SPRINT NEXTEL CORPORATION CHANGE IN CONTROL SEVERANCE PLAN

1.01

Purpose of the Plan

1.02

Plan Status

1.03

Entire Plan

1.04

Administration

2.01

Defined Terms. For purposes of this Plan the following terms shall have the following meanings:

(a)

" Accounting Firm " means a nationally recognized accounting firm, or actuarial, benefits or compensation consulting firm (with experience in performing the calculations regarding the applicability Section 280G of the Code and of the tax imposed by Section 4999 of the Code) selected by the Corporation.

(b)

" Applicable Multiple " means the number specified under the heading "Applicable Multiple" on Appendix II for the Participant’s designated Severance Benefit Classification.

(c)

" Applicable Period " means the period specified under the heading "Applicable Period" on Appendix II for the Participant’s designated Severance Benefits Classification.

(d)

" Base Salary " means the annual base salary of any Participant, exclusive of any bonus, special pay or other benefits a Participant may receive, and for purposes of Article Four means such annual base salary in effect (i) on the date immediately preceding the date of the relevant Change in Control or (ii) on the date of the Participant’s termination of employment with a Company, whichever is higher.

(e)

" Board " means the Board of Directors of the Corporation.

(f)

" Business Transaction " has the meaning set forth in Section 2.01(h)(ii).

(g)

" Cause " means a termination of a Participant’s employment due to the Participant’s:

(i)

conviction of, or entering into a plea of either guilty or nolo contendere to, any felony, including, but not limited to, a felony involving moral turpitude, embezzlement, theft or similar act that occurred during or in the course of the Participant’s employment with a Company;

(ii)

willful and continued failure to substantially perform his duties for a Company, after receiving written notice from or on behalf of such Company and having had a thirty (30) day opportunity to cure the deficiency;

(iii)

willful misconduct or gross negligence that results in material harm to a Company; or

(iv)

willful violation of the Corporation’s policies that results in material harm to a Company.

(h)

" Change in Control " means the occurrence of any of the following events:

(i)

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

(A)

for purposes of this Section 2.01(h)(i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition of Voting Stock of the Corporation directly from the Corporation that is approved by a majority of the Incumbent Directors, (2) any acquisition of Voting Stock of the Corporation by the Corporation or any Subsidiary, (3) any acquisition of Voting Stock of the Corporation by the trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary, and (4) any acquisition of Voting Stock of the Corporation by any Person pursuant to a Business Transaction that complies with clauses (A), (B) and (C) of Section 2.01(h)(ii);

(B)

if any Person becomes the beneficial owner of thirty percent (30%) or more of combined voting power of the then-outstanding Voting Stock of the Corporation as a result of a transaction or series of transactions described in clause (1) of Section 2.01(h)(i)(A) above and such Person thereafter becomes the beneficial owner of any additional shares of Voting Stock of the Corporation representing one percent (1%) or more of the then-outstanding Voting Stock of the Corporation, other than as a result of (x) a transaction described in clause (1) of Section 2.01(h)(i)(A) above, or (y) a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally then such subsequent acquisition shall be treated as a Change in Control;

(C)

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

of a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Voting Stock are treated equally; and

(D)

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

(ii)

the consummation of a reorganization, merger or consolidation of the Corporation with, or the acquisition of the stock or assets of the Corporation by, another Person, or similar transaction (each, a "Business Transaction"), unless, in each case, immediately following such Business Transaction (A) the Voting Stock of the Corporation outstanding immediately prior to such Business Transaction continues to represent, directly or indirectly, (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or any parent thereof), more than fifty percent (50%) of the combined voting power of the then outstanding shares of Voting Stock or comparable equity interests of the entity resulting from such Business Transaction (including, without limitation, an entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries), (B) no Person (other than the Corporation, such entity resulting from such Business Transaction, or any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary or such entity resulting from such Business Transaction) beneficially owns, directly or indirectly, thirty percent (30%) or more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from such Business Transaction, and (C) at least a majority of the members of the board of directors of the entity resulting from such Business Transaction were Incumbent Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Business Transaction; or

(iii)

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

(iv)

consummation of a transaction that implements in whole or in part a resolution of the stockholders of the Corporation authorizing a sale of all or substantially all of Corporation’s assets or a complete liquidation or dissolution of the Corporation, except pursuant to a Business Transaction that complies with clauses (A), (B) and (C) of Section 2.01(h)(ii).

