UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Check the appropriate box:

SPRINT NEXTEL CORPORATION

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 13, 200812, 2009

We will hold the annual meeting of shareholders of Sprint Nextel Corporation on Tuesday, May 13, 200812, 2009 at 10:00 a.m. EasternCentral time at The Hyatt Regency Reston, 1800 Presidents Street, Reston, Virginia 20190 (703-709-1234)Overland Park Convention Center, 6000 College Boulevard, Overland Park, Kansas 66211 (913-339-3000).

The purpose of the annual meeting is to consider and take action on the following:

ThisLike last year, we are taking advantage of new Securities and Exchange Commission rules that allow us to furnish proxy materials to you via the Internet. Unless you have already requested to receive a printed set of proxy materials, you will receive a Notice Regarding the Availability of Proxy Material, or Notice. The Notice contains instructions on how to access proxy materials and vote your shares via the Internet or, if you prefer, to request a printed set of proxy materials at no additional cost to you. We believe that this new approach will provideprovides a convenient way for you to access your proxy materials and vote your shares, while lowering our printing and delivery costs and reducing the environmental impact associated with our annual meeting.

Shareholders of record as of March 14, 200813, 2009 can vote at the annual meeting. On or about March 31, 2008,2009, we will mail the Notice or, for shareholders who have already requested to receive a printed set of proxy materials, this proxy statement, the accompanying proxy card and the annual report on Form 10-K for the year ended December 31, 2007.2008. Please vote before the annual meeting in one of the following ways:

Your vote is very important. Please vote before the meeting using one of the methods above to ensure that your vote will be counted. Your proxy may be revoked at any time before the vote at the annual meeting by following the procedures outlined in the accompanying proxy statement.

Overland Park, Kansas

March 27, 200830, 2009

TABLE OF CONTENTS

General Information About Proxies and Voting

Date, Time and Place

These proxy materials are delivered in connection with the solicitation by our board of directors of proxies to be voted at our annual meeting of shareholders, which will be held at The Hyatt Regency Reston, 1800 Presidents Street, Reston, Virginia 20190Overland Park Convention Center, 6000 College Boulevard, Overland Park, Kansas 66211 at 10:00 a.m. EasternCentral time on Tuesday, May 13, 2008.12, 2009. On or about March 31, 2008,2009, we mailed to our shareholders entitled to vote at the meeting the Notice or, for shareholders who have already requested to receive printed materials, this proxy statement and the form of proxy. Our principal executive offices are located at 6200 Sprint Parkway, Overland Park, Kansas 66251.

Purpose of the Annual Meeting

At the annual meeting, shareholders will be asked to:

Record Date; Shareholders Entitled to Vote

The close of business on March 14, 200813, 2009 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the 20082009 annual meeting or any adjournments or postponements of the 20082009 annual meeting.

As of the record date, the following shares were outstanding and entitled to vote:

The relative voting power of our different series of voting stock is set forth in our articles of incorporation.

A complete list of shareholders entitled to vote at the 20082009 annual meeting will be available for examination by any shareholder at 2001 Edmund Halley Drive, Reston, Virginia 20191,6200 Sprint Parkway, Overland Park, Kansas 66251, for purposes pertaining to the 20082009 annual meeting, during normal business hours for a period of ten days before the annual meeting, and at the time and place of the annual meeting.

Quorum

In order to carry on the business of the meeting, we must have a quorum. A quorum requires the presence, in person or by proxy, of the holders of a majority of the votes entitled to be cast at the meeting. We count

abstentions and broker “non-votes” as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a shareholder fails to provide voting instructions to his or her broker for shares held in “street name.” Under those circumstances, a shareholder’s broker may be authorized to vote for the shareholder on some routine items, but is prohibited from voting on other items. Those items for which a shareholder’s broker cannot vote result in broker “non-votes.”

Votes Required

Required Vote to Elect the Directors (Proposal 1; Item 1 on the Proxy Card)

Each of the nineten nominees for director will be elected as a director if the votes cast for each such nominee exceed the number of votes against that nominee, assuming that there is a quorum represented at the annual meeting. A summary of our majority voting standard appears on page 24 under “Proposal 1—Election of Directors—Board Committees and Director Meetings—The Nominating and Corporate Governance Committee—Majority Voting.”

Required Vote to Ratify the Appointment of our Independent Registered Public Accounting Firm (Proposal 2; Item 2 on the Proxy Card)

The affirmative vote of a majority of votes cast in person or by proxy by holders of our common stock entitled to vote on the matter is required to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2008.2009.

Required Vote to Approve the Shareholder ProposalAmendment to the 1988 Employees Stock Purchase Plan (Proposal 3; Item 3 on the Proxy Card)

The affirmative vote of a majority of votes cast in person or by proxy by holders of our common stock entitled to vote on the matter is required to approve the management proposal concerning an amendment to the 1988 Employees Stock Purchase Plan.

Required Vote to Approve the Shareholder Proposals (Proposals 4 and 5; Items 4 and 5 on the Proxy Card)

The affirmative vote of a majority of votes cast in person or by proxy by holders of our common stock entitled to vote on the matter is required to approve the shareholder proposal,proposals, if presented at the annual meeting.

Treatment of Abstentions, Not Voting and Incomplete Proxies

If a shareholder marks the “Abstain” box, it will have no effect on the vote for Proposal 1, but it will have the same effect as a vote against Proposals 2 and 3.through 5. If a shareholder does not return a proxy, it will have no effect on the vote for the proposals. Broker non-votes for non-routine proposals will also have no effect on the vote for the proposals. Except for broker non-votes, if a proxy is returned without indication as to how to vote, the stock represented by that proxy will be considered to be voted in favor of Proposals 1, 2 and 2,3, and voted against Proposal 3.Proposals 4 and 5.

Voting of Proxies

Giving a proxy means that you authorize the persons named in the proxy card to vote your shares at the 20082009 annual meeting in the manner directed. You may vote by proxy or in person at the meeting. To vote by proxy, you may use one of the following methods if you are a registered holder (that is, you hold our stock in your own name):

We request that shareholders vote as soon as possible. When the proxy is properly returned, the shares of stock represented by the proxy will be voted at the 20082009 annual meeting in accordance with the instructions contained in the proxy.

Except for broker non-votes, if any proxy is returned without indication as to how to vote, the stock represented by the proxy will be considered to be voted in favor of Proposals 1, 2 and 2,3, and voted against Proposal 3.Proposals 4 and 5. Unless a shareholder checks the box on the proxy card to withhold discretionary authority, the proxies may use their discretion to vote on other matters introduced at the 20082009 annual meeting.

If a shareholder’s shares are held in “street name” by a broker or other nominee, the shareholder should check the voting form used by that firm to determine whether the shareholder may provide voting instructions to the broker or other nominee by telephone or the Internet.

Every shareholder’s vote is important. Accordingly, you should vote via the Internet or by telephone; sign, date and return the enclosed proxy card if you received it by mail; or provide instructions to your broker or other nominee whether or not you plan to attend the annual meeting in person.

Revocability of Proxies and Changes to a Shareholder’s Vote

A shareholder has the power to revoke his or her proxy or change his or her vote at any time before the proxy is voted at the annual meeting. You can revoke your proxy or change your vote in one of four ways:

If you choose any of the first three methods, you must take the described action no later than the beginning of the 20082009 annual meeting. Once voting on a particular matter is completed at the annual meeting, you will not be able to revoke your proxy or change your vote as to that matter. If your shares are held in street name by a broker, bank or other financial institution, you must contact that institution to change your vote.

Solicitation of Proxies

This solicitation is made on behalf of our board of directors, and we will pay the cost and expenses of printing and mailing this proxy statement and soliciting and obtaining the proxies, including the cost of reimbursing brokers, banks and other financial institutions for forwarding proxy materials to their customers. Proxies may be solicited, without extra compensation, by our officers and employees by mail, telephone, fax, personal interviews or other methods of communication. We have engaged the firm of Georgeson Shareholder Communications, Inc. to assist us in the distribution and solicitation of proxies and will pay Georgeson a fee of $25,000$9,000 plus out-of-pocket expenses for its services.

Voting by Our Employees Participating in the Sprint Nextel 401(k) Plan

If you are an employee of Sprint Nextel who has a right to vote shares acquired through your participation in our 401(k) plan, you are entitled to instruct the trustee, Fidelity Management Trust Company, how to vote the shares allocated to your account. The trustee will vote those shares as you instruct. You will receive voting information that covers any shares held in your 401(k) plan account, as well as any other shares registered in your own name.

If you do not instruct the trustee how to vote your shares, the 401(k) plan provides for the trustee to vote those shares in the same proportion as the shares for which it receives instructions from all other participants. To allow sufficient time for the trustee to vote, your voting instructions must be received by the trustee by May 8, 2008.7, 2009.

Delivery of Proxy Materials to Households Where Two or More Shareholders Reside

Rules of the Securities and Exchange Commission, or SEC, allow us to deliver multiple Notices in a single envelope or a single copy of an annual report and proxy statement to any household where two or more shareholders reside if we believe the shareholders are members of the same family. This rule benefits shareholders by reducing the volume of duplicate information they receive at their households. It also benefits us by reducing our printing and mailing costs.

We mailed Notices in a single envelope, or a single set of proxy materials, as applicable, to each household this year unless the shareholders in these households provided instructions to the contrary in response to a notice previously mailed to them. However, for shareholders who previously requested a printed set of the proxy materials, we mailed each shareholder in a single household a separate proxy card or voting instruction form. If you prefer to receive your own copy of the proxy materials for this or future annual meetings and you are a registered holder, you may request a duplicate set by writing to Sprint Nextel Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B424, Overland Park, Kansas 66251 or by email atshareholder.relations@sprint.com, or by calling 913-794-1091, and we will promptly furnish such materials. If a broker or other nominee holds your shares, you may instruct your broker to send duplicate mailings by following the instructions on your voting instruction form or by contacting your broker.

If you share a household address with another shareholder, and you receive duplicate mailings of the proxy materials this year, you may request that your household receive a single set of proxy materials in the future. If you are a registered holder, please contact Sprint Nextel Shareholder Relations.Relations using one of the contact methods described above. If a broker or other nominee holds your shares, you should follow the instructions on your voting instruction form or contact your broker.

If you hold some shares as a registered holder or through our 401(k) plan, and other shares in the name of a broker or other nominee, we must send you proxy materials for each account. To avoid receiving duplicate sets of proxy materials, you may consolidate accounts or consent to electronic delivery as described in the following section.

