 90 days of the event giving rise to Good
Reason.

     (z) "Initial Employment Term" has the meaning set forth in Section 2.

     (aa) "JAMS" has the meaning set forth in Section 16.

     (bb) "LTD Plan" has the meaning set forth in Section 9(e).

     (cc) "LTSIP" means the Company's 2007 Omnibus Incentive Plan, effective May
8, 2007 as may be amended from time to time, or any successor  plan,  program or
arrangement thereto.

     (dd)  "LTSIP  Target  Award  Opportunities"  has the  meaning  set forth in
Section 4(b)(ii).

     (ee) "Parties" has the meaning set forth in the recitals.

     (ff) "Party" has the meaning set forth in the recitals.

     (gg) "Payment  Period" means the 24-month  period  following the latest of:
(i) the date specified in this Agreement,  (ii) the Executive's "separation from
service"  with the Company or (iii) if the  Executive is a "specified  employee"
(within the meaning of Section  409A of the Code and  determined  in  accordance
with  procedures  adopted by the Company),  with respect to any amounts  payable
that constitutes deferred compensation within the meaning of Section 409A of the
Code,  the first  business day of the seventh  month  following  the date of the
Executive's "separation from service" with the Company; except that, in the case
clause (iii)  applies,  on such date, the Executive will be paid a lump-sum cash
payment  equal to the aggregate  amount of any such  payments  that  constitutes
deferred  compensation  (within  the  meaning of  Section  409A of the Code) the
Executive  would have been  entitled  to receive  during  the  six-month  period
following the Executive's "separation from service," and the Executive's Payment
Period shall then be the 18-month  period  commencing on such first business day
of the seventh  month  following  the  Executive's  "separation  from  service."
"Separation  from  service"  has the  meaning  ascribed  to such  phrase in Code
Section 409A.

                                       24




     (hh) "  "Proprietary  Information"  has the  meaning  set forth in  Section
10(a)(i).

     (ii) "Release" has the meaning set forth in Section 9(b).

     (jj) "Release Effective Date" has the meaning set forth in Section 9(b).

     (kk) "Renewal Term" has the meaning set forth in Section 2.

     (ll)   "Restricted   Period"  means  the  24-month  period   following  the
Executive's date of termination of employment with the Company for any reason or
Cause,  Disability,  termination by the Company or termination by the Executive.
If  termination  occurs  after  non-renewal  of this  Agreement  by the Company,
however,  the  Restricted  Period will mean the 12-month  period  following  the
Executive's date of termination of employment.

     (mm)  "Separation  Plan" means the  Company's  Separation  Plan Amended and
Restated  Effective  August 13, 2006, as may be amended from time to time or any
successor plan, program, arrangement or agreement thereto.

     (nn)  "STIP"  means the  Company's  Short-Term  Incentive  Plan,  effective
January 1, 2006,  as may be amended from time to time,  or any  successor  plan,
program or arrangement thereto.

     (oo) "Subsidiary" shall mean any entity, corporation,  partnership (general
or limited),  limited liability company,  entity,  firm, business  organization,
enterprise,  association  or joint  venture  in which the  Company  directly  or
indirectly controls ten percent (10%) or more of the voting interest.

     (pp) "Target Bonuses" has the meaning set forth in Section 4(b)(i).

     (qq) "Territory" has the meaning set forth in Section 11(b).

                                       25




         IN WITNESS WHEREOF, the Company has caused this Agreement to be signed
by an officer pursuant to the authority of its Board, and the Executive has
executed this Agreement, as of the day and year first written above.


                                     SPRINT NEXTEL CORPORATION

                                  By:/s/ James H. Hance, Jr.
                                     James H. Hance, Jr.
                                     Lead Independent Director


                                     /s/ Daniel R. Hesse
                                         Daniel R. Hesse


                                       26





                           Sign-On Awards - Exhibit A
                                Evidence of Award
                                 Daniel R. Hesse

Throughout this Evidence of Award we sometimes refer to Sprint Nextel
Corporation and its subsidiaries as "we" or "us."