(i)

" Chief Executive Officer " means the Chief Executive Officer of the Corporation.

(j)

" CIC Severance Protection Period " means the time period commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the 18-month anniversary of such date or (ii) the Participant’s death. A CIC Severance Protection Period shall also include the time period before the occurrence of a Change in Control for Participants who are subject to a Pre-CIC Termination with respect to the affected Participant.

(k)

" Code " means the Internal Revenue Code of 1986, as amended and the proposed, temporary and final regulations promulgated thereunder. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(l)

" Company " means as the context requires, the Corporation, any Participating Employer, or any entity to which a Participant’s employment is transferred, at the direction of the Corporation, and with which the Corporation would be considered a single employer as described in the definition of Separation from Service.

(m)

" Compensation Committee " has the meaning set forth in Section 1.04.

(n)

" Corporation " means Sprint Nextel Corporation, a Kansas corporation, or any successor company.

(o)

" Director " means a member of the Board.

(p)

" Effective Date " means January 1, 2007.

(q)

" Employment Agreement " means any written employment agreement between a Company and a Participant.

(r)

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(s)

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

(t)

" Excise Tax " shall mean, collectively, (i) the tax imposed by Section 4999 of the Code by reason of being "contingent on a change in ownership or control" of the Corporation, within the meaning of Section 280G of the Code, or (ii) any similar tax imposed by state or local law, or (iii) any interest or penalties with respect to any excise tax described in clause (i) or (ii).

(u)

" Good Reason " means a Participant’s resignation from employment with a Company in accordance with Section 6.15(b) after any of the actions listed below are directed at the Participant without the Participant’s written consent (unless cured prior to such resignation):

(i)

Such Company’s material breach of an Employment Agreement with the Participant, if any;

(ii)

significant and adverse change in duties and responsibilities which results in a change in a Participant’s tier (and adjusting as appropriate for any changes to the Corporation’s system of classifying employees implemented subsequent to the Effective Date) as compared with a Participant’s responsibilities or duties immediately prior to the Change in Control;

(iii)

reduction in a Participant’s Base Salary as compared with the Participant’s Base Salary immediately prior to the Change in Control, except for across-the-board reductions generally applicable to all senior executives;

(iv)

reduction in a Participant’s Target Bonus as compared with the Participant’s Target Bonus in effect immediately prior to the Change in Control, except for across-the-board reductions generally applicable to all senior executives;

(v)

the failure to provide long-term incentive opportunities to the Participant at a level that is generally comparable to all senior executives;

(vi)

reduction in the aggregate value of Section 2.01(u)(iii), (iv) and (v) as compared with such benefits in effect immediately prior to the Change in Control, except for across-the-board reductions of not more than ten percent (10%) generally applicable to all senior executives;

(vii)

reduction in aggregate employee benefits provided to the Participant as compared to the value of aggregate employee benefits provided immediately prior to the Change in Control, except for across-the-board reductions generally applicable to all senior executives;

(viii)

a Company requires the Participant to have the Participant’s principal location of work changed to a location more than fifty (50) miles from the location thereof immediately prior to the Change in Control; or

(ix)

failure of any successor to a Company to assume the Participant’s Employment Agreement or this Plan, as applicable;

(v)

" Good Reason Period " has the meaning set forth in Section 2.01(u).

(w)

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

(x)

" Initial Term " has the meaning set forth in Section 5.02.

(y)

" JAMS " has the meaning set forth in Section 6.08(a).

(z)

" Parties " has the meaning set fourth in Section 6.08(a).

(aa)

" Participant " means each full-time employee of a Company who is recommended to the Compensation Committee by the Chief Executive Officer for participation in the Plan and whose participation in the Plan has been approved by the Compensation Committee as provided in Article Three and who continues to remain employed by a Company either up through a Change in Control or up to a termination of employment that qualifies as a Pre-CIC Termination, except as otherwise removed from Participation pursuant to Article Three.

(bb)

" Participating Employer " means the Corporation and any Subsidiary of the Corporation that is designated as a Participating Employer under the Plan by the Board, excluding, however, any division of the Corporation or of a Subsidiary or affiliate of the Corporation that is designated by the Board as ineligible to participate in the Plan. Appendix III contains a list of the Participating Employers currently participating in the Plan that have adopted the Plan pursuant to Article Six.