Electronic Delivery of the Proxy Materials

We are able to distribute the annual report and proxy statement to shareholders in a fast and efficient manner via the Internet. This reduces the amount of paper delivered to a shareholder’s address and eliminates the cost of sending these documents by mail. You may elect to view all future annual reports and proxy statements on the Internet instead of receiving them by mail. Alternatively, you may elect to receive all future annual reports and proxy statements by mail instead of viewing them via the Internet. To make an election, please log on towww.proxyvote.com and enter your control number.

If you have enrolled for electronic delivery, you will receive an email notice of shareholder meetings. The email will provide links to our annual report and our proxy statement. These documents are in PDF format so you will need Adobe Acrobat^® Reader to view these documents on-line, which you can download for free by visiting www.adobe.com. The email will also provide a link to a voting web site and a control number to use to vote via the Internet.

Confidential Voting Policy

Your votes are kept confidential from our directors, officers and employees, subject to certain specific and limited exceptions. One exception occurs if you write opinions or comments on your proxy card. In that case, a copy of the proxy card is sent to us.

Attending the Meeting

Shareholders, their guests and persons holding proxies from shareholders may attend the annual meeting. Seating, however, is limited and will be available on a first-come, first-served basis. If you plan to attend the meeting, please bring proof of ownership to the meeting. A brokerage account statement showing that you owned our stock on March 14, 200813, 2009 is acceptable proof.

Conference Call and Audio Webcast

Shareholders may listen live by phone or audio webcast to our annual meeting. The dial-in numbers for the conference call will be posted atwww.sprint.com/investors/shareholders/annualmeetingbefore the meeting. Lines are limited and will be available on a first-come, first-served basis. Shareholders may access the audio webcast of our annual meeting at the same web address. This is an audio-only webcast with no video or other materials.

Security Ownership of Certain Beneficial Owners

The following table provides information about the only known beneficial owners of five percent or more of our voting common stock based on our stock outstanding at March 14, 2008.13, 2009.

For purposes of the table below, beneficial ownership is determined based on Rule 13d-3 of the Securities Exchange Act of 1934, which states that a beneficial owner is any person who directly or indirectly has or shares voting and/or investment/dispositive power. According to a Schedule 13G filed on February 11, 2008 by The Growth Fund of America, Inc., or GFA, GFA has sole voting power with respect to all of the shares and sole dispositive power with respect to none of the shares listed by its name in the table below. All shares held by GFA are subject to the sole dispositive power of either Capital Research Global Investors, or CRGI, or Capital World Investors, or CWI. Accordingly, shares held by GFA over which CRGI or CWI has sole dispositive power are included in the respective totals for CRGI and CWI.

Security Ownership of Directors and Executive Officers

The following table states the number of shares of our series 1 common stock beneficially owned as of March 14, 200813, 2009 by each current director, current named executive officer and all current directors and executive officers as a group. Except as otherwise indicated, each individual named has sole investment and voting power with respect to the shares owned.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC and the New York Stock Exchange, or NYSE, initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and other equity securities. These people are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file, and we make these reports available atwww.sprint.com/investors/sec.

To our knowledge, based solely on a review of the copies of these reports furnished to us and written representations that no other reports were required, during 20072008 all Section 16(a) filing requirements applicable to our directors, executive officers and beneficial owners of more than 10% of our equity securities were met, except for: one late Form 4 filing in February 2007 for an acquisition of share units in connection with our Deferred Compensation Plan by Linda Koch Lorimer, an outside director, one late Form 4 filing in March 2007 for a disposition of shares by Barry J. West, Chief Technology Officer & President—4G Mobile Broadband and one late Form 4 filing in December 2007 for an acquisition of shares by Larry C. Glasscock, an outside director.met.

Proposal 1. Election of Directors

(Item 1 on Proxy Card)

We currently have 1311 seats on our board. Keith J. Bane, Frank M. Drendel, Linda Koch Lorimer and William H. Swanson areIrvine O. Hockaday, Jr. is not standing for re-election. The board has reduced the number of seats on our board to nineten effective as of the time of our annual meeting. The board’s objective is to increase the number of board seats and add new directors who meet the director selection criteria and have the skills and attributes that meet the current needs of the board. There is an ongoing director search underway.

Each of the nineten nominees, if elected, will serve one year until the 20092010 annual meeting and until a successor has been elected and qualified. The persons named in the accompanying proxy will vote for the election of the nominees named below unless a shareholder directs otherwise. Each nominee has consented to be named and to continue to serve if elected. If any of the nominees becomes unavailable for election for any reason, the proxies will be voted for the other nominees and for any substitutes.

Nominees for Director

Robert R. Bennett, age 49. Since March 2005,50. Principal of Hilltop Investments, a private investment company. Mr. Bennett has beenserved as President of Discovery Holding Company a holding company for its wholly-owned subsidiary, Ascent Media Group LLC, and its 67% interest infrom March 2005 until September 2008, when Discovery Communications, Inc. became a public company. Mr. Bennett also served as presidentPresident and CEO of Liberty Media Corporation from April 1997 until August 2005 and continued as presidentPresident until March 2006. He was with Liberty Media from its inception, serving as its principal financial officer and in various other capacities. Prior to his tenure at Liberty Media, Mr. Bennett worked with Tele-Communications, Inc. (TCI) and the Bank of New York. Mr. Bennett also serves as a director of Discovery Holding CompanyCommunications, Inc. and Liberty Media Corporation. Mr. Bennett has served as one of our directors since October 2006.
Gordon M. Bethune, age 66.67. Retired Chairman and Chief Executive Officer of Continental Airlines, Inc., an international commercial airline company. He served as Chief Executive Officer of Continental Airlines from 1994 and as Chairman and Chief Executive Officer from 1996 until December 31, 2004. He is a director of Honeywell International Inc., Willis Group Holdings, Limited and Prudential Financial, Inc., and Chairman of the Board of Aloha Airgroup, Inc. Mr. Bethune has served as one of our directors since March 2004.
Larry C. Glasscock,age 59.60. Chairman of the Board of WellPoint, Inc., a health benefits company. Mr. Glasscock served as President and Chief Executive Officer of WellPoint, Inc. from November 2004 (following the merger between Anthem, Inc. and WellPoint Health Networks Inc.) until June 2007 and as Chairman of WellPoint, Inc. since November 2005. Prior to Anthem’s merger with WellPoint Health Networks in November 2004, Mr. Glasscock had served as Anthem’s President and Chief Executive Officer since 2001 and also as Anthem’s Chairman since 2003. He is a director of Zimmer Holdings, Inc. Mr. Glasscock has served as one of our directors since August 2007.
James H. Hance, Jr., age 63.64. Chairman of the Board of Sprint Nextel. Retired Vice Chairman of Bank of America Corporation, a financial services holding company. He served as the Vice Chairman of Bank of America Corporation from 1993 until January 31, 2005 and as the Chief Financial Officer of Bank of America Corporation from 1988 until April 2004. He is a director of Cousins Properties Incorporated, Duke Energy Corporation, and Rayonier Corporation. Mr. Hance also serves as a Senior Advisor to The Carlyle Group. Mr. Hance has served as one of our directors since February 2005.

Daniel R. Hesse, age 54.55. President and Chief Executive Officer of Sprint Nextel. Before becoming the President and Chief Executive Officer of Sprint Nextel on December 17, 2007, Mr. Hesse was Chairman, President, and Chief Executive Officer of Embarq Corporation, the separate company formed from Sprint’s former Local Telecommunications Division in 2006.Corporation. He served as Chief Executive Officer of Sprint’s Local Telecommunications Division from June 2005 until the Embarq spin-off.spin-off in May 2006. Before that, Mr. Hesse served as Chairman, President and Chief Executive Officer of Terabeam Corp., a wireless telecommunications service provider and technology company, from 2000-2004. Prior to serving at Terabeam Corp., Mr. Hesse spent 23 years at AT&T during which he held various senior management positions, including President and Chief Executive Officer of AT&T Wireless Services. He is a directorserves on the board of VFdirectors of Clearwire Corporation and also serves on the National Board of Governors of the Boys and Girls Clubs of America. Mr. Hesse has served as one of our directors since December 2007.
V. Janet Hill, age 60.61. Since 1981, Mrs. Hill has been Vice President of Alexander & Associates, Inc., a corporate consulting firm. Mrs. Hill also serves as a director of Wendy’s International,Wendy’s/Arby’s Group, Inc. and Dean Foods, Inc. Mrs. Hill served as a director of Nextel Communications, Inc. from November 1999 until its merger with Sprint Corporation in August 2005, and she has served as one of our directors since 2005.
Irvine O. Hockaday,Frank Ianna, Jr., age 71. Retired59. Chief Executive Officer and Director, Attila Technologies LLC, a Technogenesis® Company incubated at Stevens Institute of Technology. Mr. Ianna retired from AT&T in 2003 after a 31-year career serving in various executive positions, most recently as President of Network Services. Following his retirement, Mr. Ianna served as a business consultant, executive and board member for several private and nonprofit enterprises. Mr. Ianna is a director of Tellabs, Inc. and Clearwire Corporation. Mr. Ianna has served as one of our directors since March 2009.
Sven-Christer Nilsson, age 64. Owner and Founder, Ripasso AB, Ängelholm, Sweden, a private business advisory company. Mr. Nilsson serves as an advisor and board member for companies throughout the world. He previously served in various executive positions for The Ericsson Group from 1982 through 1999, including as its President and Chief Executive Officer from 1998 through 1999. Mr. Nilsson is a director of Hallmark Cards,Ceva, Inc., Tilgin AB, and Assa Abloy AB. He serves as the Chairman of Swedish ICT Research AB, an industrial research institute in the information technology and communications field, and as the Chairman of the Swedish Public Service Broadcasting Foundation. Mr. Nilsson has served as one of our directors since November 2008.
William R. Nuti, age 45. Chairman of the Board, Chief Executive Officer and President of NCR Corporation, a manufacturerglobal technology company. Mr. Nuti has served as Chief Executive Officer and President of greeting cards.NCR since August 2005, and as Chairman of NCR since October 2007. Before joining NCR, Mr. HockadayNuti had served as President and Chief Executive Officer of Hallmark Cards,Symbol Technologies, Inc. from 19852003 to 2001. He is a director2005, and as President and Chief Operating Officer of Aquila, Inc., Crown Media Holdings, Inc., Ford Motor Company,Symbol Technologies from 2002 to 2003. Mr. Nuti joined Symbol Technologies in 2002 following more than 10 years at Cisco Systems, where he advanced to the dual role of senior vice president of the company’s Worldwide Service Provider Operations and Estee Lauder, Inc.senior vice president of U.S. Theater Operations. Mr. HockadayNuti has served as one of our directors since June 1997.2008.