                                  Option Right

1.  Award of Option Right

         The Human Capital and Compensation Committee of the Board of Directors
of Sprint Nextel has granted you an Option Right to purchase from us 3,275,000
shares of Series 1 common stock, par value $2.00 per share of Sprint Nextel (the
"Common Stock") at Option Prices as follows:

            --------------------- -------------- --------------------------
                    Shares           Option          Percent of Date of
                  Underlying         Price           Grant Market Price
                                                          Per Share
            --------------------- -------------- --------------------------
            --------------------- -------------- --------------------------
                1,000,000             $ 13.91        100%
            --------------------- -------------- --------------------------
            --------------------- -------------- --------------------------
                1,000,000             $ 16.69        120%
            --------------------- -------------- --------------------------
            --------------------- -------------- --------------------------
                1,275,000             $ 19.47        140%
            --------------------- -------------- --------------------------

The 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 Evidence of Award. 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 at a rate of 1/3rd of the total
number of shares subject to purchase on each of the first three anniversaries of
the Date of Grant, conditioned upon you continuously serving as our employee
through those vesting dates. You will forfeit the unvested shares under your
Option Right if your service with us ends for any reason, unless vesting
accelerates as described in paragraph 3 below. These rules, and the
post-termination exercise periods are described in Section 6 of this Evidence of
Award below.

3.  Acceleration of Vesting

         Unvested shares under your Option Right may become vested before the
time at which they would normally become vested by the passage of time -- that
is, the vesting may accelerate. Accelerated vesting occurs upon (1) your
termination of service because of your death or Disability, (2) your Termination
Date (as defined in paragraph 6 below) if your employment is terminated by the
Company without Cause or if you resign with Good Reason or (3) under the
conditions described in Section 13(a) of the Plan in connection with a Change in
Control of Sprint Nextel in which the Option Right is not assumed, converted or
replaced by the resulting entity.



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. You exercise by
delivering a written election under procedures established by the Treasurer of
Sprint Nextel (including by approved electronic medium) and paying the Option
Price. You may pay the Option Price by

     o    check or by wire transfer of immediately available funds,

     o    actual or  constructive  transfer  of shares of Common  Stock you have
          owned  for at  least  six  months  having a Fair  Market  Value on the
          Exercise Date equal to the total Option Price,

or by any combination of cash, shares of Common Stock and other consideration
as the Committee may permit.

         To the extent permitted by law, you may pay the Option Price from the
proceeds of a sale through a broker designated by the Treasurer of Sprint
Nextel. 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 Evidence of Award
or the Plan, the Option Right granted herein will expire at 4:00 P.M., U.S.
Eastern Time, on the tenth anniversary of the Grant Date (the "Expiration
Date"). If the tenth 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 tenth anniversary of the
Grant Date.

6.  Effect of your Termination of Employment

If you cease to be an employee of Sprint Nextel for any reason, the effect on
your Option Right is described below. In no event may your Option Right be
exercised after the Expiration Date. If, after your termination by the Company
without Cause or your resignation with Good Reason, you receive salary
continuation paid according to the payroll cycle (i.e., not in a lump sum),
Termination Date for purpose of this table means the last day of your severance
pay period.


Termination Event         Exercisable Options           Unexercisable Options
- --------------------------------------------------------------------------------
Resignation               May exercise up to 90 days    Expire on Termination
(not with Good Reason)    after Termination Date        Date
- --------------------------------------------------------------------------------
Termination by the        May exercise up to 90 days    Vest on Termination
Company Without Cause     after Termination Date        Date;
or Resignation by                                       May exercise up to 90
Executive with Good                                     days after Termination
Reason                                                  Date



- --------------------------------------------------------------------------------
For Cause                 Forfeited                     Forfeited
- --------------------------------------------------------------------------------
Disability or Death       May exercise up to 12         Vest on Termination
                          months after Termination      Date;
                          Date                          May exercise up to 12
                                                        months after
                                                        Termination Date
- --------------------------------------------------------------------------------

If the last day to exercise according to this schedule is a "Non-Business Day",
then the last day to exercise will occur at 4:00 P.M., U.S. Eastern Time, on the
first business day before that day.

                             Restricted Stock Units

7.  Award of Restricted Stock Units

         The Human Capital and Compensation Committee of the Board of Directors
of Sprint Nextel has granted you an Award of 718,907 Restricted Stock Units
(RSUs) under the terms of the Plan as of the Date of Grant. Each RSU represents
the right for you to receive from us one share of Common Stock on the delivery
date. In addition, each RSU gives you the right to dividend equivalents as
described in paragraph 11 below. Your right to receive shares of Common Stock
under the RSUs is a contractual right between you and us and does not give you a
preferred claim to any particular assets or shares of Sprint Nextel.