(cc)

" Payment " has the meaning set forth in Section 4.05.

(dd)

" Person " has the meaning set forth in Section 2.01(h)(i).

(ee)

" Plan " has the meaning set forth in Section 1.01, as such may be amended from time to time, or any successor plan, program or arrangement thereto.

(ff)

" Pre - CIC Termination " means the termination of a Participant without Cause if (i) the termination occurs in the six-month period before a Change in Control at the

request of a third party in contemplation of a Change in Control, (ii) the Change in Control occurs, and (iii) the termination constitutes a Separation from Service.

(gg)

" Release " means a release of claims and a non-compete agreement and other restrictive covenants in a form provided to the Participant by the Corporation in connection with the payment of benefits under this Plan.

(hh)

" Release Consideration and Revocation Period " means the combined total of the Release Consideration Period and the Release Revocation Period.

(ii)

" Release Consideration Period " means the period of time pursuant to the terms of a Release afforded a Participant to consider whether to sign it.

(jj)

" Release Revocation Period " means the period pursuant to the terms of an executed Release in which it may be revoked by a Participant.

(kk)

" Renewal Term " has the meaning set forth in Section 5.02.

(ll)

" Separation from Service " means "separation from service" from an Employer as described under Code Section 409A and any governing Internal Revenue Service guidance and Treasury regulations. A Participant who is a Board member does not have a Separation from Service until he or she has a Separation from Service with respect to both his or her employment and his or her Board membership. "Employer" means the Corporation and any affiliate with which the Corporation is treated as a single employer under Code Section 414(b) or 414(c), as modified in (i) and (ii) below.

(i)

50 Percent-Owned Entities . In applying Code Sections 1563(a)(1), (2), and (3) to Code Section 414(b), the language "at least 50 percent" is used instead of "at least 80 percent" each place it appears. In applying Treasury Regulation Section 1.414(c)-2 to trades or businesses (whether or not incorporated) that are under common control under Code Section 414(c), "at least 50 percent" is used instead of "at least 80 percent" each place it appears.

(ii)

20 Percent-Owned Entities . In addition to (i) above, where the Compensation Committee determines that legitimate business criteria exist with respect to a particular entity, in applying Code Sections 1563(a)(1), (2), and (3) under Code Section 414(b), the language "at least 20 percent" is used instead of "at least 80 percent" each place it appears. In applying Treasury Regulation Section 1.414(c)-2 to trades or businesses (whether or not incorporated) that are under common control for purposes of Code Section 414(c), "at least 20 percent" is used instead of "at least 80 percent" each place it appears.

(iii)

Service Level . A Separation from Service occurs when the Participant’s level of services drops to 21 percent or less of the average level of service provided by the Participant over the immediately preceding 36-month period (or if providing services for less than 36 months, that lesser period).

If a Participant’s status changes from an employee to an independent contractor, or from an independent contractor to an employee, services provided in both capacities are taken into account.

(mm)

" Separation Plan " means the Corporation’s Separation Plan as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.

(nn)

" Severance Benefits " means Severance Pay and the other benefits payable to a Participant pursuant to Article Four of the Plan.

(oo)

" Severance Benefits Classification " means a Participant’s severance benefits classification, as specified for the Participant on Appendix I and as set forth on Appendix II.

(pp)

" Severance Pay " means the cash severance payments payable to a Participant pursuant to Section 4.01 of the Plan.

(qq)

" Specified Employee " means a Participant who is a "specified employee" of the Corporation for purposes of Code Section 409A, as administratively determined by the Board of Directors of the Corporation in accordance with the guidance and Treasury regulations issued under Code Section 409A.

(rr)

" STIP " means the Corporation’s short term incentive plan, under Section 8 of the Corporation’s Omnibus Incentive Plan, effective May 8, 2007, as may be amended from time to time, or any successor plan, program or arrangement thereto.

(ss)

" Subsidiary " means any entity in which the Corporation, directly or indirectly, beneficially owns more than fifty percent (50%) of such entity’s equity interest by vote and value.

(tt)

" Target Bonus " means a Participant’s target (i.e., based on 100% attainment of stated objectives) short-term incentive opportunity under the STIP.

(uu)

" Voting Stock " means securities entitled to vote generally in the election of directors.

3.01

Eligibility on the Effective Date

3.02

Future Eligibility

3.03

Plan Participants