Rodney O’Neal, age 54.55. Chief Executive Officer and President of Delphi Corporation, a global supplier of mobile electronics and transportation systems. Mr. O’Neal has served as Chief Executive Officer and President of Delphi since January 2007. He previously served as President and Chief Operating Officer of Delphi from January 2005 until January 2007. In 2000, Mr. O’Neal was named Executive Vice President of the former Safety, Thermal & Electrical Architecture Sector at Delphi. In 2003, he was named president of the Dynamics, Propulsion, and Thermal Sector. Previously, he served in a variety of domestic and international operating assignments for both Delphi and its former parent company, General Motors. He is a director of The Goodyear Tire & Rubber Company. Mr. O’Neal has served as one of our directors since August 2007.
Ralph V. Whitworth, age 52. Since 1996, Ralph Whitworth has been a Principal of Relational Investors LLC, a registered investment advisor. He is the former Chairman of the Board of Apria Healthcare Group Inc., and Waste Management, Inc. He is also a former director of Mattel, Inc., Tektronix, Inc., and Sirius Satellite Radio, Inc. He is currently a director of Sovereign Bancorp, Inc. and Titan Investment Partners, LLC, a privately held investment fund which focuses on emerging companies. Mr. Whitworth has served as one of our directors since February 2008.

Our boardBoard of directorsDirectors recommends that you voteforthe election of the nineten nominees for director in this Proposal 1.

DirectorsDirector Not Standing for Re-Election

The following information is given with respect to Messrs. Bane, Drendel and Swanson and Ms. Lorimer,Irvine O. Hockaday, Jr. who areis not standing for re-election at our annual meeting. Messrs. Bane, Drendel and Swanson and Ms. LorimerMr. Hockaday will continue to serve on our board until the annual meeting.

Keith J. Bane,Irvine O. Hockaday, Jr., age 68. Mr. Bane retired in March 2003 as Executive Vice72. Retired President and President, global strategy and corporate developmentChief Executive Officer of Motorola,Hallmark Cards, Inc., a position that he had held since May 2000. From March 1997 until May 2000,manufacturer of greeting cards. Mr. BaneHockaday served as Executive Vice President and President, Americas regionChief Executive Officer of Motorola. From 1973Hallmark Cards, Inc. from 1985 to August 1997, Mr. Bane held various senior management positions with Motorola. Mr. Bane served as2001. He is a director of Nextel Communications,Crown Media Holdings, Inc. from July 1995 until its merger with Sprint Corporation in August 2005,, Ford Motor Company, and heEstee Lauder, Inc. Mr. Hockaday has served as one of our directors since 2005.June 1997.
Frank M. Drendel, age 63. Mr. Drendel has served as Chairman and Chief Executive Officer of CommScope, Inc., a manufacturer of coaxial cable and supplier of high-performance electronics cables, since 1976. Mr. Drendel is also a director of the National Cable Television Association. Mr. Drendel served as a director of Nextel Communications, Inc. from August 1997 until its merger with Sprint Corporation in August 2005, and he has served as one of our directors since 2005.
Linda Koch Lorimer, age 56. Vice President and Secretary of the University, Yale University. She is the Lead Director of McGraw-Hill, Inc., and a director of Yale-New Haven Hospital and a trustee of Hollins University. Before becoming Vice President and Secretary of Yale University in 1993, Ms. Lorimer was President of Randolph-Macon Woman’s College for more than six years. She has served as the President of the Board of the American Association of Colleges and Universities and as Vice Chair of The Center for Creative Leadership. Ms. Lorimer has served as one of our directors since March 1993.
William H. Swanson, age 59. Chairman and Chief Executive Officer of Raytheon Company, a technology leader specializing in defense, homeland security and other government markets throughout the world. Before adding the responsibilities of chairman to his position in January 2004, he was Chief Executive Officer and President of Raytheon. Prior to that, he was President of the company, responsible for Raytheon’s government and defense operations. Mr. Swanson joined Raytheon in 1972 and has held a wide range of leadership positions. Mr. Swanson has served as one of our directors since September 2004.

Compensation of Directors

The following table provides compensation information for our current and former directors who served during 2007.2008. Because Mr. Whitworth’sIanna’s service did not commence until February 2008.March 2009, he is not listed in the table below. Compensation information for Mr. Hesse, our President and Chief Executive Officer, and Gary D. Forsee, our former Chairman, President and Chief Executive Officer, can be found in the “Executive Compensation” section of this proxy statement.

On June 9, 2008, the board’s Compensation Committee granted 10,965 RSUs to Mr. Nuti. On November 5, 2008, the board’s Compensation Committee granted 10,144 RSUs to Mr. Nilsson, with such grant becoming effective as of November 10, 2008, which was the effective date of Mr. Nilsson’s board appointment.

This table includes options granted to Mr. Hockaday and Ms. Lorimer under Sprint’s 1997 Long-Term Stock Incentive Program in February 2002. Options granted to Mrs. Hill were granted under the Nextel incentive equity plan prior to the Sprint-Nextel merger. Since the merger, we have not issued stock options to our outside directors as part of our outside director compensation program.

(3)

Consists of tax gross-up payments made in 2008 for certain benefits provided in 2007, tax gross-up payments made in 2009 for certain benefits provided in 2008 and charitable matching contributions in 2008 of $2,500 made with respect to Mr. Bethune and $5,000 made with respect to each of Messrs. Hance, Hockaday and Swanson. Our Sprint Foundation matching gift program and other benefits are described below on page 17. Beginning in 2006, no tax gross-ups are provided on the value of communications services and equipment utilized by our outside board members.

(4)

Messrs. Glasscock, Hockaday and Swanson participated in our Directors’ Shares Plan in 20072008 and elected to use their annual and additional retainer fees and meeting fees to purchase shares of our common stock in lieu of receiving cash payments. Ms. Lorimer participated in our Deferred Compensation Plan and elected to defer receipt of her retainer and meeting fees. Our Directors’ Shares Plan and our Deferred Compensation Plan are described below on page 15.

August 7, 2007, the board also granted 3,776 shares of common stock to Mr. Bennett who was appointed to the board on October 8, 2006 and was not eligible to receive a grant of prorated RSUs at the time of his appointment. In making the special grant to Mr. Bennett, the board wished to compensate him under the director compensation program for services rendered for the time period between his appointment to the board on October 8, 2006 and the 2007 annual meeting on May 8, 2007.

we have not issued stock options to our outside directors as part of our outside director compensation program. In connection with the May 17, 2006 spin-off of Embarq, each outstanding option held by our outside directors was adjusted by multiplying the number of shares subject to the option by 1.0955 and dividing the exercise price by the same number. 16.

(5)	Consists of tax gross-up payments made in 2007 for certain benefits provided in 2006,Mr. Nilsson joined our board effective November 10, 2008.

(6)	Mr. Nuti joined our board on June 9, 2008.

(7)	Messrs. Bane, Drendel and charitable matching contributions of $3,795 made with respect to Swanson and Ms. Lorimer retired from our board on May 13, 2008.

(8)

Mr. HanceWhitworth joined our board on February 11, 2008 and $5,000 made with respect to Mr. Hockaday. Our Sprint Foundation matching gift program and other benefits are described belowresigned from our board on page 16. Beginning in 2006, no tax gross-ups are provided on the value of communications services and equipment utilized by our outside board members.October 23, 2008.

Our outside directors are directors who are not employees of our company. The compensation of our outside directors is partially equity-based and is designed to comply with ourCorporate Governance Guidelines, which provide that the guiding principles behind our outside director compensation practices are: (1) alignment with shareholder interests, (2) preservation of outside director independence and (3) preservation of the fiduciary duties owed to all shareholders. Our outside directors are directors who are not employees of our company.

Mr. Hance, our Chairman, received a prorated portion of the $75,000 Lead Independent Director annual retainer for the period beginning October 8, 2007 (when the Lead Independent Director position was combined with the Chairman position) and ending December 31, 2007. In February 2008, our board approved the payment of a $150,000 annual retainer to Mr. Hance, as described below, which is being paid to him in lieu of the former Lead Independent Director retainer. Our outside directors are also reimbursed for direct expenses relating to their activities as members of our board of directors.

Annual Retainers, Additional Retainers and Meeting Fees

Our outside directors are each paid $70,000 annually plus meeting fees and the following additional retainers:

For each meeting attended, we pay our outside directors the following fees:

As discussed above, our directors are entitled to participate in our Deferred Compensation Plan, a nonqualified and unfunded plan under which our outside directors can defer receipt of all or part of their annual and additional retainer fees and meeting fees into various investment funds and stock indices, including a fund that tracks our common stock. In 2007,2008, Ms. Lorimer participated in our Deferred Compensation Plan. Also, as discussed above, our directors may participate in our Directors’ Shares Plan, under which they can elect to use all or part of their annual and additional retainer fees and meeting fees to purchase shares of our common stock in lieu of receiving cash payments. Our outside directors can also elect to defer receipt of these shares. In 2007, 2008,

Messrs. Glasscock, Hockaday and Swanson participated in our Directors’ Shares Plan. On an annual basis, our outside directors are given the opportunity to either enroll in or discontinue their participation in one or both of these plans.

Restricted Stock Units

Each of our outside directors receives ana targeted annual grant of $100,000 in RSUs representing shares of our common stock. Generally, the RSUs are granted each year aton the date of the annual meeting of shareholders and each grant vests in full upon the subsequent annual meeting. On June 26, 2007, our board revised the director compensation program to provide anyAny new outside board member joining the board on or after June 26, 2007 withreceives a grant of prorated RSUs upon his or her appointment that vestvests in full upon the subsequent annual meeting. The dollar value of the outside directors’ targeted annual grant ($100,000) is prorated for the time period between the date of the director’s initial appointment to the board and the date of the subsequent annual meeting. The prorated RSU grant is intended to offer a more competitive compensation package to our outside directors, immediately align the interests of outside directors with our shareholders’ interests, and be more consistent with the manner in which the cash retainers are paid.paid upon an outside director joining the board.

Stock Ownership Guidelines

Our director stock ownership guidelines require our outside directors to hold equity or equity interests in our common stock with a value of at least $140,000, which is two times the annual retainer fee. Each outside director is expected to meet this ownership level by the second anniversary of the director’s initial election or appointment to the board. Our director stock ownership guidelines provide the board with flexibility to grant exceptions based on its consideration of individual circumstances. AllAs of December 31, 2008, of our current outside directors who have served on our board for two or more years, areone was in compliance with our director stock ownership guidelines and five were not in compliance with our director stock ownership guidelines due to the reduction in our share price that occurred during 2008. The same stock and stock equivalents that count towards the stock ownership guidelines for our executive officers (as described below under “Executive Compensation—Compensation Discussion and Analysis”) are used to determine our outside directors’ compliance with the director stock ownership guidelines.