8.  Restriction Period

         Your RSUs are subject to the restrictions and conditions in this
Evidence of Award. Your RSUs vest at a rate of 1/3rd of the total number of
shares subject to RSUs on each of the first three anniversaries of the Date of
Grant. However, vesting of your RSUs may accelerate as described in paragraph 10
below. RSUs that are subject to forfeiture on your termination of service as an
employee are called "unvested RSUs," and RSUs no longer subject to forfeiture or
restrictions on transfer are called "vested RSUs." The date on which the RSU
becomes vested is its "vesting date."

9.  Forfeiture of RSUs

         You will forfeit unvested RSUs if you terminate your service with
Sprint Nextel for any reason (unless vesting of your RSUs accelerates under
paragraph 10).

10.  Acceleration of Vesting

         Unvested RSUs may become vested RSUs before the time at which they
would normally become vested by the passage of time -- that is, the vesting of
RSUs may accelerate. Accelerated vesting occurs upon (1) your termination of
service because of your death or Disability, (2) your Termination Date (as
defined in paragraph 6 above) if your employment is terminated by the Company
without Cause or if you resign with Good Reason or (3) under the conditions
described in Section 13(a) of the Plan in connection with a Change in Control of
Sprint Nextel in which the RSUs are not assumed, converted or replaced by the
resulting entity.

11.  Dividend Equivalents



         Unvested RSUs. If cash dividends are paid on the Common Stock
underlying your unvested RSUs, and you hold those RSUs on the dividend record
date, you will accrue additional whole or fractional RSUs equal to the number of
shares of Common Stock the dividend would buy at the Market Value Per Share on
the dividend payment date. These additional RSUs will vest and be subject to
delivery at the same time, and have the same terms, as the original RSU award.

         Vested RSUs. If cash dividends are paid on the Common Stock underlying
your vested RSUs, and you hold those RSUs on the dividend record date, you will
receive on the dividend payment date a cash payment equal to the amount of the
dividend paid on the underlying stock.

                 Provisions Applicable to Option Right and RSUs

12. Transfer of your Option Right and RSUs and Designation of Beneficiaries

         Your Option Right and RSUs represent 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. Also
upon your death, shares of Common Stock underlying your RSUs will be delivered
in accordance with the terms of the Award to any beneficiaries you name in a
beneficiary designation or, if you make no designation, to your estate.

13.  Plan Terms

         All capitalized terms used in this Evidence of Award that are not
defined in this Evidence of Award have the same meaning as those terms have in
the Plan. The terms of the Plan are hereby incorporated by this reference. A
copy of the Plan will be furnished upon request. "Cause" and "Good Reason" have
the meanings set forth in your Employment Agreement.

14.  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 the
Plan, applicable provisions of the Code and applicable Treasury Department
rulings and regulations in the number and kind of shares subject to outstanding
Awards and any other adjustments as the Board deems appropriate.

15.  Amendment

         This Evidence of Award 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
Evidence of Award may not be materially impaired by any amendment or termination
of the Plan approved after the Date of Grant without your written consent.

16.  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 RSUs 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.

17.  Governing Law

         This Evidence of Award will be governed by the laws of the State of
Kansas.

18.  Severability

         The various provisions of this Evidence of Award are severable, and any
determination of invalidity or unenforceability of any one provision shall have
no effect on the remaining provisions.

19.  Entire Agreement

         This Evidence of Award contains the entire understanding of the
parties. This Evidence of Award may not be modified or amended except in writing
duly signed by the parties, except that we may adopt a modification or amendment
to the Evidence of Award that is not materially adverse to you. Any waiver or
any right or failure to perform under this Evidence of Award must be in writing
signed by the party granting the waiver and will not be deemed a waiver of any
subsequent failure to perform.



                                        Sprint Nextel Corporation


                                    By: /s/Sandra J. Price     12-17-07
                                           SVP, Human Resources


                                       /s/Daniel R. Hesse
                                          Daniel R. Hesse



  This document constitutes part of a prospectus covering securities that have
                been registered under the Securities Act of 1933

EX-99

                                                                    Exhibit 99.1

[SPRINT LOGO]                                         NEWS RELEASE
                                                      Sprint Nextel
                                                      6220 Sprint Parkway
                                                      Overland Park, Kan. 66251

                                                                       Contacts:
                                                                Media Relations
                                                      Leigh Horner, 703-433-3044
                                                         leigh.horner@sprint.com

                                                              Investor Relations
                                                       Kurt Fawkes, 800-259-3755
                                                   investor.relations@sprint.com


                Sprint Nextel Names Wireless Veteran Dan Hesse as
                               President and CEO

     RESTON, Va. - Dec. 18, 2007 - The Sprint Nextel Board of
Directors has named wireless industry veteran Daniel R. Hesse, 54, as president
and chief executive officer of the company, effective immediately. He previously
was chairman, president and CEO of Embarq Corporation.