In addition, active outside directors are required to retain for a period of at least 12 months all shares or share equivalents (e.g., options or RSUs) received from us, except for shares (i) sold for the payment of taxes as a result of shares becoming available to the outside director or (ii) delivered to pay for the acquisition of additional shares through the exercise of a stock option or otherwise. The 12-month period begins on the date any restrictions or vesting periods have lapsed on the shares or share equivalents (including stock options). The outside directors are subject to this holding period until they leave our board.

Other Benefits

We believe that it serves the interests of our company and our shareholders to enable our outside directors to utilize our communications services. Accordingly, each outside director mayis entitled to receive up to twoan unlimited number of wireless units, and one connection cardincluding accessories, and the related wireless service, wireline long distance services and internationallong distance calling cards.cards with a maximum limit of $12,000 per year. Outside directors may also receive specialized equipment, such as a repeater or AIRAVE^TM device, on an as-needed basis, with equipment valued at greater than $1,000 requiring Compensation Committee approval. In addition to the value of the communications service, the value of any additional services and features (e.g.(e.g., ringers, call tones, directory assistance), and the lease value of the wireless devices, replacements and associated accessories are included in the value of the communications benefit. The value of any communications benefits realized by a director is subject to federal, state or local income taxes, which taxes are paid by the director. There may be other circumstances in which units are provided to board members (such as demonstration, field testing and training units)units, or units for use while traveling internationally); these units must be returned or they will be converted to a consumer account and applied toward the wireless units under this communications benefit once the units reach production.

Under our charitable matching gifts program, the Sprint Foundation matches contributions made to qualifying organizations on a dollar-for-dollar basis, up to the annual donor maximum of $5,000. The annual maximum contribution per donor, per organization is $2,500. As described in the director compensation table, Messrs. Bethune, Hance, Hockaday and HockadaySwanson were the only outside directors for whom the Sprint Foundation provided matching charitable contributions in 2007.2008.

Except as described in this paragraph, weWe currently do not offer retirement benefits to outside directors. Ms. Lorimer isdirectors, and none of our onlycurrent outside director who isdirectors are eligible to receive benefits under a pre-existing retirement plan originally adopted by our board of directors in 1982. The board amended thethat retirement plan in 1996 to eliminate the

retirement benefit for any outside director who did not have five years of credited service as of the date of the amendment. Ms. Lorimer was deemed as having over five years of credited service at the time the retirement benefit was eliminated as a result of her years of service on the board of Centel Corporation, with which we merged in 1993. Following her departure from our board, Ms. Lorimer will receive monthly benefit payments equal to the monthly fee (not including meeting fees or additional retainers) being paid to outside directors at the time of her retirement. The monthly retirement benefit would be $5,833 while the current $70,000 annual retainer remains in effect, and the number of monthly benefit payments to Ms. Lorimer will be 120 payments.

Corporate Governance Matters

Our board and senior management devote considerable time and attention to corporate governance matters. We maintain a comprehensive set of corporate governance initiatives that include the following:

We value the views of our shareholders and other interested parties. Consistent with this approach, our board has established a system to receive, track and respond to communications from shareholders and other

interested parties addressed to our board or to our outside directors. A statement regarding our board

communications policy is available atwww.sprint.com/governance.Any shareholder or other interested party who wishes to communicate with our board or our outside directors may write to Board Communications Designee, Sprint Nextel Corporation, 2001 Edmund Halley Drive, Mailstop VARESPO513-503, Reston, VA 20191,6200 Sprint Parkway, Overland Park, KS 66251, KSOPHF0302-3B424, or send an email toboardinquiries@sprint.com. Our board has instructed the Board Communications Designee to examine incoming communications to determine whether the communications are relevant to our board’s roles and responsibilities. The Board Communications Designee will review all appropriate communications and report on the communications to the chair of or the full Nominating and Corporate Governance Committee, the Chairman of our full board, or the outside directors, as appropriate. The Board Communications Designee will take additional action or respond to letters in accordance with instructions from the relevant board source. Communications relating to accounting, internal accounting controls, or auditing matters will be referred promptly to members of the Audit Committee in accordance with our policy on communications with the board of directors.

James H. Hance, Jr. currently serves as our Chairman. As detailed in ourCorporate Governance Guidelines, the responsibilities and authority of our Chairman are designed to facilitate the board’s oversight of management and ensure the appropriate flow of information between the board and management, and include the following:

The Chairman and the other directors may, from time to time, with the CEO’s knowledge and in most instances with members of management present, meet with outside parties on issues of importance to all shareholders.

A current copy of ourCorporate Governance Guidelinesand the charters for all standing committees of the board are available atwww.sprint.com/governance.They may also be obtained by writing to Sprint Nextel Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B424, Overland Park, Kansas 66251 or by email atshareholder.relations@sprint.com.

Independence of Directors

Our board has adopted a definition of director independence that in several areas exceeds the listing standards of the NYSE. OurCorporate Governance Guidelines require that at least two-thirds of our board be independent. Under ourCorporate Governance Guidelines, our board will determine affirmatively whether a director is “independent” on an annual basis and disclose these determinations in our annual proxy statement. That determination is set forth below. A director will not be independent unless the board, considering all relevant circumstances, determines that the director does not have a material relationship with us, including any of our consolidated subsidiaries. A director will not be independent if:

Our board may determine that a director who does not meet the standards in the fifth, sixth or eighth bullet points above nevertheless is independent. Following any such determination, our board will disclose a detailed explanation of its determination in our annual proxy statement. In no event will our board make such determination for a director for more than two consecutive years.

Our board uses the following definitions to determine director independence:

In determining the independence of the outside directors, our board considered whether our outside directors, their immediate family members, and the companies with which they are employed as an executive officer (if applicable) have any relationships with our company that would prevent them from meeting the independence standards listed above, as well as the listing standards of the NYSE. In performing its review, our board considered the responses provided by the outside directors in their director questionnaires and determined that the following director nominees for re-election at the 20082009 Annual Meeting have no material relationship with our company and are independent using the definition described above: Mrs. Hill and Messrs. Bennett, Bethune, Glasscock, Hance, Hockaday, O’NealIanna, Nilsson, Nuti and Whitworth.O’Neal. Based on these standards, each of our outside directors who are standing for re-election are independent directors. The Audit Committee, the Finance Committee, the HC&CCCompensation Committee, and the Nominating and Corporate Governance Committee are composed entirely of independent directors.

Board Committees and Director Meetings

Board Meetings

During 2007,2008, our board of directors held six regular meetings and 14 special17 meetings. Our board of directors has the following standing committees: an Audit Committee, a Finance Committee, an HC&CC,a Compensation Committee, an Executive Committee and a Nominating and Corporate Governance Committee. Directors are expected to devote sufficient time to prepare properly for and attend meetings of our board, its committees and executive sessions, and to attend our annual meeting of shareholders. All directors attended at least 75% of the meetings of the board and board committees on which they served during 2007,2008, and eight12 of the ten13 directors who served on our board at the time of our 20072008 annual meeting attended that annual meeting.

Meetings of Outside Directors

In addition to board and committee meetings, our outside directors met 14eight times in 20072008 without management present. Our Lead Independent Director chaired the meetings of our outside directors, and following the appointment of our Chairman on October 8, 2007, he has chaired these meetings.

The Audit Committee

The primary purpose of the Audit Committee is to assist our board in fulfilling its oversight responsibilities with respect to:

The Audit Committee also has sole authority for the appointment, retention, termination, compensation, evaluation and oversight of our independent registered public accounting firm. The committee’s principal responsibilities in serving these functions are described in the Audit Committee Charter that was adopted by our board of directors and is annually reviewed and revised as necessary.

Current copies of the Audit Committee Charter and our code of ethics,The Sprint Nextel Code of Conduct, both of which comply with SEC rules and the NYSE corporate governance standards, are available atwww.sprint.com/governance.Copies of the Audit Committee Charter andThe Sprint Nextel Code of Conductmay also be obtained by writing to Sprint Nextel Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B424, Overland Park, Kansas 66251, or by email atshareholder.relations@sprint.com.

The Sprint Nextel Code of Conductdescribes the ethical and legal responsibilities of directors and employees of our company and our subsidiaries, including senior financial officers and executive officers. All of our directors and employees (including all senior financial officers and executive officers) are required to comply withThe Sprint Nextel Code of Conduct.In support of the ethics code, we have provided employees with a number of avenues for the reporting of potential ethics violations or similar concerns or to seek guidance on ethics matters, including a 24/7 telephone helpline. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission by our employees of any concerns regarding questionable accounting or auditing matters to the Ethics Helpline at 1-800-788-7844, by mail to the Audit Committee, c/o Sprint Nextel Corporation, 2001 Edmund Halley Drive, Mailstop VARESPO513-503, Reston, VA 20191,6200 Sprint Parkway, Overland Park, KS 66251, KSOPHF0302-3B424, or by email toboardinquiries@sprint.com. Our Chief Ethics Officer reports regularly to the Audit Committee and annually to the entire board on our Ethics and Compliance program.

The Chair of the Audit Committee is Mr. Hance. The other members are Messrs. Bane, Bennett and Glasscock. Each of the members is financially literate and able to devote sufficient time to serving on the Audit Committee. Our board has determined that each of the Audit Committee members is an independent director under the independence requirements established by our board and the NYSE corporate governance standards. Our board has also determined that Messrs. Bennett, Glasscock and Hance each possess the qualifications of an “audit committee financial expert” as defined in SEC rules. The Audit Committee met seventen times in 2007.2008.

The Finance Committee

The primary functions of the Finance Committee include:

The committee’s principal responsibilities in serving these functions are described in the Finance Committee Charter that was adopted by our board of directors and is annually reviewed and revised as necessary.

The Chair of the Finance Committee is Mr. Bennett. The other members are Messrs. Bane, Glasscock Hance, Swanson and Whitworth.Hance. Each member of the Finance Committee satisfies the independence requirements established by our board and the independence requirements of the NYSE corporate governance standards. The Finance Committee met 1218 times in 2007. 2008.

A current copy of the charter for the Finance Committee is available atwww.sprint.com/governance. It may also be obtained by writing to Sprint Nextel Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B424, Overland Park, Kansas 66251, or by email atshareholder.relations@sprint.com.

The Human Capital and Compensation Committee

The primary functions of the HC&CCCompensation Committee include:

revised as necessary. Additional information regarding the HC&CC’sCompensation Committee’s processes and procedures can be found below in “Executive Compensation—Compensation Discussion and Analysis.” Generally, the committee’s primary processes for establishing and overseeing outside director compensation and the role of company personnel and compensation consultants are similar to those regarding executive compensation. Any appropriate changes to outside director compensation are made following recommendation to the board by the HC&CC, with input from the Nominating and Corporate GovernanceCompensation Committee. In accordance with its charter, the HC&CCCompensation Committee may delegate authority to subcommittees or any committee member when appropriate.

The Chair of the HC&CCCompensation Committee is Mr. Swanson.Bethune. The other members are Mrs. Hill Ms. Lorimer and Messrs. Bethune, O’NealNuti and Whitworth.O’Neal. Each member of the HC&CCCompensation Committee satisfies the independence requirements established by our board and the independence requirements of the NYSE corporate governance standards. The HC&CCCompensation Committee met ten14 times in 2007.2008.

A current copy of the charter for the HC&CCCompensation Committee is available atwww.sprint.com/governance.It may also be obtained by writing to Sprint Nextel Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B424, Overland Park, Kansas 66251, or by email atshareholder.relations@sprint.com. The charter was adopted by our board of directors and is annually reviewed and revised as necessary.

Compensation Committee Interlocks and Insider Participation

Messrs. Bethune, O’Neal and Swanson, Mrs. Hill and Ms. Lorimer served on the HC&CCCompensation Committee during 2007.2008. There were no compensation committee interlocks or insider participation during 2007.2008.

The Executive Committee

The primary function of the Executive Committee is to exercise powers of the board on matters of an urgent nature that arise between regularly scheduled board meetings.

The Chair of the Executive Committee is Mr. Hesse. The other members are Messrs. Bennett, Bethune, Hance Hockaday and Swanson.Hockaday. The Executive Committee did not meet in 2007.2008.

The Nominating and Corporate Governance Committee

The primary function of the Nominating and Corporate Governance Committee is to ensure that our company has effective corporate governance policies and procedures and an effective board and board review process. In fulfilling this function, the committee:

In evaluating prospective candidates or current board members for nomination, the Nominating and Corporate Governance Committee considers all factors it deems relevant, including, but not limited to, the candidate’s: (1) character, including reputation for personal integrity and adherence to high ethical standards,standards; (2) judgment,judgment; (3) knowledge and experience in leading a successful company, business unit or other institution,institution; (4) independence from our company,company; (5) ability to contribute diverse views and perspectives,perspectives; (6) business acumenacumen; and (7) ability and willingness to devote the time and attention necessary to be an effective director — all in the context of an assessment of the needs of the board at that point in time.

The Nominating and Corporate Governance Committee reviews with the board the appropriate characteristics and background needed for directors. This review is undertaken not only in considering new candidates for board membership, but also in determining whether to nominate existing directors for another term. The Nominating and Corporate Governance Committeecommittee determines the current director selection criteria and conducts searches for prospective directors whose skills and attributes reflect these criteria. To assist in the recruitment of new members to our board, the Nominating and Corporate Governance Committeecommittee employs one or more third-party search firms. All approvals of nominations are determined by the full board.

It is the policy of the Nominating and Corporate Governance Committee also to consider candidates recommended by shareholders. These recommendations should be sent to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Sprint Nextel Corporation, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B424, Overland Park, Kansas 66251. To be timely, your recommendation must be received by our Corporate Secretary between December 15, 200813, 2009 and January 13, 2009.12, 2010. Your recommendation must include the following for each candidate you intend to recommend:

The notice must also include your name and address and the class and number of shares of our stock that you own.

Majority Voting

On February 27, 2007, our board approved amendments to ourOur bylaws to provide that each nominee for director in an uncontested election will be elected if the votes cast for that nominee exceed the votes cast against that nominee. Votes cast do not include abstentions and broker

non-votes. The date for determining if an election is contested or uncontested has been set at 14 days before we file our definitive proxy statement. This requirement is intended to help us determine for our proxy statement whether director nominees will be elected under a majority or plurality standard prior to soliciting proxies.

In connection with the amendments to our bylaws establishing a majority vote standard for the election of directors in uncontested elections, our board also amended ourOurCorporate Governance Guidelinesto provide that an incumbent nominee who fails to receive a majority ofreceives fewer votes cast“for” than “against” in an uncontested election is expected to tender promptly his or her resignation. The Nominating and Corporate Governance Committeecommittee will recommend, and the board will determine, whether or not to accept the tendered resignation within 90 days of the certification of the shareholder vote with respect to the director election. Our board’s decision will be publicly disclosed.

In connection with the board’s three-year independent director evaluation in February 2006, the board agreed to permit the rights issuable pursuant to our rights plan to expire in June 2007 in accordance with the plan. We currently do not have a shareholder rights plan in place.

The Chair of the Nominating and Corporate Governance Committee is Mr. Hockaday. The other members are Mrs. Hill Ms. Lorimer and Messrs. Bethune, Ianna, Nilsson and O’Neal. Each member of the Nominating and Corporate Governance Committee satisfies the independence requirements established by our board and the independence requirements of the NYSE corporate governance standards. The Nominating and Corporate Governance Committee met sixeight times in 2007.2008.

A current copy of the charter for the Nominating and Corporate Governance Committee and ourCorporate Governance Guidelinesare available atwww.sprint.com/governance. They may also be obtained by writing to Sprint Nextel Shareholder Relations, 6200 Sprint Parkway, Mailstop KSOPHF0302-3B424, Overland Park, Kansas 66251 or by email atshareholder.relations@sprint.com. TheLike the Nominating and Corporate Governance Committee charter, and theCorporate Governance Guidelines were adopted by our board of directors and are annually reviewed and revised as necessary.

The Transition Committee

In 2007, our board appointed a special Transition Committee, whose primary function was to oversee the search for a replacement CEO in connection with Mr. Forsee’s departure.

The Chair of the Transition Committee was Mr. Hockaday. The other members were Messrs. Bennett, Hance and Swanson. The Transition Committee met 14 times in 2007 until Mr. Hesse was appointed President and CEO in December 2007, at which time the Transition Committee’s function was complete.

Audit Committee Report

The Audit Committee has reviewed and discussed our audited consolidated financial statements with management. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as amended, relating to the auditors’ judgment about the quality of our accounting principles, judgments and estimates, as applied in our financial reporting.

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standardsapplicable requirements of the Public Company Accounting Oversight Board Standard No. 1 (Independence Discussionsregarding the independent registered public accounting firm’s communications with Audit Committees) that relates to the firm’saudit committee concerning independence, from our company and our subsidiaries and has discussed with the independent registered public accounting firm its independence.

The Audit Committee met with senior management periodically during 20072008 to consider the adequacy of our internal controls and discussed these matters with our independent registered public accounting firm and with appropriate financial personnel. The Audit Committee also discussed with senior management our disclosure controls and procedures and the certifications by our CEO and our Chief Financial Officer, which are required by the SEC for certain of our filings with the SEC. The Audit Committee met privately with the independent registered public accounting firm, our internal auditors and other members of management, each of whom has unrestricted access to the Audit Committee.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the board that our audited consolidated financial statements be included in our annual report on Form 10-K for the year ended December 31, 20072008 for filing with the SEC.

The Audit Committee

James H. Hance, Jr., Chair

Keith J. Bane

Robert R. Bennett

Larry C. Glasscock

Human Capital and Compensation Committee Report

The HC&CCCompensation Committee has reviewed and discussed Sprint Nextel’s Compensation Discussion and Analysis with management. Based on these reviews and discussions, the HC&CCCompensation Committee recommended to the board that Sprint Nextel’s Compensation Discussion and Analysis be included in this proxy statement.

The Human Capital and Compensation

Committee

William H. Swanson, Chair

Gordon M. Bethune, Chair

V. Janet Hill

Linda LorimerWilliam R. Nuti

Rodney O’Neal

Ralph V. Whitworth

Executive Compensation

Compensation Discussion and Analysis

This compensation discussion and analysis describes the compensation program for our named executive officers for 2007.2008.

Our named executive officers are: Daniel R. Hesse, President and CEO; Robert H. Brust, Chief Financial Officer, or CFO; Keith O. Cowan, President – Strategic Planning and Corporate Initiatives and Acting President – CDMA; Steven L. Elfman, President, Network Operations and Wholesale; Robert L. Johnson, Chief Service Officer; Paul N. Saleh, our former Chief Financial Officer; Barry J. West, Chief Technology Officer and President—4G Mobile Broadband; Timothy E. Kelly,CFO; William G. Arendt, our former Chief Marketing Officer; Kathryn A. Walker, Chief Network Officer;Acting CFO and Gary D. Forsee,Controller and former Senior Vice President and Controller; Leonard J. Kennedy, our former Chairman,General Counsel; and Mark E. Angelino, our former President and CEO. Effective January 1, 2008, we terminated the employment of Mr. Forsee without cause.– Sales & Distribution. On January 25, 2008, we terminated the employment of Messrs. Saleh and Kelly without cause.Angelino. On November 14, 2008, we terminated the employment of Mr. Arendt. On December 19, 2008, we terminated the employment of Mr. Kennedy. Based on SEC rules, we are required to include the former executive officers Messrs. Saleh, Arendt, Kennedy and Angelino as named executive officers in this proxy statement.

Objectives of our Executive Compensation Program

The compensation program for our named executive officers consists of a comprehensive package including a base salary and short- and long-term incentive opportunities. We also provide employee benefits. Our compensation program is designed to:

Our incentive plans tie executive remuneration to our performance, striking a balance between our short- and long-term performance, and between remuneration for achieving operating and financial objectives and producing a return for our shareholders. Target opportunities under our short- and long-term incentive plans comprise the substantial majority of the compensation packages of each of our executives, which we believe serves to motivate properly each ofnamed executive officers, motivating them to achieve our objectives.

Use of Compensation Consultants and Management Involvement

The HC&CCCompensation Committee annually retains a compensation consultant. The HC&CCCompensation Committee charter provides that, at least once every three years, it will retain a compensation consultant to report on whether our current compensation programs and arrangements provide an appropriate level of (1) compensation and retention incentive to principal senior officers, and (2) compensation to the non-employee members of the board of directors.