"Dan Hesse is the right person to lead our company," said board member Irvine O.
Hockaday,  Jr.,  who chaired the board's CEO search  committee.  "He is a proven
leader with deep  wireless  experience as a chief  executive and an  established
track record of generating strong operating performance. He has the board's full
support to take decisive actions necessary to improve our performance."

"Sprint  Nextel is a company  with a strong set of assets,  but  clearly we must
improve  execution  across  the  board,"  said  James H.  Hance,  the  company's
non-executive  chairman.  "Dan's  mandate is to hone our  strategy,  improve our
ability to serve our  customers and execute in the  marketplace.  I am convinced
that under  Dan's  leadership  we will  deliver  sustainable  results  and build
shareholder value."

"Dan's  record  of  achievement  is  impressive,"  Hance  added.  "He  possesses
marketing and innovation savvy along with considerable  operating acumen.  Under
his leadership,  AT&T Wireless  became the nation's  largest carrier at the time
and grew revenues three times faster than the rate of the industry.  The company
earned awards for service and  innovation,  along with  recognition  for overall
performance.  At Embarq he has done an  excellent  job of  leading  the  company
through its  inception,  building its brand and delivering  solid  financial and
operating results."

"I am honored and excited to lead Sprint  Nextel at this  important  time in its
history,"  said  Hesse.  "There is no company in the  wireless  industry  with a
stronger set of assets.  I believe through solid execution and commitment to our
customers we can reinvigorate  our operating  performance and return the company
to a growth trajectory. We will review every aspect of our strategy as we intend
to lead Sprint to the forefront of the wireless industry."

                                     (more)


"Additionally, I would like to thank the Board and employees of Embarq Corp. for
the honor of serving them. Together we built a great brand, culture and company.
Sprint and  Embarq are major  customers  and  suppliers  to each other so I look
forward to continuing to work closely with all of my friends at Embarq."

Hesse had been chairman and CEO since Embarq's  inception in 2006.  Prior to the
formation  of  Embarq,  he served as CEO of  Sprint's  Local  Telecommunications
Division for one year before the spin-off that created Embarq.  Hesse previously
has  spent  23 years at AT&T,  including  serving  between  1997 and 2000 as the
president and CEO of AT&T Wireless  Services,  which was then the United States'
largest wireless operator.

Hesse also has joined Sprint Nextel's board of directors.

Hance also  expressed  gratitude to Paul Saleh,  the company's  chief  financial
officer,  who served as interim CEO for the past two months.  "The Board and all
Sprint  employees  appreciate  and respect the  dedication  and energy that Paul
provided. We thank him for the leadership he demonstrated during this period."

Hance to Remain as Non-Executive Chairman

The Sprint  Nextel board also  announced  that it had elected  Hance to continue
serving as non-executive chairman. Hance, 63, is a senior adviser to the Carlyle
Group and retired vice chairman and board member of Bank of America. He has been
a Sprint board member since February 2005 and was named  non-executive  chairman
when Gary Forsee,  who had been  chairman,  president  and CEO,  stepped down in
October.

Hance  served as vice  chairman of Bank of America  Corporation  from 1993 until
Jan. 31, 2005 and as the chief financial officer of Bank of America  Corporation
from 1988 until April  2004.  Hance  served as a director of Sprint  Corporation
from Feb. 2005 until its merger with Nextel  Communications  in August 2005, and
he has served as a director of Sprint  Nextel since that time.  He serves on the
board's Audit, Executive and Finance Committees. He also serves on the boards of
Duke Energy, Cousins Properties and Rayonier Inc.

About Sprint Nextel

Sprint   Nextel   offers  a   comprehensive   range  of  wireless  and  wireline
communications   services   bringing  the  freedom  of  mobility  to  consumers,
businesses  and  government  users.  Sprint  Nextel  is  widely  recognized  for
developing,  engineering and deploying  innovative  technologies,  including two
robust wireless  networks  serving 54 million  customers at the end of the third
quarter  2007;  industry-leading  mobile data  services;  instant  national  and
international walkie-talkie capabilities; and a global Tier 1 Internet backbone.
For more information, visit www.sprint.com.

                                       ###