For 20072008 and 2008,year-to-date 2009, the HC&CCCompensation Committee has retained Frederic W. Cook & Co., Inc. as its independent compensation consultant. Frederic W. Cook & Co. provides no services to us other than advisory services for executive and director compensation and works with management only at the request and under the direction of the HC&CC. On March 12,Compensation Committee. In 2008, to ensure independence, the HC&CCCompensation Committee adopted a policy on executive compensation consultants that codifies this relationship. Frederic W. Cook & Co. has reviewed the compensation components and levels for our named executive officers and advised the HC&CCCompensation Committee on the appropriateness of our compensation programs, including our incentive and equity-based compensation plans, retention incentives and any proposed employment agreements, as these matters arose during the year. Frederic W. Cook & Co. also provides recommendations on new compensation plans, programs and arrangements, including those for Mr. Hesse, and assists with the design and drafting and provides an opinion on the reasonableness of such plans, programs or arrangements. Representatives of Frederic W. Cook & Co. attend HC&CCCompensation Committee meetings at the HC&CC’sCompensation Committee’s request and make themselves available to provide guidance to the HC&CCCompensation Committee on a variety of compensation issues as they arise. The primary point of contact at Frederic W. Cook & Co. communicates with the chair of the HC&CCCompensation Committee frequently and interacts frequently with all HC&CCthe Compensation Committee members independent of management.

Frederic W. Cook & Co. prepares the benchmarking data with respect to an annual peer group compensation survey and reviews the appropriateness of such data. Frederic W. Cook & Co. also reviews our process for determining, and the compensation decisions made with respect to, comparisons of our named executive officers and the officers of those companies included in our peer group and market benchmarking surveys.

Personnel in our human resources department support the work of the HC&CCCompensation Committee and its consultants. In addition, our CEO periodically discusses with the HC&CC matters regarding the design of compensation programs and the compensation levels of our other named executive officers and certain key personnel.personnel with the Compensation Committee.

Use of Peer Group and Market Survey Benchmarking Data

The primary data considered by the HC&CCCompensation Committee in determining the elements of annual compensation is the peer group data and the market survey data. As a benchmarking process and in order for the HC&CCCompensation Committee to understand how our current compensation structure aligns with the external market,

the Compensation Committee compared the median and 75th75^th percentile compensation level for each element of compensation of executives from groups of telecommunications and high-technology companies with the compensation of each of our named executive officers. For 2007,2008, we derived this data from two sources: a market data assessment of a peer group of companies conducted by Frederic W. Cook & Co. and market survey data compiled by Towers Perrin.

Peer Group Data

The peer group was developed by Frederic W. Cook & Co. determined a median and 75th percentile compensation levelapproved by the Compensation Committee. To ensure that competitive data reasonably represents the external market in which we compete for each element of compensationtalent, companies are selected for the named executive officers of each of the following peer group based on similarity of companies:their business model and product offerings, as well as comparability from a size perspective. Size is assessed on a variety of bases, including annual revenue, market capitalization, net income and number of employees. The following table illustrates the companies included in the peer group in 2008:

Frederic W. Cook & Co. reviewed the compensation provided for the named executive officers of each of the peer group companies and provided the Compensation Committee with a summary of the market data, including the median and the 25^th and 75^th percentiles for each element of compensation.

When possible, Frederic W. Cook & Co. used the compensation of a peer group named executive officer with the same title or function as each of our named executive officers. In some cases, the titles of the named executive officers of our peer group companies did not closely match the titles or responsibilities of our named executive officers and, in these situations, Frederic W. Cook & Co. used the hierarchical pay compensation information of the executive officer with the same ranking in the peer group company’s proxy statement. For example, the compensation of our third highest paid named executive officer would be compared with the compensation of the third highest executive officer of the applicable peer group company. Because the data used in this analysis was based on compensation paid two years previously, the compensation amounts were adjusted for the estimated increase in the cost of labor for comparabilitylabor.

For purposes of benchmarking market rates and considering changes to the compensation recommended for the current year.

For 2008,of our named executive officers in 2009, we removed BellSouthAlltel Corporation (now known as AT&T) and Lucent TechnologiesVerizon Communications Inc. (now known as Alcatel Lucent)), each of which had been acquired,acquired. Additionally, Sun Microsystems, Texas Instruments and Xerox were added Hewlett-Packard Company due to its similar business model.the peer group of companies. These additional companies were included in the peer group to expand the comparison group and, thereby, improve the statistical reliability of the data.

Market Survey Data

We obtained survey data from Towers Perrin survey data that included the median and 75th75^th percentile compensation levels for each element of compensation for key executive positions of a group of telecommunications and high-technology companies that elect to participate in their surveys. The telecommunications and high-technology focus was intended to ensure that the companies included within the data sample represented those with similar business and financial models to ours and with which we most closely compete for top talent. The companies included in the 20072008 market survey were as follows:

This Towers Perrin survey aggregated the data of the participating telecommunications and high-technology companies. Where titles of our named executive officers do not match those of the officers of this composite group, we used the compensation for a position with a similar job function for purposes of our analysis. Because the data used in this analysis was based on compensation paid for the prior year, the compensation amounts were adjusted for the estimated increase in the cost of labor for comparability to the recommended compensation for the current year.

For 2008, we removed BellSouth Corporation and Cingular Wireless LLC (now known as AT&T) and Lucent Technologies Inc. (now known as Alcatel Lucent), each of which had been acquired or merged.labor.

Tax Deductibility of Compensation

Section 162(m) of the Internal Revenue Code or IRC, limits to $1 million the amount of non-performance-based remuneration that we may deduct from our taxable income in any tax year with respect to our Chief Executive OfficerCEO and the three other most highly compensated executive officers, other than the Chief Financial Officer,CFO, at the end of the year. Base salary, certain equity-based awards and perquisites and other personal benefits are not considered performance-based remuneration. A company, however, may deduct from its taxable income without regard to the $1 million limit the full value of all performance-based compensation under sectionSection 162(m), such as annual cash incentive compensation and stock option awards, if certain requirements are met, including that the maximum number of stock options that may be awarded and the maximum amount of other performance-based remuneration that may be payable to any one executive officer have been disclosed to and approved by shareholders prior to the award or payment. Our shareholders have approved limits on the

number of stock options and performance-based equity awards (such as RSUs subject to vesting or adjustment based on achievement of management objectives) to any one executive officer during a calendar year and the amount of other performance-based remuneration payable pursuant to awards to any one executive officer during a calendar year.

The HC&CCCompensation Committee considers Section 162(m) deductibility in designing our compensation program and incentive-based compensation plans. In general, we design our short-term and long-term incentives plans to be compliant with the performance-based compensation rules of Section 162(m), thereby ensuring full deductibility. However, in certain circumstances, the HC&CCCompensation Committee has determined it necessary in order to retain executives in and attract candidates for senior level positions to offer compensation packages in which the non-performance-based elements exceed the $1 million Section 162(m) limit.

In 2008 for Section 162(m) purposes under our short-term incentive compensation (or STIC) plan, the second through fourth quarters payouts were intended to be treated as performance-based compensation. With respect to our long-term incentive compensation (or LTIC) plan, the 2008 stock option awards and the performance unit and resulting RSU awards granted under our LTIC plan under the enhanced near-term incentive compensation opportunity (or ENTI), other than the performance unit and RSU awards to Mr. Hesse for the second and third quarters, were intended to be treated as performance-based compensation under Section 162(m). The 2008 time-based RSU award component of the LTIC plan does not satisfy the requirements to be considered performance-based compensation under Section 162(m).

Elements of Compensation

The HC&CCCompensation Committee annually reviews the compensation packages of our named executive officers and other key personnel, as presented in the form of “tally sheets,sheets.” thatThese tally sheets set forth all components of compensation, a summary of the outstanding equity holdings of each named executive officer as of year end and the value of such holdings under various assumed share prices, the present value of retirement benefits and other benefit plans and programs and perquisites. The tally sheets also set forth the estimated value that each of our named executive officer would realize upon separation from our company under various scenarios including: normal retirement; voluntary termination of employment with and without good reason; involuntary termination of employment with and without cause; termination of employment in connection with a change in control; and death or disability. The HC&CCCompensation Committee uses these tally sheets in connection with its consideration ofwhen considering adjustments to base salaries and awards of equity-based or other remuneration, and in establishing incentive plan opportunity levels. Although the HC&CCCompensation Committee reviews and considers the amounts realizable by our named executive officers under different termination scenarios, as well as the current stock and equity-based award holdings, value received upon vesting of previously awarded equity-based awards and exercise of in-the-money previously awarded stock options, these are not primary considerations in the assessment and determination of annual compensation for our named executive officers.

The following comprise the primary elements of the 20072008 compensation program for our named executive officers:

Element		Form of Compensation		Purpose		Performance Metric(s)Objective(s)
Long-Term Incentive		Non-qualified stock options and time-based RSUs, as well as performance-based RSUs granted under the ENTI.		Promotes our long-Create a strong long term objectives andfinancial create a strong financial incentive for achieving achieving or exceeding critical critical operating andgoals thereby financial objectives and producing positive returns for our shareholders and align aligns executive interests with those of shareholders, as well as enhancing executive retention.		With respect to performance-based RSUs consolidatedgranted under the ENTI, adjusted OIBDA margin of our coreOIBDA; post-paid operations for 2009; and cumulativewireless churn; free cash flow from operations for 2007 through 2009
Integration Overachievement Plan		Cash or RSUs		Performance-based incentive to promote merger integration, adjusted OIBDA marginflow; and resultscalls to aimed at increasing shareholder value		A variety of financial, operating and common stock performance measurescustomer care.

A summary of the primary elements of compensation with respect to each of our named executive officers for 20072008 is set forth in the table below.below:

Under the 2008 LTIC plan, the 50% portion of each plan participant’s targeted opportunity that remains following the allocation to the Performance Units will beunder the ENTI discussed above were made in a combination of non-qualified stock options and RSU awards, weighted equally based on grant date expected fair value.value on the date of grant. The HC&CCCompensation Committee made the allocation between stock options and RSU awards to reward our executive officers to the extent that they createcreated value for the shareholders and to ensure that the program supports our retention objectives.

The stock options will vest ratably in equal amounts on February 11, 2009, February 11, 2010 and February 11, 2011 and have an exercise price equal to the closing price of a share of our common stock on the date of the grant. The RSU awards, which are designed to enhance our retention of executive officers, will vest entirely on February 11, 2011.

2009 Compensation Determinations

2009 Short-Term Incentive Compensation Plan

In January 2009, the Compensation Committee established the performance objectives and other terms of our STIC plan for 2009. The HC&CC designed2009 STIC plan provides for a payment of incentive compensation based on the 2008LTICachievement of the following specified performance objective during 2009:

As compared to second through fourth quarters of 2008, the performance objectives for our 2009 STIC plan have changed by eliminating free cash flow as an objective and substituting it with post-paid net subscriber additions. Also, the objectives are weighted at different rates as compared to allow2008 because of our current business focus for 2009. The Compensation Committee believes that these changes are important in order to place a strong emphasis on the most critical objectives to drive turnaround and improve our performance in 2009.

For 2009, the Compensation Committee has established two six-month performance periods. The biannual approach was adopted in lieu of the quarterly approach used in 2008 because, although we believe we are making progress against key turnaround initiatives, the Compensation Committee wanted to maintain flexibility to revisit the performance schedule at mid-year. This flexibility enables the setting of goals that are sufficiently challenging to justify and support the costs associated with payout at various levels of performance and also protects against the possibility of a compensation windfall or deficit during a period in which the economic

environment is highly volatile. The first period is from January 1, 2009 through June 30, 2009, and the second is from July 1, 2009 through December 31, 2009. Each performance period has discrete performance objectives, and employees generally must be employed on December 31, 2009 in order to be eligible to receive compensation for both periods.

The award payment under the 2009 STIC plan will be determined based on our results using three variables:

Each of the performance objectives will have a threshold, target and maximum level of payment opportunity. The minimum payment opportunity is equal to 25% of the individual’s target opportunity, a target opportunity of 100% and a maximum payment opportunity is equal to 200% of the individual’s target opportunity. The determination of payments for the stock options granted under the plan to comply with IRC Section 162(m) performance-based requirements. The RSU component does not satisfy the requirements to be considered performance-based compensation under Section 162(m).

To properly motivate our named executive officers to achieve and exceed the financial and operating performance objectives, the HC&CC determined that it was in our best interest to design the RSU award notis intended to comply with the performance-based requirements under Section 162(m) performance-based requirements. Consequently, the value of the RSU awards under the plan was not subject to the individual limit approved by our shareholders.Internal Revenue Code.

Because Mr. Hesse’s employment agreement provides for an annual long-terma target opportunity under the STIC plan of not less than 170% of base salary—or $2,040,000 for 2009. Mr. Brust’s employment agreement provides for a target opportunity under the STIC plan of not less than 130% of base salary—or $1,300,000 for 2009. Mr. Cowan’s employment agreement provides for a target opportunity under STIC plan of not less than 125% of base salary—or $906,250 for 2009. Mr. Elfman’s employment agreement provides for a target opportunity under STIC plan of not less than 125% of base salary—or $812,500 for 2009. Mr. Johnson’s employment agreement provides for a target opportunity under the STIC plan of not less than 100% of base salary—or $460,000 for 2009.

The actual incentive opportunity withamounts paid under the 2009 STIC plan will be based on our actual results during 2009 in relation to the established performance objectives, and these payments may be greater or less than the target amounts that have been established.

2009 Long-Term Incentive Compensation Plan

In January 2009, the Compensation Committee established the 2009 performance objective and other terms of our LTIC plan. In light of the current economic conditions, in February 2009, the Compensation Committee decided that participants, including our senior management, should have at least a $10 million target15% reduction in their LTI awards for 2009. As compared to the 2008 LTIC plan, the 2009 plan varies in several areas. The 2009 LTIC plan shifted away from the ENTI to a three year Performance Unit award, as well as stock option awards in order to maximize shares available under the 2007 Omnibus Incentive Plan. In addition, although we dropped the free cash flow objective from the STIC plan for 2009, we have added it as the objective under the 2009 LTIC plan for the first year’s performance period, which is discussed in more detail below.

Subject to the 15% reduction described above, seventy-five percent of the value for 2008, $5 million of hiseach participant’s targeted opportunity will be allocatedin the form of non-qualified stock option grants, the number of which will be based on the value of each option determined using the Black-Scholes valuation model. The exercise price of each option was the closing price of our common stock on the grant date, and the options will vest ratably in equal amounts on February 25, 2010, February 25, 2011, February 25, 2012, and February 25, 2013.

Subject to Performance Units under the enhanced near-term opportunity15% reduction described above, the remaining 25% of the 2008 LTIC plan and the remaining $5 million will be allocated to grantsvalue of stock options and RSU awards. Because Ms. Walker’s target opportunity is $2 million, $1 million of hereach participant’s targeted opportunity will be made in the form of a Performance Unit award. The value of each Performance Unit is $1.00. The Performance Unit award is allocated equally to Performance Units under the enhanced near-term opportunityeach of the 2008 LTIC plan2009, 2010, and 2011 performance periods, and is payable in cash or unrestricted shares at the remaining $1 millionend of 2011. If paid out in shares of our common stock, the number of shares awarded will be allocated to grants of stock options and RSU awards. Because Mr. West will not participate indetermined by dividing the 2008 LTIC plan due to consideration that he will receive under his employment agreement, as amended on December 31, 2007, he will not be entitled to grants of Performance Units under the enhanced near-term opportunity of the 2008 LTIC plan, stock options or RSU awards.

Integration Overachievement Plan

Each of our named executive officers, other than Mr. Hesse, participated in our Integration Overachievement Plan, which was adoptedpayout amount by the HC&CC followingaverage high and low stock price on the Sprint-Nextel merger to promotedate the Compensation Committee approves the form of payment.

The Performance Unit payout will be based on our achievement of merger integration synergiesspecified results in each annual performance period. The performance objective for year one is free cash flow and results aimed at increasing shareholder value. The plan provided for incentive payments at specificincludes a threshold of 25%, a target amounts in 2008achievement level of 100% and a maximum achievement level of 200% based on the achievement of certain objectives following completionthose specified results. If the threshold performance goals are not attained, all of the 2006-2007Performance Units will be forfeited. The Compensation Committee may change the objective for the second and third annual performance period.

periods. The HC&CC determinedpayouts may be greater or less than the targeted opportunitytarget amounts that will be established. Except for each named executive officer based on each officer’s base salary and his or her role and expected impact in achieving the synergies that we anticipated realizing fromPerformance Unit award to Mr. Hesse, which is allocated to the integration of Sprint and Nextel and their respective operations.

Actual payouts could range from 0% to 150%2011 calendar year performance period, the design of the targeted opportunities based on our actual adjusted OIBDA margin for 2007 comparedplan is intended to the adjusted OIBDA margin objective of 30.1% that the HC&CC determined in February 2007, togethercomply with the following additional factors that the HC&CC may consider: our actual 2007 OIBDA; incremental free cash flow in 2006 and 2007 attributable to merger synergies; costs that we have incurred to achieve merger synergies; and the performance of our common stock relative to the Dow Jones U.S. Telecommunications Stock Index. We believed that our adjusted OIBDA margin and these additional factors were indicators of achievementperformance-based requirements under Section 162(m) of the expected benefits from merger integration and results aimed at increasing shareholder value. Because our adjusted OIBDA margin for 2007 of 28.8% was less than the

objective, and our actual performance did not compare favorably with the additional factors considered by the HC&CC, there was no payout under the Integration Overachievement Plan, which has since terminated and has not been replaced by any comparable plan.

The Integration Overachievement Plan did not meet the Section 162(m) performance-based requirements.Internal Revenue Code.

Retention Programs

The HC&CCCompensation Committee periodically evaluates whether we are at risk of losing the services of any of our named executive officers and other key personnel who we believe are critical to the success of our business. To ensure that we retain the employment of our named executive officers and other key personnel who we believe may be at particular risk of voluntarily terminating employment, with us, the HC&CCCompensation Committee from time to time awards cash bonuses, RSUs or stock options to further our retention objectives and promote a commonality of interests with shareholders. In determining to whom to make such an award, and the number of RSUs or stock options to be awarded, the HC&CCCompensation Committee considers the current stock and equity-based award holdings of each named executive officer and other key personnel under consideration. RSU awards made for retention purposes do not comply with the Section 162(m) performance-based requirements.

During 2007,2008, the HC&CCCompensation Committee awarded Mr. Saleh 159,163Arendt 20,824 RSUs that were scheduled to vest on June 25, 2010.9, 2009. This award vested upon Mr. Saleh’sArendt’s involuntary termination without cause on January 25,November 14, 2008 and is included in the Grants of Plan-Based Awards table. During 2008, the Compensation Committee also awarded Mr. Kennedy 29,462 RSUs that were scheduled to vest on June 9, 2009. This award vested upon Mr. Kennedy’s involuntary termination without cause on December 19, 2008, and is included in the Grants of Plan-Based Awards table. During 2008, the Compensation Committee also awarded Mr. Johnson 26,316 RSUs that are scheduled to vest June 9, 2009.

Employee Benefit Plans and Programs

Our compensation program includes a comprehensive array of health and welfare benefits. Our named executive officers participate in the same benefit programs, plans and arrangements that are provided to all of our eligible employees. We pay all of the costs for some of these benefit plans, and participants contribute a portion of the cost for other benefit plans.

Retirement Programs

Our retirement program includes a 401(k) plan. UnderFor 2008, under the Sprint Nextel 401(k) Plan, we match 100% of eachmatched participant’s contributions up to 5% of his or hereligible compensation regardless of the achievement of performance targets. For 2009, under the 401(k) Plan, we will match participant’s contributions up to 4% of eligible compensation from January 1, 2009 to March 6, 2009 and will not match participant’s contributions to the plan after March 6, 2009 unless we meet certain performance targets. The Compensation Committee made the determination that if we exceed our adjusted OIBDA target in 2009, as discussed under “2009 Compensation Determinations—2009 Short-Term Incentive Compensation Plan,” then 10% of the over achievement would be distributed to participants on a matching basis up to a maximum of 4% of their eligible compensation. The match for 2009, including any discretionary amount, will be made in the first quarter of 2010. The 401(k) planPlan provides the participants, with our help, the ability to add to their retirement benefits and the opportunity to build financial security for their future.

Those of our named executive officers who were employed with us prior to the Sprint-Nextel merger are entitled to receive retirement benefits under our traditional defined benefit pension plan and our supplemental executive retirement plan, or SERP. Following the Sprint-Nextel merger, we froze benefits under the pension plan and SERP. Plan participants who meet vesting requirements maintain their accrued benefit as of December 31, 2005 under the pension plan and SERP, but do not accrue additional benefits under either plan.

Under the terms of Mr. Forsee’s employment agreement, he is eligible to receive an annual retirement benefit equal to five percent of his covered compensation (generally, annual base salary plus actual annual incentive pay earned) for each calendar year of service beginning with 2003, up to a maximum of 65% of his covered compensation. This benefit will be offset by pension benefits payable to him by any former employer and by us under our traditional defined benefit pension plan and the SERP. Retirement benefits earned pursuant to Mr. Forsee’s employment agreement become payable, without reduction, on January 1, 2008. Effective January 1, 2008, Mr. Forsee began receiving about $84,325 per month payable for the remainder of his life.

Deferred Compensation

Our named executive officers are entitled to participate in the Sprint Nextel Deferred Compensation Plan, a nonqualified and unfunded plan under which they may defer to future years the receipt of certain compensation that would otherwise be paid to them in the year in which it was earned. The plan provides our named executive

officers the ability to increase their financial securitydefer income in addition to the 401(k) plan.Plan. Under the plan for 2008, we matchmatched contributions made by participantsour named executive officers in an amount up to 5% of eligible earnings above the applicable annual limit, which for 20072008 was $225,000,$230,000, to compensate highly-compensated employees for limitations placed on our 401(k) planPlan by federal tax law. Participants elect to allocate deferred and matching contributions among one or more hypothetical investment options, which include one option that tracks our common stock and other options that track broad bond and equity indices. Although Mr. Forsee was eligible to participate in the plan, he was not eligible to participate in the plan’s matching feature due to the retirement benefits that he was eligible to receive under his employment agreement. Messrs. Forsee, Saleh and KellyHesse participated in this plan during 2007.

Prior to2008. For 2009, none of the Sprint-Nextel merger, ournamed executive officers were eligible to participateare participating in our Executivethe Deferred Compensation Plan, or EDCP. Contributions no longer may be made to the EDCP, but it provides for two hypothetical investment options —one that is interest bearing and one that tracks the performance of our common stock —to which prior contributions credited to bookkeeping accounts may be allocated. The interest bearing account accrues interest at a per annum rate equal to the greater of Citibank’s prime rate in effect at the beginning of each month or 6%. Earnings on EDCP interest bearing accounts are considered above-market under applicable securities laws if they exceed a specified federal long-term rate.Plan.

The amount of matching contributions made by us to participating named executive officers and any above market earnings are included in the “All Other Compensation” column of the Summary Compensation Table.

Personal Benefits and Perquisites

We provide very few personal benefits and perquisites to our named executive officers. The few personal benefits and perquisites that we do provide are summarized in the footnotes to the Summary Compensation Table below, and consist primarily of occasional non-business use of our corporate aircraft, primarily for our Chief Executive OfficerCEO and Chief Financial Officer,CFO, and communications equipment installed in residences. The Compensation Committee established an overall security program for Mr. Hesse, our CEO, for our benefit. Under the security program, we currently provide Mr. Hesse with residential security systems and equipment, and he is required to use our aircraft for non-business as well as business travel. Mr. Hesse is permitted to have his family accompany him on the corporate aircraft for business and non-business travel. Mr. Brust, our CFO, has a provision in his employment agreement that allows the personal use of our corporate aircraft, which was part of a comprehensive compensation package negotiated with Mr. Brust. The Compensation Committee determined that this provision was necessary in order to attract Mr. Brust, who had a very specific skill set that we desired, to work for us following his retirement from Eastman Kodak Company, where he gained valuable experience working with a challenged company.

Executive Severance Policy

In 2003,The Compensation Committee decided, in its judgment, that severance to our boardnamed executive officers is needed to mitigate the risks associated with leaving their former employer or position and assuming the challenges of directors adopted ana new position, in addition to providing financial protection and transition to new employment opportunities. Under our executive severance policy. Under the policy, the board will seek shareholder approval for any future severance agreement or arrangement with a senior executive that provides (a) severance pay in excess of two times the senior executive’s base salary plus bonus and (b) continuation of group health, life insurance and other benefits up toin excess of 24-months following the executive’s termination. The policy permits (a)(x) accelerated vesting of RSUs, stock options and any other equity-based awards or (b)(y) continued vesting during the severance period of any such awards. The policy also requires that we seek shareholder approval of any future severance agreement or arrangement that provides for the reimbursement of excise taxes imposed under IRC Section 4999 to a senior level executive. Under the terms of Mr. Forsee’s employment agreement, entered into prior to the adoption of this policy, he was entitled to reimbursement of excise taxes related to severance payments made in connection with a change in control.

For additional information regarding severance benefits to which our named executive officers are entitled, see “—Potential Payments Upon Termination of Employment or Change of Control.”

Change in Control

The Sprint Nextel Change in Control Severance Plan, which became effective January 1, 2007, provides severance benefits to a select group of senior management, including Messrs. Hesse, Saleh, WestCowan, Elfman and Kelly and Ms. Walker,Johnson, in the event of a qualified termination of employment in connection with a transaction that results in a change in control of us. The plan is designed to increase the willingness of participants to remain with us notwithstanding the employment uncertainties related to a possible change in control of us. Mr. Forsee was not named as a participant in the plan because the HC&CC believed that his employment agreement provided appropriate benefits in the event of

If a transaction that resultscould result in a change in control.control was under consideration, we expect that our named executive officers would face uncertainties about how the transaction may affect their continued employment with us, which we believe would distract their attention from their day-to-day responsibilities. In the event of any transaction that would result in a change in control is proposed or under consideration, we believe it is in our shareholders’ best interest if our named executive officers remain employed with us. These arrangements accomplish this goal by providing each named executive officer with a meaningful severance benefit in the event that a change in control occurs and, within a specified period of time after the change in control, the named executive officers’ employment is involuntarily terminated without “cause” or voluntarily terminated for “good reason.” Any benefit received by an officer under a change-in-control agreement would be reduced to the extent of any severance benefit he may earn under any other applicable program or severance policy so that there would be no duplication of benefits.

Although the HC&CCCompensation Committee considers the estimated value an executive would realize upon termination in connection with a change in control, the HC&CCCompensation Committee does not rely heavily upon that information in deciding the elements of annual compensation for our named executive officers. Continued retention and management objectivity in very limited and unusual circumstances is the primary purpose of these change in control arrangements, and retention and motivation to achieve performance goals in a normal operating environment are the focus in establishing elements of annual compensation. For additional information regarding benefits upon a change in control of us to which our named executive officers are entitled, see “—Potential Payments Upon Termination of Employment or Change of Control.”

Clawback Policy

In 2007, our board implemented a “clawback” policy. The policy provides that, in addition to any other remedies available to us under applicable law, we may recover (in whole or in part) any bonus, incentive payment, commission, equity-based award or other compensation received by certain executives, including our named executive officers, if the board or any committee of the board determines that such bonus, incentive payment, commission, equity-based award or other compensation is or was based on any financial results or operating metricsobjectives that were impacted by the officer’s knowing or intentional fraudulent or illegal conduct, and our board or a committee of the board determines that recovery is appropriate.

Stock Ownership Guidelines

In August 2005, we adopted stock ownership guidelines for our executive officers, other members of our senior management team and our outside directors. The board believes ownership by executives of a meaningful financial stake in our company serves to align executives’ interests with those of our shareholders. Our guidelines require that our Chief Executive OfficerCEO hold shares of our common stock with a value equal to five times his base salary, and that the other named executive officers currently employed by us hold shares of our common stock with a value equal to three times their respective base salaries. Eligible shares and share equivalents counted toward ownership include:

Persons subject to the stock ownership guidelines have five years to achieve the ownership requirement beginning on the later of January 1, 2006 and the date on which the person becomes subject to the ownership guidelines. As of December 31, 2007, each of our named executive officers, except for2008, Messrs. Hesse, Cowan and West, had attained his or her respectiveJohnson are on track to achieve the five year ownership goal in advancetarget, but none have met 100% of the five-year deadline.stock ownership requirement. Messrs. Brust and Elfman were hired in 2008 and will have five years to meet their ownership requirement beginning in 2009.

Summary Compensation Table

The table below summarizes the compensation of our named executive officers that is attributable to the fiscal years ended December 31, 2008, 2007 and 2006. The named executive officers are our chief executive officerChief Executive Officer and president,President, our chief financial officer,Chief Financial Officer, and our three other most highly compensated executive officers ranked by their total compensation in the table below. In addition, our former Chairman, CEOChief Financial Officer, former Acting Chief Financial Officer, former General Counsel and Corporate Secretary, and former President, whose employment ended in 2007, isSales and Distribution are included. On January 25, 2008, we terminated the employment of Messrs. Saleh and Kelly without cause.

Each of our named executive officers has an employment agreement with us. With respect to Messrs. Saleh, Arendt and West,Kennedy, who were employed by Nextel prior to the Sprint-Nextel merger, we assumed the obligations under their respective employment agreements in connection with the merger.

For more information regarding our compensation philosophy and a discussion of the elements of our compensation program, see “—Compensation Discussion and Analysis.” For additional information on how our Compensation Committee views annual equity compensation, see “Supplement to the Summary Compensation Table” on page 44, which shows the value of stock and option awards granted to our named executive officers in 2008 based on grant date fair value and intrinsic value.

In 2007, represents a sign-on bonus for Mr. Hesse.

For 2006, represents amounts paid under our 2006 STIC plan during 2007 for service performed in 2006. Each named executive officer other than Mr. Forsee, received a payout under the 2006 STIC plan equal to 16.8% of their targeted opportunity, based on our actual performance in 2006 compared to the financial and operating objectives under the plan. Mr. Forsee elected not to receive a STIC plan payout for 2006.

(5)

For 2007, represents an estimate of the increase in the actuarial present value of Mr. Forsee’s accrued benefit under retirement plans in which Mr. Forsee participates of $5,163,440 which, pursuant to Mr. Forsee’s employment agreement, includes an additional 10% increase in the pension benefit multiplier due to his involuntary termination without cause, and above market nonqualified deferred compensation earnings for 2007 of $59,805. Also represents an estimate of the increase in the actual present value of Mr. Kelly’s and Ms. Walker’s accrued benefits under retirement plans in which they participate of $12,503 and $8,789, respectively. The change in pension value also reflects the increase in the assumed discount rate from 6.2% at December 31, 2006 to 6.4% at December 31, 2007. See the Pension Benefits table on page 49 for a discussion of pension-related assumptions.

For 2006, represents an estimate of the increase in the actuarial present value of Mr. Forsee’s accrued benefit under retirement plans in which Mr. Forsee participates of $1,114,616 and above market nonqualified deferred compensation earnings for 2006 of $50,600. The change in pension value also reflects the increase in the assumed discount rate from 5.75% at December 31, 2005 to 6.2% at December 31, 2006.

(6)

Consists of: (a) amounts contributed by us under our 401(k) and deferred compensation plans, (b) amounts paid in reimbursement of relocation expenses and relocation-related allowances, (c) severance benefits in connection with the termination of the employment, of Mr. Forsee, (d) perquisites and other personal benefits required to be disclosed and (e) tax gross-up payments made in connection with the foregoing and other benefits, as follows: