Edgar Filing: SPRINT CORP

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 (Amendment No.)

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Sprint Corporation
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N/A
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Post Office Box 11315
Kansas City, Missouri 64112
[LOGO] Sprint

William T. Esrey
Chairman

March 15, 2002

Dear Stockholder:

On behalf of the Board of Directors and management, I cordially invite you
to attend the Annual Meeting of the Stockholders of Sprint Corporation. The
Annual Meeting will be held at 10:00 a.m. on Tuesday, April 16, 2002, at Sprint
World Headquarters, 2330 Shawnee Mission Parkway, Westwood, Kansas. The
enclosed notice of the meeting and proxy statement contain detailed information
about the business to be transacted at the meeting.

The Board of Directors has nominated three of the four present Directors
whose terms of office expire this year to continue to serve as Directors of
Class I. Warren L. Batts, a Sprint Director since 1982 and a present Class I
Director, will retire when his term of office expires at the Annual Meeting.
The Board of Directors recommends that you vote for the nominees.

You are also being asked to approve performance goals under which certain
executives earn incentive compensation, and to approve the appointment of Ernst
& Young LLP as independent auditors of Sprint for 2002. The Board of Directors
recommends that you vote for these proposals.

Four Stockholder proposals are also included in the proxy statement. For the
reasons set forth in the proxy statement, the Board of Directors recommends a
vote against each proposal.

We encourage you to read this proxy statement and vote promptly. Doing so
will save Sprint additional expenses of solicitation and will help ensure that
as many shares as possible are represented.

Sincerely,

/s/ Bill Esrey
Chairman

SPRINT CORPORATION

P.O. Box 11315
Kansas City, Missouri 64112

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Notice of Annual Meeting of Stockholders

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

Time:

10:00 a.m. (Central Daylight Time) on Tuesday, April 16, 2002

Place:

Sprint World Headquarters
2330 Shawnee Mission Parkway
Westwood, Kansas

Purpose:

. To elect three Class I Directors to serve for a term of three years

. To approve performance goals under which certain executives earn
incentive compensation so as to preserve Sprint's tax deduction under
Section 162(m) of the Internal Revenue Code

. To approve Ernst & Young LLP as our independent auditors for 2002

. To vote on four Stockholder proposals if presented at the meeting

. To conduct other business properly raised before the meeting and any
adjournment or postponement of the meeting

Record Date:

You may vote if you were a Stockholder of record on February 19, 2002

Proxy Voting:

Your vote is important. You may vote in one of three ways:

. by calling the toll-free number on the enclosed proxy card

. via the Internet using instructions on the proxy card

. by signing, dating, and returning your proxy card in the enclosed
envelope

Westwood, Kansas
March 15, 2002
Thomas A. Gerke
Vice President, Corporate
Secretary and Associate
General Counsel

TABLE OF CONTENTS

Page
----

Proxy Statement................................................................................... 1
Stockholders entitled to vote.................................................................. 1
How to vote.................................................................................... 1
How proxies work............................................................................... 1
How to revoke a proxy.......................................................................... 2
Required vote.................................................................................. 2
Costs of proxy solicitation.................................................................... 2
Delivery of proxy materials to households where two or more Stockholders reside................ 2
Viewing the proxy materials on-line............................................................ 3
Confidential voting policy..................................................................... 3
Attending the meeting.......................................................................... 3
Stockholder proposals for next year............................................................ 3
Security ownership of certain beneficial owners................................................ 4
Security ownership of Directors and executive officers......................................... 4
Section 16(a) beneficial ownership reporting compliance........................................ 5
Litigation..................................................................................... 5

Election of Directors (Item 1 on Proxy Card)...................................................... 5
Nominees for Director.......................................................................... 6
Directors continuing in office................................................................. 6
Compensation of Directors...................................................................... 7
Board committees and Director meetings......................................................... 8
Audit Committee report......................................................................... 9
Compensation Committee report on executive compensation........................................ 10
Compensation Committee report on the Exchange Program.......................................... 12
Summary compensation table..................................................................... 16
Option grants.................................................................................. 17
Option exercises and fiscal year-end values.................................................... 20
Pension plans.................................................................................. 21
Employment contracts........................................................................... 21
Performance graphs............................................................................. 23
Certain relationships and other transactions................................................... 24

Approval of Performance Goals for Executive Incentive Compensation (Item 2 on Proxy Card)......... 24

Selection of Independent Auditors (Item 3 on Proxy Card).......................................... 26

Stockholder Proposals
Stockholder Proposal Concerning Greenhouse Gas Emissions (Item 4 on Proxy Card)................ 26
Stockholder Proposal Concerning Severance Agreements with Executives (Item 5 on Proxy Card).... 28
Stockholder Proposal Concerning Option Repricing (Item 6 on Proxy Card)........................ 29
Stockholder Proposal Concerning the Strategic Planning Process (Item 7 on Proxy Card).......... 31

Other Matters to Come Before the Meeting.......................................................... 32

Appendix A--Sprint Corporation Policy Regarding Cancellation and Exchange Offerings and Repricings

SPRINT CORPORATION
P.O. Box 11315
Kansas City, Missouri 64112

PROXY STATEMENT

These proxy materials are delivered in connection with the solicitation by
the Board of Directors of Sprint Corporation (Sprint) of proxies to be voted at
our 2002 Annual Meeting of Stockholders to be held April 16, 2002. On March 15,
2002, we commenced mailing this proxy statement and the enclosed form of proxy
to Stockholders entitled to vote at the meeting.

Stockholders entitled to vote

Stockholders of Sprint at the close of business on February 19, 2002, may
vote at the meeting. As of that date the following shares were outstanding and
entitled to vote:

Votes
Designation Outstanding per share
----------- ----------- ---------

Series 1 FON Stock ("FON Stock")........................ 889,686,430 1.0000
Series 1 PCS Stock ("PCS Stock")........................ 648,294,927 0.9630
Series 2 PCS Stock...................................... 305,928,799 0.0963
Series 3 PCS Stock...................................... 34,411,023 0.9630
Class A Common Stock.................................... 43,118,018 0.4820
Preferred Stock--Fifth Series........................... 95 1.0000
Preferred Stock--Seventh Series, Series 1 PCS underlying 123,314 62.6410
Preferred Stock--Seventh Series, Series 2 PCS underlying 123,452 6.2641

The relative voting power of Sprint's different classes of voting stock is
determined under formulas in Sprint's Articles of Incorporation.

How to vote

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 your stock in your own name):

. Telephone voting, by dialing 1-800-758-6973 and following the instructions
on the proxy card,

. Via the Internet, by going to the web address
http://www.eproxyvote.com/fon and following the instructions on the proxy
card,

. Mail, by completing and returning the proxy card in the enclosed envelope.
The envelope requires no additional postage if mailed in the United States.

If your shares are held in "street name" by a broker or other nominee, you
should check the voting form used by that firm to determine whether you may
vote by telephone or Internet.

How proxies work

Giving your proxy means that you authorize us to vote your shares at the
meeting in the manner you direct. If you sign, date, and return the enclosed
proxy card but do not specify how to vote, we will vote your shares for the
nominees for Directors designated below, for approval of the performance goals
under which certain executives earn incentive compensation, for approval of the
appointment of Sprint's auditors, and against the Stockholder proposals.

How to revoke a proxy

You may revoke your proxy before it is voted at the meeting by:

. voting again by telephone or on the Internet or completing a new proxy
card with a later date--your latest vote will be counted,

. filing an instrument of revocation with the Corporate Secretary of Sprint,
or

. voting in person at the meeting.

Required vote

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 you fail to provide
voting instructions to your broker for shares you hold in "street name." Under
those circumstances, your broker may be authorized to vote for you on some
routine items but is prohibited from voting on other items. Those items for
which your broker cannot vote result in broker "non-votes."

The three nominees for Director receiving the greatest number of votes at
the meeting will be elected as Directors. Abstentions and broker "non-votes"
are not counted for this purpose.

For all other matters to be voted upon at the meeting, the affirmative vote
of a majority of votes cast in person or by proxy, and entitled to vote on the
matter, is necessary for approval. For this purpose, if you vote to "abstain"
from voting on a proposal, your shares will be treated as present and will have
the same effect as if you voted against the proposal. Broker "non-votes,"
however, are not counted as cast for this purpose and have no effect on the
outcome of the vote.

Costs of proxy solicitation

We will pay the expenses of soliciting proxies. In addition to solicitation
by mail, our officers may solicit proxies in person or by telephone. We have
hired D. F. King & Co. to assist us in soliciting proxies for an anticipated
fee of $8,500 plus out-of-pocket expenses.

Delivery of proxy materials to households where two or more Stockholders reside

Securities and Exchange Commission (SEC) rules now allow us to deliver a
single copy of an annual report, proxy statement, prospectus, or information
statement to any household where two or more Stockholders reside if we believe
the Stockholders are members of the same family. This rule benefits you by
reducing the volume of duplicate information you receive at your household. It
also benefits Sprint by reducing our printing and mailing costs.

We mailed your household a single set of proxy materials this year unless
you provided instructions to the contrary in response to a notice mailed to you
last year. However, we mailed each Stockholder in your household a separate
proxy card or voting instruction form. If you prefer to receive your own copy
of the proxy materials for this year's Annual Meeting, please request a
duplicate set by writing to Sprint Shareholder Relations, P.O. Box 11315,
Kansas City, MO 64112 or by calling 1-800-259-3755 (option 4).

If you prefer to receive your own copy of the proxy materials in the future,
and you are a registered holder, please contact Sprint Shareholder Relations.
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 Stockholder, and you received
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 Shareholder Relations. If a broker or
other nominee holds your shares, follow the instructions on your voting
instruction form or contact your broker.

If you hold some Sprint shares as a registered holder, and other Sprint
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.

Viewing the proxy materials on-line

We are able to distribute the annual report and proxy statement to you in a
fast and efficient manner via the Internet. This reduces the amount of paper
delivered to your 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. To make this election follow
the instructions after you vote via the Internet. Alternatively, if you are a
registered holder, go directly to http://www.econsent.com/fon/ to register your
consent. If you hold your shares in the name of a broker or other nominee,
please contact your broker concerning electronic delivery.

Shareholders who have enrolled for electronic delivery receive an e-mail
notice of shareholder meetings. The e-mail will provide links to Sprint's proxy
statement and annual report. These documents are in PDF format so you will need
Adobe Acrobat(R) Reader to view them on-line. The e-mail will also provide a
link to a voting web site and your control number to use to vote via the
Internet.

Confidential voting policy

Your individual vote is kept confidential from our Directors, officers, and
employees except for certain specific and limited exceptions. One exception
occurs if you write opinions or comments on your proxy card. In that case, a
copy of your proxy card is sent to us.

Attending the meeting

If you hold your shares in the name of a broker or other nominee, and you
plan to attend the meeting, please bring proof of ownership with you to the
meeting. A brokerage account statement showing that you owned voting stock of
Sprint on February 19, 2002, is acceptable proof. If you are a registered
holder, no proof is required.

Stockholder proposals for next year

Sprint's bylaws provide that the Annual Meeting of Stockholders is to be
held on the third Tuesday in April of each year. In 2003, the third Tuesday
falls on April 15.

The deadline for Stockholder proposals to be included in the proxy statement
for that meeting is November 15, 2002. If you intend to submit such a proposal,
it must be received by Sprint's Corporate Secretary at 6200 Sprint Parkway,
Overland Park, Kansas 66251, no later than that date.

If you intend to bring a matter before next year's meeting, other than by
submitting a proposal to be included in our proxy statement, you must give
timely notice according to Sprint's bylaws. Those bylaws currently provide
that, to be timely, your notice must be received by Sprint's Corporate
Secretary at 6200 Sprint Parkway, Overland Park, Kansas 66251, on or after
January 30, 2003 and on or before February 24, 2003. For each matter you intend
to bring before the meeting, your notice must include a brief description of
the business you wish to be considered and the reasons for conducting that
business at the meeting. The notice must also include your name and address,
the class and number of shares of Sprint that you own, and any material
interest you have in that business.

Security ownership of certain beneficial owners

The following table provides information about the only known beneficial
owners of more than five percent of each class of Sprint's outstanding voting
stock:

Percent
Amount and Nature of Sprint
Name and Address of Beneficial Percent Voting
Title of Class of Beneficial Owner Ownership Series of Class Power
-------------- -------------------- ------------------- -------- -------- ---------

PCS common stock.... AXA Assurances I.A.R.D. 101,019,971 shares (6) Series 1 10.0%(6) 6.1%
Mutuelle (1)
Cox (2) 101,885,696 shares Series 2 10.3% 0.6%
Liberty PCS Trust (3) 174,043,103 shares Series 2 17.6% 1.0%
Class A common stock FT (4) 43,118,018 shares 100.0% 1.3%
Preferred stock..... Comcast (5) 61,726 shares Series 7 25.0% 0.0%
Cox (2) 61,726 shares Series 7 25.0% 0.0%
Liberty PCS Trust (3) 123,314 shares Series 7 50.0% 0.5%

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(1) AXA Assurances I.A.R.D. Mutuelle, 370, rue Saint Honore, 75001 Paris,
France.
(2) Cox Communications, Inc., 1400 Lake Hearn Drive, Atlanta, Georgia.
(3) Liberty PCS Trust, 1001 Green Oaks Drive, Littleton, Colorado.
(4) FT, 6 place d'Alleray, 75505 Paris Cedex 15, France.
(5) Comcast Corporation, 1500 Market Street, Philadelphia, Pennsylvania.
(6) Amount based solely on Schedule 13G received by Sprint as of the reporting
date of the schedule.

Security ownership of Directors and executive officers

The following table states the number of shares of Sprint's common stock
beneficially owned, as of December 31, 2001, by each current Director, each
executive officer named in the "Summary Compensation Table," and by all
Directors and executive officers as a group. Including shares covered by
options exercisable within 60 days, Mr. Esrey beneficially owned 1.1% of the
outstanding shares of FON common stock. However, excluding shares covered by
options that were not in-the-money on December 31, 2001, Mr. Esrey owned 0.3%
of the outstanding FON common stock. Other than that, no individual Director or
executive officer owned more than one percent of the outstanding shares of FON
common stock or one percent of the outstanding shares of PCS common stock. As a
group all the individuals owned 2.1% of the outstanding FON common stock and
1.1% of the outstanding PCS common stock. Except as otherwise indicated, each
individual named has sole investment and voting power with respect to the
securities shown.

FON Stock PCS Stock
------------------------------ ------------------------------
Shares Covered By Shares Covered By
Shares Exercisable Shares Exercisable
Name Owned Options (1) Owned Options (1)
---- --------- ----------------- --------- -----------------

DuBose Ausley............................ 15,985 29,700 8,150 12,383
Warren L. Batts.......................... 38,333 33,412 19,521 17,681
J. Richard Devlin........................ 75,168 626,943 61,709 292,122
William T. Esrey......................... 2,644,162(2) 7,620,876 1,576,196(3) 3,836,963
Irvine O. Hockaday, Jr................... 8,988 15,700 4,831 8,825
Arthur B. Krause......................... 259,033(2) 701,144 104,868(3) 333,314
Ronald T. LeMay.......................... 1,694,347 3,535,083 1,832,921 961,549
Charles E. Levine........................ 7,078 78,538 158,914 245,607
Linda Koch Lorimer....................... 10,464 38,268 28,587 20,109
Charles E. Rice.......................... 34,433 33,412 15,825 17,681
Louis W. Smith........................... 9,429 5,700 2,043 3,825
Stewart Turley........................... 20,000 33,412 10,390 17,681
All Directors and executive officers as a
group (21 persons)..................... 5,367,759(2) 14,945,381 4,552,241(3) 6,642,428

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(1) These are shares that may be acquired upon the exercise of stock options
exercisable on or within sixty days after December 31, 2001, under Sprint's
stock option plans.
(2) Includes shares held by or for the benefit of family members in which
beneficial ownership has been disclaimed: 33,666 shares held in trust for
Mr. Esrey's children, 27,311 shares held by Mr. Krause's wife, and 61,783
shares held by or for the benefit of family members for all Directors and
executive officers as a group.
(3) Includes shares held by or for the benefit of family members in which
beneficial ownership has been disclaimed: 13,388 shares held in trust for
Mr. Esrey's children, 10,354 shares held by Mr. Krause's wife, and 23,742
shares held by or for the benefit of family members for all Directors and
executive officers as a group.

Section 16(a) beneficial ownership reporting compliance

Section 16(a) of the Securities Exchange Act of 1934 requires Sprint's
Directors and executive officers to file with the SEC and the New York Stock
Exchange initial reports of ownership and reports of changes in ownership of
Sprint's common stock and other equity securities of Sprint. Directors and
executive officers are required by SEC regulations to furnish Sprint with
copies of all Section 16(a) reports they file.

To Sprint's knowledge, based solely on review of the copies of these reports
furnished to Sprint and written representations that no other reports were
required, during 2001 all Section 16(a) filing requirements applicable to its
Directors and executive officers were complied with, except for failure to
timely report on a Form 4 the sale of 3,000 shares of FON Stock by John P.
Meyer, Senior Vice President and Controller, and the disposition of PCS Stock
and derivatives upon the exercise by the counter-party to a covered call option
under two contracts written by Gene M. Betts, Senior Vice President and
Treasurer. These failures were inadvertent and, as soon as the oversights were
discovered, the transactions were promptly reported.

Litigation

In December 2000, Amalgamated Bank, an institutional Stockholder, filed a
derivative action purportedly on behalf of Sprint against certain of Sprint's
current and former officers and Directors in the Jackson County, Missouri,
Circuit Court. The complaint alleges that the individual defendants breached
their fiduciary duties to Sprint and were unjustly enriched by making
undisclosed amendments to Sprint's stock option plans, by failing to disclose
certain information concerning regulatory approval of the proposed merger of
Sprint and WorldCom, Inc., and by overstating Sprint's earnings for the first
quarter of 2000. The plaintiff seeks damages, to be paid to Sprint, in an
unspecified amount. Two additional, substantially identical, derivative actions
by other Stockholders have also been filed.

I. ELECTION OF DIRECTORS

(Item 1 on Proxy Card)

The Board of Directors of Sprint is divided into three classes, with the
term of office of each class ending in successive years. The terms of the
Directors of Class I expire with this meeting. Each of the three nominees for
Class I, if elected, will serve three years until the 2005 Annual Meeting and
until a successor has been elected and qualified. The Directors in Class II
will continue in office until the 2003 meeting and the Directors in Class III
will continue in office until the 2004 meeting.

The persons named in the accompanying proxy will vote your shares for the
election of the nominees named below as Directors of Class I unless you direct
otherwise. Each nominee has consented to be named and to continue to serve if
elected. If any of the nominees become unavailable for election for any reason,
the proxies will be voted for the other nominees and for any substitutes.

Nominees for Director

The following information is given with respect to the nominees for
election. Warren L. Batts, a Director of Sprint since 1982 and a present Class
I Director, will retire at the Annual Meeting.

Class I--Nominees to Serve Three Years Until 2005 Meeting

DuBose Ausley, age 64. Chairman of Ausley & McMullen, a law firm, Tallahassee,
Florida. He is a director of Capital City Bank Group, Inc., Tampa Electric Co.,
Inc., TECO Energy, Inc., and Blue Cross and Blue Shield of Florida, Inc. Mr.
Ausley has been Chairman of Ausley & McMullen since 1996. He has also been
Chairman of the Capital City Bank Group, Inc. for more than five years. Mr.
Ausley has been a Director of Sprint since 1993.

[PHOTO]

DuBose Ausley

Irvine O. Hockaday, Jr., age 65. Retired President and Chief Executive Officer
of Hallmark Cards, Inc., a manufacturer of greeting cards, Kansas City,
Missouri. He is a director of Crown Media Holdings, Inc., Dow Jones, Inc., Ford
Motor Company, Hallmark Cards, Inc., Estee Lauder, Inc., and UtiliCorp United.
Mr. Hockaday served as President and Chief Executive Officer of Hallmark Cards,
Inc. from 1985 to December 31, 2001. He has been a Director of Sprint since
1997.

[PHOTO]

Irvine O. Hockaday, Jr.

Ronald T. LeMay, age 56. President and Chief Operating Officer of Sprint,
Westwood, Kansas. He is a director of The Allstate Corporation, Ceridian
Corporation, and Imation Corporation. Mr. LeMay has served as President and
Chief Operating Officer of Sprint since February of 1996 except for the period
from July 1997 to October 1997 when he served as Chairman and Chief Executive
Officer of Waste Management, Inc., a provider of comprehensive waste management
services. Mr. LeMay was Chief Executive Officer of Sprint Spectrum L.P. (Sprint
PCS) from 1995 to 1996. He was a Director of Sprint from 1993 until July 1997
and re-elected in December 1997.
[PHOTO]

Ronald T. LeMay

Directors continuing in office

The following information is given with respect to the Directors who are not
nominees for election at this meeting.

Class II--Serving Until 2003 Annual Meeting

Charles E. Rice, age 66. Chairman of Mayport Venture Partners, LLC, and former
Vice Chairman of Corporate Development, Bank of America Corporation, a bank
holding company. He is a director of CSX Corporation, Bessemer Trust Company,
and Post Properties, Inc. Before becoming Vice Chairman Corporate Development
of Bank of America Corporation in 1998, Mr. Rice was Chairman of NationsBank,
Inc. beginning in January 1998 and Chairman and Chief Executive Officer of
Barnett Banks, Inc. from 1984 to 1998. He has been a Director of Sprint since
1975.

[PHOTO]

Charles E. Rice

Louis W. Smith, age 59. President and Chief Executive Officer of the Ewing
Marion Kauffman Foundation, Kansas City, Missouri. He is a director of H & R
Block, Inc. Before becoming President and Chief Executive Officer of the Ewing
Marion Kauffman Foundation in 1997, he was President and Chief Operating
Officer of the foundation beginning in 1995. He was President of Allied Signal
Inc., Kansas City Division, from 1990 to 1995. He has been a Director of Sprint
since 1999.

[PHOTO]

Louis W. Smith

Class III--Serving Until 2004 Annual Meeting

William T. Esrey, age 62. Chairman and Chief Executive Officer of Sprint,
Westwood, Kansas. He is a director of Duke Energy Corporation, Exxon Mobil
Corporation, and General Mills, Inc. Mr. Esrey has been Chairman of Sprint
since 1990 and Chief Executive Officer since 1985. He has been a Director of
Sprint since 1985.

[PHOTO]

William T. Esrey

Linda Koch Lorimer, age 49. Vice President and Secretary of the University,
Yale University, New Haven, Connecticut. She is a director of McGraw-Hill,
Inc., vice chair of the Community Foundation of Greater New Haven, 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 been a Director of Sprint since 1993.

[PHOTO]

Linda Koch Lorimer

Stewart Turley, age 67. Retired Chairman of Eckerd Corporation, a diversified
retailer, Clearwater, Florida. He is a director of Marinemax, Inc. and WCI
Communities, Inc. Before his retirement in 1997, Mr. Turley had been Chairman
of Eckerd Corporation since 1975. He has been a Director of Sprint since 1980.

[PHOTO]

Stewart Turley

Compensation of Directors

Annual retainer and meeting fees. Directors who are not employees of Sprint
(the Outside Directors) are each paid $40,000 annually plus $1,250 for each
meeting attended and $1,000 for each committee meeting attended. Under the 1997
Long-Term Stock Incentive Program, Outside Directors can elect to use these
fees to purchase FON Stock and PCS Stock. They can also elect to have the
purchased shares deferred and placed in a trust. Sprint also maintains the
Directors' Deferred Fee Plan under which Outside Directors may elect to defer
all or some of their fees.

Stock options. On January 10, 2001, each Outside Director was granted an
option to purchase 7,800 shares of FON Stock and 7,800 shares of PCS Stock at
an option price equal to 100% of the fair market value on that

date. The options expire ten years from the date of grant. Twenty-five percent
of the shares subject to the option became exercisable on February 13, 2002,
and an additional 25% become exercisable on February 13/th of each of the three
succeeding years.

With respect to these grants, vesting is accelerated in the event of the
Outside Director's death, permanent disability, or attainment of mandatory
retirement age (that is, the Annual Meeting closest to the Outside Director's
70/th birthday).

Retirement Benefits. In 1982 Sprint adopted a retirement plan for its
Outside Directors. Any Director of Sprint who served five years as a Director
without simultaneously being employed by Sprint or any of its subsidiaries is
eligible to receive benefits under the plan. The retirement plan was amended in
December of 1996 to eliminate the retirement benefit for any Director who had
not served five years as of the date of the amendment. An eligible Director
retiring after March 30, 1989, will receive monthly benefit payments equal to
the monthly fee (not including meeting fees) being paid to Directors at the
time of the Director's retirement. The monthly retirement benefit would be
$3,333 for any Director retiring while the current $40,000 annual fee remains
in effect. The number of monthly benefit payments to a Director under the plan
will equal the number of months served as a Director without simultaneously
being employed by Sprint or any of its subsidiaries, up to a maximum of 120
payments.

Outside Directors not eligible for benefits under the retirement plan after
the December 1996 amendment received units representing shares of FON Stock and
PCS Stock credited to their accounts under the Director's Deferred Fee Plan
upon becoming a Director. Half of these units will vest upon completion of five
years of Board service and ten percent will vest on each succeeding anniversary.

Other benefits. Outside Directors are provided with Sprint residential long
distance service limited to $6,000 per year. They are also provided with Sprint
PCS service limited to $2,000 per year and use of PCS handsets. The Directors
are reimbursed for income taxes associated with these benefits.

Board committees and Director meetings

During 2001, the Board held six regular meetings and one special meeting.
The Board of Directors has an Audit Committee, a Capital Stock Committee, an
Executive Committee and an Organization, Compensation and Nominating Committee.
All Directors attended at least 75% of the meetings of the Board, and Board
committees on which they served, during 2001.

The Audit Committee. The primary function of the Audit Committee is to
advise and assist the Board in fulfilling its oversight responsibilities to the
investment community, including current and potential shareholders. The Audit
Committee acts on behalf of the Board and oversees all material aspects of
Sprint's accounting and reporting processes and the quality and integrity of
its financial statements. The committee's principal responsibilities in serving
this function are described in the Audit Committee Charter that was approved by
Sprint's Board of Directors. The Audit Committee reviews the engagement of the
independent accountants, including the scope and general extent of their work,
and reviews the fees and other compensation paid to the independent
accountants. The committee recommends to the full Board the independent
accountants who are appointed, subject to your approval at the Annual Meeting.

The Chairman of the Audit Committee is Mr. Batts. The other members are Ms.
Lorimer and Mr. Smith. Each of the members is a non-employee director of
Sprint, and also an "independent" director within the meaning of Sections
303.01(B)(2)(a) and 303.01(B)(3) of the New York Stock Exchange's listed
company manual. The Audit Committee met six times in 2001.

The Capital Stock Committee. The Capital Stock Committee's role is to
interpret and oversee the implementation of the Policy Statement Regarding
Tracking Stock Matters. This policy provides generally that

all material matters as to which the holders of FON Stock and the holders of
PCS Stock may have potentially divergent interests will be resolved in a manner
that the Board determines to be in the best interests of Sprint and all of its
common Stockholders. In making this determination, the Board will give fair
consideration to the potentially divergent interests and all other relevant
interests of the holders of the separate classes of Sprint's common stock.

The Chairman of the Capital Stock Committee is Mr. Hockaday. The other
members are Ms. Lorimer and Mr. Smith. The Capital Stock Committee met twice in
2001.

The Executive Committee. The principal responsibility 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 Chairman of the Executive Committee is Mr. Esrey. The other members are
Mr. Batts, Mr. Rice, and Mr. Turley. The Executive Committee did not meet in
2001, but took action by unanimous written consent on one occasion.

The Organization, Compensation, and Nominating Committee. The principal
responsibilities of the Organization, Compensation and Nominating Committee
(Compensation Committee), as they relate to matters of executive compensation,
are to: (a) assess and appraise the performance of the Chief Executive Officer
and review the performance of executive management; (b) recommend to the Board
of Directors base salaries, incentive compensation and other benefits for the
Chief Executive Officer and other key officers; (c) counsel and advise
management on plans for orderly development and succession of executive
management; (d) take any and all action required or permitted to be taken by
the Board of Directors under the stock option and restricted stock plans, stock
purchase plans, incentive compensation plans and the deferred compensation
plans of Sprint; and (e) review recommendations for major changes in
compensation and benefit and retirement plans which have application to
significant numbers of Sprint's total employees and which require review or
approval of the Board of Directors.

The principal responsibilities of the Compensation Committee, as they relate
to the Director nomination process, are to: (a) periodically review the size
and composition of the Board and make recommendations to the Board with respect
to such matters; (b) recommend to the Board proposed nominees whose election at
the next Annual Meeting of Stockholders will be recommended by the Board; and
(c) recommend persons proposed to be elected to fill any vacancy on the Board
of Directors between Stockholder meetings. The committee will consider
qualified nominees recommended by Stockholders. Such recommendations should be
sent to the Organization, Compensation and Nominating Committee, c/o Corporate
Secretary, Post Office Box 11315, Kansas City, Missouri 64112.

The Chairman of the Compensation Committee is Mr. Turley. The other members
are Mr. Hockaday and Mr. Rice. The Compensation Committee met nine times in
2001.

Audit Committee report

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

The Audit Committee has received the written disclosures and the letter from
the independent public accountants required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) that relates to
the accountants' independence from Sprint and its subsidiaries, and has
discussed with the independent public accountants their independence.

Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board that the audited financial statements be included in
Sprint's Annual Report on Form 10-K for the year ended December 31, 2001, for
filing with the SEC.

Warren L. Batts, Chairman
Linda Koch Lorimer
Louis W. Smith

Compensation Committee report on executive compensation

The Compensation Committee of the Board, which is composed of independent,
non-employee Directors and has the principal responsibilities described on page
9 of this proxy statement, has furnished the following report on executive
compensation:

Sprint's compensation philosophy is to link, by using specific objectives,
executives' compensation to the short-term and long-term performance of Sprint
so as to maximize long-term Stockholder value. Sprint's executive compensation
program consists of four elements: (1) base salary, (2) short-term incentive
compensation, (3) long-term incentive compensation and (4) stock options. To
develop a competitive compensation package, both base salary and total
compensation (i.e., the sum of all four elements) are compared to market data
from similarly sized companies in the telecommunications industry as well as
other industries from surveys conducted by independent compensation consultants
and from proxy data. The committee believes that the comparison groups
accurately reflect the market in which Sprint competes for executive talent.
Seven of the nine companies in the S&P Telephone Utility Index and the S&P
Telecommunications (Long Distance) Index, which are used in the Stock
Performance Graph on page 23 of this Proxy Statement, are included in the
comparison groups. The committee's policy is to target base salaries at the
50th percentile for base pay of similar positions within the comparison group,
and total compensation at the 75th percentile provided certain performance
objectives are achieved.

Section 162(m) of the Internal Revenue Code denies a tax deduction to any
publicly held corporation, such as Sprint, for compensation in excess of $1
million paid to any officer named in the summary compensation table of the
proxy statement (the Named Officer) unless such compensation is
performance-based under Section 162(m). It is Sprint's policy to design its
incentive compensation plans for the Named Officers in a manner so that such
incentive compensation would be deductible under Section 162(m).

Base Salary. Each year the committee makes a recommendation to the Board
establishing base pay for all Named Officers. In making this recommendation for
2001, the committee considered the salaries of other executives within the
comparison group and the executives' performance during 2000. With respect to
the latter, the committee exercised its judgment in evaluating the executives'
accomplishments during the year. As a result of his performance evaluations
during his tenure as Chief Executive Officer, Mr. Esrey's base salary exceeds
the median of the comparison group.

Short-Term Incentive Compensation. Sprint's short-term incentive
compensation (STIC) is a performance-driven annual incentive designed to
promote the near term objectives of the organization. For the Named Officers,
the material terms of the performance goals under STIC were approved by the
Stockholders at the 1997 Annual Meeting.

Target incentive opportunity for STIC is based on job level and potential
impact on organization results. The STIC payout is based on the achievement of
thirteen financial objectives--three for the Local Telecommunications Division
(LTD), four for Global Markets (GMG), five for Sprint PCS, and one
cross-selling objective. For each objective, targets were established and
compared to actual 2001 results. When the STIC payout for an individual
financial performance measure exceeds 200%, and if that amount is more than
$1,000, 50% of the excess payout amount will be carried forward and paid out in
two equal annual installments.

The remaining STIC payout will be made at the same time other STIC payouts
occur. All amounts carried forward will accrue interest at prime rate.

. The objectives for the LTD related to operating income growth (40%
weighting), net collectible revenue growth (40%), and economic value added
(EVA) (20%). Actual results were 7.6% of target on a weighted average
basis.

. The objectives for the GMG related to operating income growth, excluding
Sprint ION/(SM) (Integrated On-demand Network), High Speed Data (HSD), and
Broadband Wireless (BWG), (20% weighting), operating income growth for
Sprint ION, HSD and BWG (20%), net voice revenue (20%), and data, Internet
and broadband net revenue (40%). Actual results were 38.6% of target on a
weighted average basis.

. The objectives for Sprint PCS related to share of decisions (20%
weighting), average revenue per user (20%), cost to acquire per net gross
addition (20%), cash cost per user (20%), and annual churn (20%). Actual
results were 117.9% of target on a weighted average basis.

. The objective for cross-selling related to net new joint customers. The
actual result was 28.0% of target.

The weights assigned for a particular executive among the LTD, GMG, Sprint
PCS, and cross-selling depended on an executive's responsibilities with Sprint.
The entire STIC payout for the Named Officers, and for certain other executive
officers, was based on the achievement of these financial objectives. With
respect to other executive officers (and all STIC participants who are not
executive officers), however, the committee exercised its discretion to
increase the payout relating to the LTD financial objectives to 75% of target.
The action was warranted because, in comparing the division's performance to
its peers, Sprint's LTD had relatively strong results on key financial
measurements such as operating income growth, even though it did not meet the
aggressive financial targets established. Executive officers who did not
receive an increase relating to the LTD financial objectives received a special
grant of options to purchase FON and PCS common stock.

Mr. Esrey's STIC payout was based on the financial results described above,
and was not adjusted relating to the LTD financial objectives, using relative
weights for objectives--as follows: 25% for LTD, 25% for GMG, 40% for Sprint
PCS, and 10% for cross-selling. Based on these factors, Mr. Esrey earned a
payout of 61.5% of target. The executive officers earned STIC payouts on
average of 62.1% of target.

Long-Term Incentive Compensation. Sprint's long-term incentive compensation
(LTIP) is a three-year incentive plan designed to promote the long-term
objectives of the organization. Target incentive opportunity is established as
a percentage of the three-year average salary range midpoint and is based on
job level and potential impact on organization results. The target incentive
opportunity was converted to stock options under Sprint's Management Incentive
Stock Option Plan (MISOP) using the same conversion ratio applied to Sprint's
management incentive plans.

Stock Options. Stock option grants combined with LTIP comprise long-term
incentive compensation awarded to executive officers of Sprint. Total long-term
incentive compensation is targeted at the 75th percentile of the comparison
group. The Compensation Committee did not consider any measures of corporate or
individual performance in determining option grants and did not consider the
number of options already held by an executive. The Board believes that
granting options and other stock awards to officers and other key employees
enhances Sprint's ability to attract, retain and provide incentives to
individuals of exceptional talent necessary for its continued success.

During 2001, Mr. Esrey and Mr. LeMay were each granted options to buy
1,500,000 shares of FON Stock and 1,500,000 shares of PCS Stock as
consideration for their entering into employment contracts. The terms of these
contracts are described in the Employment Contracts section of this proxy
statement. The contracts provide that the grants of these options are in lieu
of annual executive stock option grants to Mr. Esrey and Mr. LeMay

for the years 2002 and 2003, and, unless otherwise determined by the
Compensation Committee, they will not be considered for or entitled to annual
executive stock option grants in those years.

In contrast to the normal vesting schedule of 25% per year, the options
granted in the employment contract to Mr. Esrey do not become exercisable until
February 26, 2005, at which time they will become exercisable in full. Mr.
Esrey forfeits the options if he resigns before the options become exercisable
or if Sprint terminates his employment unless the termination is without cause
and at least two non-employee directors on Sprint's Board vote against his
termination, in which case, the options will become fully exercisable upon
termination. In other respects, the options have the same terms as other
options issued under Sprint's 1990 Stock Option Plan, except that the options
will not become exercisable automatically on Mr. Esrey's retirement at age 65,
and the options will not, except following a change in control, continue to be
eligible for vesting during periods when Mr. Esrey is receiving benefits under
the severance arrangement of the employment contract.

The options granted in connection with Sprint's employment contract with Mr.
LeMay are similar to those granted to Mr. Esrey with only two exceptions.
First, Mr. LeMay's stock options become 20% exercisable after four years, an
additional 30% after five years, and the final 50% after six years. In
addition, the options become exercisable in full upon Mr. Esrey's retirement,
or a date no later than May 1, 2005, if Mr. LeMay does not become Chief
Executive Officer of Sprint.

Arthur Andersen LLP, Sprint's compensation consultant, advised the Board and
the Compensation Committee that, in its opinion, the employment and
compensation arrangements embodied in the new employment contracts were within
competitive practice and that they were appropriate to meet Sprint's goals and
in the best interests of Sprint's shareholders in that the level of
compensation they provide is within the range of competitive practice for
similarly situated executives in comparable companies and in the
telecommunications industry, and that they were in the best interests of
Sprint's shareholders in that they are intended to retain Mr. Esrey and Mr.
LeMay and to align their interests with the interests of Sprint's shareholders.

Also during 2001, the Board granted options that had been cancelled in 2000
under a program called the "Exchange Program," as explained below in the
"Compensation Committee report on the Exchange Program." Mr. Esrey and Mr.
LeMay were not eligible for the Exchange Program.

Certain exempt employees elected under Sprint's MISOP to receive options in
lieu of receiving up to 50% of their target opportunity under Sprint's
management incentive plans during 2001. For each $4.54 reduction in an
employee's target opportunity resulting from such election, the employee
received an option to purchase one share of FON Stock and for each $4.54
reduction in target opportunity, the employee received an option to purchase
one share of PCS Stock. The MISOP is in keeping with Sprint's philosophy of
increasing the percentage of compensation tied to stock ownership. The
Compensation Committee believes stock options more closely align stockholder
and employee interests by focusing executives on long-term growth and
profitability of Sprint and its common stock.

Stewart Turley, Chairman
Irvine O. Hockaday, Jr.
Charles E. Rice

Compensation Committee report on the Exchange Program

During 2001, the Board granted options in exchange for options that had been
cancelled in 2000 under a program called the "Exchange Program." Under the
Exchange Program, Sprint employees were given a choice to cancel stock options
granted to them in 2000, in exchange for an equal number of new options in the
future. The new options that were granted on May 11, 2001, have an exercise
price equal to the market price on that date. No members of Sprint's Board of
Directors, including Mr. Esrey and Mr. LeMay, were eligible for the Exchange
Program. All other active employees who had received stock options during 2000
were eligible.

The Board approved the Exchange Program because Sprint employees were in an
unusual circumstance. A large majority of the 2000 stock options were granted
when Sprint's stock price contained a merger premium. That premium no longer
was reflected in the stock price due to the regulators' failure to approve the
merger and the subsequent termination of the proposed merger with WorldCom,
Inc. In addition, options granted in 1999 and prior years had received
accelerated vesting upon the affirmative merger vote by the Stockholders on
April 28, 2000. When the Board approved the Exchange Program, it determined
that existing options no longer had sufficient value to motivate and retain
employees in the tight employment market.

Stewart Turley, Chairman
Irvine O. Hockaday, Jr.
Charles E. Rice

The tables below provide information concerning the stock options covered by
the Exchange Program for Sprint's executive officers. Except for the Exchange
Program, no other repricing has occurred during the last ten years. In February
2002, the Board adopted a policy regarding the cancellation and exchange, or
repricing, of existing stock options. A copy of the policy is attached as
Appendix A to this proxy statement.

Ten-Year Option Repricings

(This table heading and the column heading below use the term "repricing" as
required by applicable regulation. However, as described above, the Exchange
Program was not a traditional repricing.)

FON Stock

Length of
original
Securities Market price Exercise option term
underlying of stock at price at time remaining at
number of time of of repricing date of
options/SARs repricing or or repricing or
repriced or amendment amendment New exercise amendment
Name Date amended (#) ($) ($) price ($) (in months)
---- ---- ------------ ------------ ------------- ------------ ------------

Gene M. Betts.............. 5/11/01 60,000 21.93 66.25 21.93 104
Senior Vice President 5/11/01 27,000 21.93 61.94 21.93 104
and Treasurer 5/11/01 9,481 21.93 64.78 21.93 105
5/11/01 15,000 21.93 36.44 21.93 111

J. Richard Devlin.......... 5/11/01 100,000 21.93 66.25 21.93 104
Executive Vice President-- 5/11/01 45,000 21.93 61.94 21.93 104
General Counsel 5/11/01 15,434 21.93 64.78 21.93 105
and External Affairs 5/11/01 30,000 21.93 36.44 21.93 111

Michael B. Fuller.......... 5/11/01 140,000 21.93 66.25 21.93 104
President-- 5/11/01 71,000 21.93 61.94 21.93 104
Local Telecommunications 5/11/01 20,203 21.93 64.78 21.93 105
Division 5/11/01 44,000 21.93 36.44 21.93 111

Don G. Hallacy............. 5/11/01 42,000 21.93 59.19 21.93 107
Former President-- 5/11/01 16,500 21.93 36.44 21.93 111
Technology Services

Arthur B. Krause........... 5/11/01 120,000 21.93 66.25 21.93 104
Executive Vice President-- 5/11/01 54,000 21.93 61.94 21.93 104
Chief Financial Officer 5/11/01 17,348 21.93 64.78 21.93 105
5/11/01 35,000 21.93 36.44 21.93 111

Securities
underlying Length of
number of original
options/ Market price Exercise option term
SARs of stock at price at time remaining at
repriced time of of repricing date of
or repricing or or repricing or
amended amendment amendment New exercise amendment
Name Date (#) ($) ($) price ($) (in months)
---- ---- ---------- ------------ ------------- ------------ ------------

Kurtze, Arthur A............. 5/11/01 80,000 21.93 66.25 21.93 104
Former President-- 5/11/01 36,000 21.93 61.94 21.93 104
National Integrated Services 5/11/01 13,022 21.93 64.78 21.93 105
5/11/01 33,000 21.93 36.44 21.93 111

Len J. Lauer................. 5/11/01 80,000 21.93 66.25 21.93 104
President-- 5/11/01 40,000 21.93 61.94 21.93 104
Global Markets Group 5/11/01 13,022 21.93 64.78 21.93 105
5/11/01 33,000 21.93 36.44 21.93 111

Charles E. Levine............ 5/11/01 29,000 21.93 66.25 21.93 104
President--PCS 5/11/01 22,000 21.93 61.94 21.93 104
5/11/01 3,313 21.93 64.78 21.93 105
5/11/01 16,250 21.93 36.44 21.93 111

Forrest E. Mattix............ 5/11/01 6,000 21.93 66.25 21.93 104
Senior Vice President-- 5/11/01 4,500 21.93 61.94 21.93 104
Public Relations 5/11/01 1,248 21.93 64.78 21.93 105
and Brand Management 5/11/01 10,000 21.93 36.44 21.93 111

John P. Meyer................ 5/11/01 60,000 21.93 66.25 21.93 104
Senior Vice President and 5/11/01 27,000 21.93 61.94 21.93 104
Controller 5/11/01 9,481 21.93 64.78 21.93 105
5/11/01 15,000 21.93 36.44 21.93 111

Liane J. Pelletier........... 5/11/01 24,000 21.93 66.25 21.93 104
Senior Vice President-- 5/11/01 11,000 21.93 61.94 21.93 104
Strategic Planning 5/11/01 4,179 21.93 64.78 21.93 105
& Corporate Development 5/11/01 10,000 21.93 36.44 21.93 111

I. Benjamin Watson........... 5/11/01 60,000 21.93 66.25 21.93 104
Senior Vice President-- 5/11/01 27,000 21.93 61.94 21.93 104
Human Resources 5/11/01 9,481 21.93 64.78 21.93 105
5/11/01 15,000 21.93 36.44 21.93 111

Ten-Year Option Repricings

(This table heading and the column heading below use the term "repricing" as
required by applicable regulation. However, as described above, the Exchange
Program was not a traditional repricing.)

PCS Stock

Length of
original
Securities Market price Exercise option term
underlying of stock at price at remaining at
number of time of time of date of
options/SARs repricing or repricing or New repricing or
repriced or amendment amendment exercise amendment
Name Date amended (#) ($) ($) price ($) (in months)
---- ---- ------------ ------------ ------------ --------- ------------

Gene M. Betts................... 5/11/01 30,000 24.59 51.16 24.59 104
Senior Vice President 5/11/01 27,000 24.59 54.25 24.59 104
and Treasurer 5/11/01 3,615 24.59 51.31 24.59 105
5/11/01 7,500 24.59 55.13 24.59 111

J. Richard Devlin............... 5/11/01 50,000 24.59 51.16 24.59 104
Executive Vice President-- 5/11/01 44,000 24.59 54.25 24.59 104
General Counsel 5/11/01 5,885 24.59 51.31 24.59 105
and External Affairs 5/11/01 15,000 24.59 55.13 24.59 111

Michael B. Fuller............... 5/11/01 70,000 24.59 51.16 24.59 104
President-- 5/11/01 52,000 24.59 54.25 24.59 104
Local Telecommunications 5/11/01 7,704 24.59 51.31 24.59 105
Division 5/11/01 18,500 24.59 55.13 24.59 111

Don G. Hallacy.................. 5/11/01 21,000 24.59 52.44 24.59 107
Former President-- 5/11/01 7,000 24.59 55.13 24.59 111
Technology Services

Arthur B. Krause................ 5/11/01 60,000 24.59 51.16 24.59 104
Executive Vice President-- 5/11/01 54,000 24.59 54.25 24.59 111
Chief Financial Officer 5/11/01 6,615 24.59 51.31 24.59 105
5/11/01 17,500 24.59 55.13 24.59 111

Kurtze, Arthur A................ 5/11/01 40,000 24.59 51.16 24.59 104
Former President-- 5/11/01 36,000 24.59 54.25 24.59 104
National Integrated Services 5/11/01 4,965 24.59 51.31 24.59 105
5/11/01 14,000 24.59 55.13 24.59 111

Len J. Lauer.................... 5/11/01 40,000 24.59 51.16 24.59 104
President--Global Markets Group 5/11/01 30,000 24.59 54.25 24.59 104
5/11/01 4,965 24.59 51.31 24.59 105
5/11/01 14,000 24.59 55.13 24.59 111

Charles E. Levine............... 5/11/01 110,000 24.59 51.16 24.59 104
President--PCS 5/11/01 56,000 24.59 54.25 24.59 104
5/11/01 9,234 24.59 51.31 24.59 105
5/11/01 16,250 24.59 55.13 24.59 111

Securities
underlying Length of
number of original
options/ Market price Exercise option term
SARs of stock at price at remaining at
repriced time of time of date of
or repricing or repricing or New repricing or
amended amendment amendment exercise amendment
Name Date (#) ($) ($) price ($) (in months)
---- ---- ---------- ------------ ------------ --------- ------------

Forrest E. Mattix......... 5/11/01 22,000 24.59 51.16 24.59 104
Senior Vice President-- 5/11/01 11,000 24.59 54.25 24.59 104
Public Relations 5/11/01 3,479 24.59 51.31 24.59 105
and Brand Management 5/11/01 5,000 24.59 55.13 24.59 111

John P. Meyer............. 5/11/01 30,000 24.59 51.16 24.59 104
Senior Vice President and 5/11/01 27,000 24.59 54.25 24.59 104
Controller 5/11/01 3,615 24.59 51.31 24.59 105
5/11/01 7,500 24.59 55.13 24.59 111

Liane J. Pelletier........ 5/11/01 12,000 24.59 51.16 24.59 104
Senior Vice President-- 5/11/01 11,000 24.59 54.25 24.59 104
Strategic Planning 5/11/01 1,594 24.59 51.31 24.59 105
& Corporate Development 5/11/01 5,000 24.59 55.13 24.59 111

I. Benjamin Watson........ 5/11/01 30,000 24.59 51.16 24.59 104
Senior Vice President-- 5/11/01 27,000 24.59 54.25 24.59 104
Human Resources 5/11/01 3,615 24.59 51.31 24.59 105
5/11/01 7,500 24.59 55.13 24.59 111

Summary compensation table

The following table reflects the cash and non-cash compensation for services
in all capacities to Sprint by those persons who were, as of December 31, 2001,
the chief executive officer and the other four most highly compensated
executive officers of Sprint (the Named Officers):

Summary Compensation Table

Annual Compensation Long-Term Compensation
------------------------------ ----------------------------------------
Awards Payouts
------------------------------ ---------
Securities
Other Restricted Underlying
Annual Stock Options (#)(3) LTIP All Other
Name And Salary Bonus Compensation Award(s) ------------------- Payouts Compensation
Principal Position Year ($)(1) ($)(1) ($) ($)(2) FON PCS ($) ($)(4)
------------------ ---- --------- ---------- ------------ ---------- --------- --------- --------- ------------

William T. Esrey...... 2001 1,075,000 $ 213,020 153,623(5) 0 2,385,055 2,385,055 0 81,126
Chairman and Chief 2000 1,000,000 220,176 103,986 0 1,316,623 645,679 0 72,698
Executive Officer 1999 1,000,000 1,381,698 103,790 0 1,713,260 760,186 0 61,099

J. Richard Devlin..... 2001 429,600 40,878 20,903 0 285,290 209,741 0 8,220
Executive Vice 2000 429,600 39,869 8,446 0 325,961 167,260 0 19,591
President--General 1999 426,550 289,291 7,730 0 343,735 161,682 0 11,495
Counsel and
External Affairs

Arthur B. Krause...... 2001 435,500 249,134 10,546 0 325,581 237,348 0 45,710
Executive Vice 2000 433,898 45,581 12,400 0 399,096 172,485 0 82,969
President--Chief 1999 426,069 324,712 7,447 0 390,119 134,842 0 50,344
Financial Officer

Ronald T. LeMay....... 2001 951,525 148,541 138,696(6) 0 2,048,821 2,048,821 0 5,100
President and Chief 2000 902,400 124,964 5,824 0 1,721,824 590,196 0 5,868
Operating Officer 1999 883,400 807,429 10,550 0 870,802 375,548 0 3,532

Charles E. Levine..... 2001 394,390 199,790 5,774 390,172 200,172 398,218 0 5,100
President--Sprint 2000 350,775 248,664 5,415 0 73,887 246,020 1,316,778 7,650
PCS(7)

--------
(1) Includes all amounts earned for the respective years, even if deferred
under Sprint's Executive Deferred Compensation Plan. All bonuses were paid
under Sprint's short-term incentive plans and do not include the value of
the special grant of stock options received by the Named Officers as
described in the Compensation Committee Report on Executive Compensation.
(2) As of December 31, 2001, the Named Officers held restricted shares of FON
Stock and PCS Stock as set forth in the following table. The market value
of the shares is based on a value of $20.08 per share for FON Stock and
$24.41 per share for PCS Stock (the closing price at December 31, 2001).
Each of the Named Officers has the right to vote and receive dividends on
the restricted shares.

FON Stock PCS Stock
------------------------- -------------------------
Number of shares Value Number of shares Value
---------------- -------- ---------------- --------

Mr. Esrey. 0 $ 0 0 $ 0
Mr. Devlin 0 0 0 0
Mr. Krause 0 0 0 0
Mr. LeMay. 0 0 0 0
Mr. Levine 6,800 136,544 9,000 219,690

(3) Reflects the two-for-one stock splits of FON Stock in the second quarter of
1999 and PCS Stock in the first quarter of 2000.
(4) Consists of amounts for 2001 (a) contributed by Sprint under the Sprint
Retirement Savings Plan and (b) representing the portion of interest
credits on deferred compensation accounts under Sprint's Executive Deferred
Compensation Plan that are at above-market rates, as follows:

Savings Plan Above-Market
Contribution Earnings
------------ ------------

Mr. Esrey. $5,100 $76,026
Mr. Devlin 5,100 3,120
Mr. Krause 5,100 40,610
Mr. LeMay. 5,868 0
Mr. Levine 7,650 0

(5) Includes the cost to Sprint of providing tax and financial services of
$53,765.
(6) Includes the cost to Sprint of providing tax and financial services of
$54,564.
(7) Mr. Levine was elected Chief Operating Officer--PCS on October 10, 2000 and
President--Sprint PCS on February 13, 2001.

Option grants

The following tables summarize options granted to the Named Officers under
Sprint's stock option plans during 2001. The table does not reflect 2,931,104
shares of FON Stock and 1,166,035 shares of PCS Stock underlying options
granted in prior years that, solely for technical reasons, were
administratively re-granted with identical terms during 2001 to ensure
compliance with certain tax requirements. This re-grant of options had no
consequence to or impact on the Named Officers.

The amounts shown as potential realizable values on these options are based
on arbitrarily assumed annualized rates of appreciation in the price of
Sprint's common stock of five percent and ten percent over the term of the
options, as set forth in SEC rules. The Named Officers will realize no gain on
these options without an increase in the price of Sprint's common stock that
will benefit all Stockholders proportionately.

Unless otherwise indicated, each option listed below has the following
terms. Vesting is accelerated in the event of an employee's death or permanent
disability. In addition, if an option has been outstanding for at least one
year, vesting is accelerated upon a change in control or an employee's normal
retirement at age 65 or older. A change in control is deemed to occur if (1)
someone acquires 20% or more of the voting power of Sprint stock, (2) there is
a change of a majority of the Directors within a two-year period, or (3) there
is a merger in which Sprint is not the surviving entity. Each option has a
reload feature. Sprint granted no stock appreciation rights during 2001.

Option Grants in Last Fiscal Year

FON Stock Options

Number of % of
Securities Total Options Potential Realizable Value
Underlying Granted to Exercise Or at Assumed Annual Rates
Options Employees In Base Price Expiration of Stock Price Appreciation
Name Granted (#) Fiscal Year ($/Sh) Date for Option Term(1)
---- ----------- ------------- ----------- ---------- ---------------------------
0% 5% 10%
-- ----------- -----------

William T. Esrey. 735,000(2) 2.2% 26.53 1/10/11 $0 $12,263,740 $31,078,725
1,500,000(3) 4.4% 22.97 2/26/11 0 21,663,848 54,900,443
48,183(4) 0.1% 21.93 5/11/11 0 664,372 1,683,649
101,872(5) 0.3% 21.93 5/11/11 0 1,404,664 3,559,693
J. Richard Devlin 65,000(2) 0.2% 21.93 5/11/11 0 896,253 2,271,282
10,308(4) 0.0% 21.93 5/11/11 0 142,132 360,190
19,548(5) 0.1% 21.93 5/11/11 0 269,538 683,062
100,000(6)(11) 0.3% 21.93 1/3/10 0 1,151,086 2,807,362
45,000(7)(11) 0.1% 21.93 1/24/10 0 522,218 1,275,684
9,901(8)(11) 0.0% 21.93 2/8/10 0 115,566 282,632
5,533(4)(11) 0.0% 21.93 2/8/10 0 64,582 157,944
30,000(2)(11) 0.1% 21.93 8/7/10 0 374,710 929,242
Arthur B. Krause. 88,000(2) 0.3% 21.93 5/11/11 0 1,213,389 3,074,967
11,233(4) 0.0% 21.93 5/11/11 0 154,886 392,513
120,000(6)(11) 0.4% 21.93 1/3/10 0 1,381,303 3,368,834
54,000(7)(11) 0.2% 21.93 1/24/10 0 626,662 1,530,821
11,319(8)(11) 0.0% 21.93 2/8/10 0 132,117 323,110
6,029(4)(11) 0.0% 21.93 2/8/10 0 70,371 172,103
35,000(2)(11) 0.1% 21.93 8/7/10 0 437,162 1,084,115
Ronald T. LeMay.. 450,000(2) 1.3% 26.53 1/10/11 0 7,508,412 19,027,791
1,500,000(9) 4.4% 22.97 2/26/11 0 21,663,848 54,900,443
27,786(4) 0.1% 21.93 5/11/11 0 383,128 970,921
71,035(5) 0.2% 21.93 5/11/11 0 979,467 2,482,162
Charles E. Levine 95,750(2) 0.3% 21.93 5/11/11 0 1,320,250 3,345,773
11,833(4) 0.0% 21.93 5/11/11 0 163,159 413,478
22,026(5) 0.1% 21.93 5/11/11 0 303,706 769,650
29,000(6)(11) 0.1% 21.93 1/3/10 0 333,815 814,135
22,000(7)(11) 0.1% 21.93 1/24/10 0 255,307 623,668
1,503(8)(11) 0.0% 21.93 2/8/10 0 17,543 42,904
1,810(4)(11) 0.0% 21.93 2/8/10 0 21,127 51,668
16,250(2)(11) 0.0% 21.93 8/7/10 0 202,968 503,339

Option Grants in Last Fiscal Year

PCS Stock Options

Potential Realizable Value
Number of % of at Assumed Annual Rates
Securities Total Options of Stock Price Appreciation
Underlying Granted to Exercise Or for Option Term(1)
Options Employees In Base Price Expiration ---------------------------
Name Granted (#) Fiscal Year ($/Sh) Date 0% 5% 10%
---- ----------- ------------- ----------- ---------- -- ----------- -----------

William T. Esrey 735,000(2) 2.2% 26.69 1/10/11 $0 $12,335,965 $31,261,756
1,500,000(3) 4.5% 25.26 2/26/11 0 23,828,817 60,386,902
48,183(4) 0.1% 24.59 5/11/11 0 744,975 1,887,914
101,872(5) 0.3% 24.59 5/11/11 0 1,575,081 3,991,565

J. Richard Devlin 65,000(2) 0.2% 24.59 5/11/11 0 $ 1,004,989 $ 2,546,840
10,308(4) 0.0% 24.59 5/11/11 0 159,376 403,890
19,548(5) 0.1% 24.59 5/11/11 0 302,239 765,933
50,000(6)(11) 0.1% 24.59 1/3/10 0 645,370 1,573,979
44,000(7)(11) 0.1% 24.59 1/24/10 0 572,562 1,398,666
2,110(8)(11) 0.0% 24.59 2/8/10 0 27,616 67,539
3,775(4)(11) 0.0% 24.59 2/8/10 0 49,408 120,834
15,000(2)(11) 0.0% 24.59 8/7/10 0 210,085 520,990
Arthur B. Krause. 88,000(2) 0.3% 24.59 5/11/11 0 1,360,601 3,448,030
11,233(4) 0.0% 24.59 5/11/11 0 173,678 440,133
60,000(6)(11) 0.2% 24.59 1/3/10 0 774,443 1,888,775
54,000(7)(11) 0.2% 24.59 1/24/10 0 702,690 1,716,545
4,316(8)(11) 0.0% 24.59 2/8/10 0 56,489 138,151
2,299(4)(11) 0.0% 24.59 2/8/10 0 30,090 73,589
17,500(2)(11) 0.1% 24.59 8/7/10 0 245,100 607,821
Ronald T. LeMay.. 450,000(2) 1.3% 26.69 1/10/11 0 7,552,631 19,139,851
1,500,000(9) 4.5% 25.26 2/26/11 0 23,828,817 60,386,902
27,786(4) 0.1% 24.59 5/11/11 0 429,610 1,088,715
71,035(5) 0.2% 24.59 5/11/11 0 1,098,299 2,783,305
Charles E. Levine 137,750(2) 0.4% 24.59 5/11/11 0 2,129,804 5,397,342
17,749(4) 0.1% 24.59 5/11/11 0 274,424 695,444
33,040(5) 0.1% 24.59 5/11/11 0 510,844 1,294,579
110,000(6)(11) 0.3% 24.59 1/3/10 0 1,419,813 3,462,754
56,000(7)(11) 0.2% 24.59 1/24/10 0 728,716 1,780,120
4,189(8)(11) 0.0% 24.59 2/8/10 0 54,827 134,086
5,045(4)(11) 0.0% 24.59 2/8/10 0 66,030 161,486
16,250(2)(11) 0.0% 24.59 8/7/10 0 227,592 564,406
6,689(10) 0.0% 22.05 1/27/07 0 49,476 112,031
11,506(10) 0.0% 22.05 12/8/08 0 117,395 279,590

--------
(1) The dollar amounts in these columns are the result of calculations at the
five percent and ten percent rates set by the SEC and are not intended to
forecast future appreciation of Sprint's common stock.
(2) The vesting schedule for this option is 25% on each of February 13, 2002,
February 13, 2003, February 13, 2004, and February 13, 2005.
(3) This option grant was made in consideration of Mr. Esrey's entering into
an employment contract as described in the Compensation Committee Report
on Executive Compensation. The vesting schedule for this option is 100% on
February 26, 2005. Mr. Esrey will forfeit these options if he resigns
before the options become exercisable or if Sprint terminates his
employment unless the termination is without cause and at least two
non-employee directors on Sprint's Board vote against his termination, in
which case, the options will become fully exercisable. The options will
not become exercisable automatically on Mr. Esrey's retirement at age 65.
The definition of change in control for these options differs in that the
level of stock acquisition needed to trigger a change in control is 30% of
Sprint's combined voting power rather than 20% and the definition was
refined as more fully described in the "Employment Contracts" section of
this proxy statement.
(4) This option vests 100% on December 31, 2003.
(5) This option was granted under the MISOP. Under the MISOP, the optionee
elected to receive options in lieu of receiving a portion of his bonus
under the management incentive compensation plan. The MISOP benefits
Sprint by reducing the cash bonus paid to the executive. It further
increases the percentage of compensation tied to stock ownership, in
keeping with Sprint's philosophy to more closely align stockholder and
employee interests. This option vested 100% on December 31, 2001.

(6) The vesting schedule for this option is 25% on each of May 11, 2001, May
11, 2002, May 11, 2003, and May 11, 2004.
(7) This option vests 100% on May 11, 2002.
(8) This option vested 100% on May 11, 2001.
(9) This option grant was made in consideration of Mr. LeMay's entering into
an employment contract as described in the Compensation Committee Report
on Executive Compensation. The vesting schedule for this option is 20% on
February 26, 2005, 30% on February 26, 2006, and 50% on February 26, 2007.
This option also vests if Mr. LeMay does not become Chief Executive
Officer of Sprint as more fully described in the "Employment Contracts"
section of this proxy statement. Mr. LeMay will forfeit these options if
he resigns before the options become exercisable or if Sprint terminates
his employment unless the termination is without cause and at least two
non-employee directors on Sprint's Board vote against his termination, in
which case the options will become fully exercisable. The definition of
change in control for these options differs in that the level of stock
acquisition needed to trigger a change in control is 30% of Sprint's
combined voting power rather than 20% and the definition was refined as
more fully described in the "Employment Contracts" section of this proxy
statement.
(10) This option is a reload option. A reload option is an option granted when
an optionee exercises a stock option and makes payment of the purchase
price using shares of previously owned FON Stock or PCS Stock. A reload
option grant is for the number of shares utilized in payment of the
purchase price and tax withholding, if any. The exercise price for a
reload option is equal to the market price of FON Stock or PCS Stock on
the date the reload option is granted. A reload option becomes exercisable
one year from the date the original option was exercised and does not have
a reload feature.
(11) These options were granted in exchange for options cancelled on November
10, 2000, under the terms of the Exchange Program described in the
Compensation Committee report on the Exchange Program.

Option exercises and fiscal year-end values

The following tables summarize the net value realized on the exercise of
options in 2001, and the value of options outstanding at December 31, 2001, for
the Named Officers.

Aggregated Option Exercises in 2001
and Year-end Option Values

FON Stock

Shares Value Number of Securities Value of Unexercised
Acquired on Received(1) Underlying Unexercised In the Money Options
Exercise (#) ($) Options at 12/31/01 At 12/31/01(2)
------------ ----------- --------------------------------- ---------------------------------
Exercisable (#) Unexercisable (#) Exercisable ($) Unexercisable ($)
--------------- ----------------- --------------- -----------------

William T. Esrey. 0 0 7,267,126 2,867,832 39,925 0
J. Richard Devlin 0 0 603,193 230,841 0 0
Arthur B. Krause. 0 0 670,394 284,262 71,679 0
Ronald T. LeMay.. 0 0 3,316,333 2,341,730 0 0
Charles E. Levine 0 0 50,537 169,393 0 0

Aggregated Option Exercises in 2001
and Year-end Option Values

PCS Stock

William T. Esrey. 0 0 3,568,213 2,572,581 53,971,538 2,409
J. Richard Devlin 0 0 272,122 173,918 1,418,423 8,696
Arthur B. Krause. 0 0 306,939 218,032 3,927,945 10,902
Ronald T. LeMay.. 0 0 795,924 2,158,103 4,558,352 1,389
Charles E. Levine 30,696 433,677 188,911 333,489 380,485 62,799

--------
(1) The value realized upon exercise of an option is the difference between the
fair market value of the shares of FON Stock and PCS Stock received upon
the exercise, valued on the exercise date, and the exercise price paid.
(2) The value of unexercised, in-the-money options is the number of shares
underlying options times the difference between the exercise price of the
options and the fair market value, at December 31, 2001, of FON Stock
($20.055) and PCS Stock ($24.635).

Pension plans

Under the Sprint Retirement Pension Plan, eligible employees generally
accrue for each year of service a retirement benefit equal to 1.5% of career
average compensation, subject to limitations under the Internal Revenue Code.
In addition, the Named Officers participate in a supplemental retirement plan
that provides additional benefits. Assuming each of the Named Officers
continues to work at Sprint until age 65 and that his pensionable compensation
for years after 2001 will be his 2001 pensionable compensation, the Named
Officers would receive an estimated annual pension benefit, expressed as an
annuity for life, as follows: Mr. Esrey--$1,294,700, Mr. Devlin--$308,800, Mr.
Krause--$415,000, Mr. LeMay--$680,700, and Mr. Levine--$375,350.

In addition, Sprint has a key management benefit plan that permits a
participant to elect a supplemental retirement benefit. More information on the
plan is provided in the following section under "Employment Contracts."

Employment contracts

Employment contracts with Mr. Esrey and Mr. LeMay. Sprint entered into new
employment contracts with Mr. Esrey and Mr. LeMay, each dated February 26,
2001, designed to ensure their long-term employment with Sprint, to provide
competitive compensation, and to link their compensation to shareholder value.
The employment contracts combine, supercede, and amend several previously
disclosed agreements between Sprint and each of Messrs. Esrey and LeMay,
including contingency employment agreements, non-competition and severance
agreements, and a post-retirement consulting agreement with Mr. Esrey.

Mr. Esrey has agreed in his employment contract not to compete with Sprint,
and his agreement has been expanded in several ways: the scope of competitive
activity has been expanded from a focus on voice communications to include
data-centric aspects of Sprint's business, the term of the covenant has been
extended from 18 months to 36 months following termination of Mr. Esrey's
employment, the geographic extent of the covenant has been clarified to ensure
inclusion of international communications companies doing business in the
United States, and the covenant remains binding following a change in control
of Sprint. In addition, Mr. Esrey has agreed to additional covenants protecting
Sprint's interests.

Mr. Esrey has also agreed in his employment contract to waive any right to
claim benefits under his old contingency employment agreement arising from
Sprint's shareholder approval in 2000 of the merger with WorldCom, Inc., and
has agreed to a more limited definition of "change in control" to govern the
contingency employment arrangement under the new employment contract. Among
other things, the new definition of change in control raises the level of stock
acquisition needed to trigger a change in control from 20% to 30% of Sprint's
combined voting power and refines the requirements for mergers and other
transactions so as to eliminate triggering a change in control in transactions
that do not represent a change in control of the resulting entity. In other
respects, the new employment contract continues the arrangements of the prior
agreement for providing payment of benefits for a period of up to 35 months to
Mr. Esrey if Sprint terminates his employment without cause or he resigns due
to a diminution in his responsibilities, authority, or compensation within
three years (or the end of the term of the employment contract, if earlier)
following a change in control of Sprint. The benefits are substantially similar
to those provided under the superceded contingency employment agreement and are
described below. The employment contract also continues in effect the severance
arrangement providing benefits

to Mr. Esrey for a period of up to 18 months if, before a change in control of
Sprint, Sprint terminates his employment without cause or he resigns due to a
serious diminution in his responsibilities, authority, or compensation while
employed by Sprint. These benefits are also described below.

The employment contract also obligates Mr. Esrey to provide up to 30 days
per year of consulting services following a termination of his employment after
February 26, 2003, or in certain other circumstances, at a per diem rate for
the days he provides services based on his salary at the time of his
termination. For the first 10 years of the post-retirement consulting
arrangement, Sprint agrees to provide Mr. Esrey access to facilities and
services comparable to those provided him during his employment. Thereafter,
and for the remainder of Mr. Esrey's life, Sprint is only required to provide
Mr. Esrey with a comparable office and secretarial support.

Mr. LeMay's employment contract is similar to the contract with Mr. Esrey
with two exceptions. First, upon Mr. Esrey's retirement, or a date no later
than May 1, 2005, if Mr. LeMay does not become Chief Executive Officer of
Sprint, his options become exercisable in full and he is entitled to up to 12
months of severance benefits if he resigns within 60 days. Second, Mr. LeMay's
contract does not contain a post-retirement consulting arrangement.

Employment contract with Mr. Levine. In 2001, Mr. Levine entered into an
employment contract patterned on the employment contract entered into by Mr.
LeMay. This agreement, however, provides only for a 18-month post-employment
covenant not to compete, requires no board action to effect a termination for
cause, and provides no commitment by the board to consider share acquisition or
retention loans. The agreement did not provide for grants of stock options in
lieu of annual executive grants, but Sprint did grant shares of restricted
stock to Mr. Levine as partial consideration for entering into the employment
contract.

Sprint has filed these employment contracts with the SEC. They are available
on the SEC's website at www.sec.gov, and Sprint hereby incorporates them by
reference.

Contingency employment arrangements. Sprint has contingency employment
agreements with Messrs. Devlin and Krause and has provided contingency
employment arrangements in the new employment contracts with Messrs. Esrey,
LeMay, and Levine, that provide for separation pay and benefits if, following a
change in control of Sprint, Sprint terminates their employment without cause
or they resign due to a diminution in responsibilities, authority, or
compensation. The benefits include monthly salary payments for up to 35 months
and three payments each equal to the highest short-term plus the highest
long-term incentive compensation awards received for the three performance
periods before termination. For purposes of the Key Management Benefit Plan,
they will be deemed to have remained a Key Executive (as defined in the plan)
until age 60 and interest will be credited to their accounts under the
Executive Deferred Compensation Plan at the maximum rate allowed under the
plan. In addition, Sprint will determine their retirement benefits assuming
three years of additional service and will not impose on them any reduction to
benefits for early retirement. The benefits also include life, disability,
medical, and dental insurance coverage for up to 35 months following
termination. Finally, these officers are not subject to plan provisions that
require a reduction of benefits to levels deductible under Section 280G of the
Internal Revenue Code, and if any excise tax is imposed on them by Section 4999
of the Internal Revenue Code as a result of a change in control, Sprint will
make them whole. As noted above, Mr. Esrey and Mr. LeMay have waived their
right to any benefits resulting from shareholder approval of the WorldCom,
Inc., merger under their old contingency employment agreements.

Non-competition and severance arrangements. Mr. Devlin and Mr. Krause have
each signed non-competition and severance agreements with Sprint and Messrs.
Esrey, LeMay, and Levine have similar provisions in their employment contracts.
These arrangements prohibit the executives from performing services for a
competitor for up to 18 months (36 months in the case of Mr. Esrey and Mr.
LeMay) following termination of their employment. The severance arrangements
provide that they will receive 18 months of compensation and benefits following
an involuntary termination of employment without cause or upon a constructive
discharge following a diminution of their responsibilities or compensation, or
a forced relocation in certain circumstances.

Key management benefit plan. Sprint has a key management benefit plan
providing for a survivor benefit in the event of the death of a participant or,
in the alternative, a supplemental retirement benefit. Under the plan, if a
participant dies before retirement, the participant's beneficiary will receive
ten annual payments each equal to 25% of the participant's highest annual
salary during the five-year period immediately before the time of their death.
If a participant dies after retiring or becoming permanently disabled, the
participant's beneficiary will receive a benefit equal to 300% (or a reduced
percentage if the participant retires before age 60) of the participant's
highest annual salary during the five-year period immediately before the time
of retirement or disability, payable either in a lump sum or in installments at
the election of the participant. At least 13 months before retirement, a
participant may elect a supplemental retirement benefit in lieu of all or a
portion of the survivor benefit. The supplemental retirement benefit will be
the actuarial equivalent of the survivor benefit. Messrs. Esrey, Devlin,
Krause, LeMay, and Levine are participants in the plan.

Performance graphs

The graph below compares the yearly percentage change in the cumulative
total return for FON Stock as compared with the S&P(R) 500 Stock Index, the
S&P(R) Telephone Utility Index and the S&P(R) Telecommunications (Long
Distance) Index, for the five-year period from December 31, 1996 to December
31, 2001. The return for FON Stock is based on the historical return of Sprint
common stock before the 1998 recapitalization of Sprint's common stock into FON
Stock and PCS Stock (the 1998 Recapitalization) as adjusted for the
recapitalization and is based on the return of FON Stock after the 1998
Recapitalization. The returns for the S&P indexes are compounded annually.

The companies that comprise the S&P Telephone Utility Index are ALLTEL
Corporation, BellSouth Corporation, CenturyTel, Inc., Qwest Corporation, SBC
Communications, Inc., and Verizon Communications Inc. The companies that
comprise the S&P Telecommunications (Long Distance) Index are AT&T Corporation,
Global Crossing Ltd., WorldCom, Inc., and Sprint FON Group.

1996 1997 1998 1999 2000 2001
------ ------ ------ ------ ------ ------

Sprint FON......... 100.00 150.08 244.71 395.37 120.90 122.33
S&P 500............ 100.00 133.36 171.47 207.55 188.67 166.25
S&P (Long Distance) 100.00 141.58 229.43 268.00 82.46 90.36
S&P Telephone...... 100.00 140.12 205.88 217.12 191.48 160.42

The graph below compares the yearly percentage change in the cumulative
total return for PCS Stock as compared with the S&P(R) 500 Stock Index and the
Barclays Capital Wireless Index, for the period from November 23, 1998 to
December 31, 2001. The returns for the S&P and Barclays indexes are compounded
annually.

The companies which comprise the Barclays Capital Wireless Index are Alltel,
Centennial Communications, Leap Wireless, Millicom, Nextel Communications,
Price Communications, Rural Cellular, Sprint PCS, Telesystem, US Cellular,
Vimpel Communications, Vodafone, and Western Wireless.

11/23/98 1998 1999 2000 2001
-------- ------ ------ ------ ------

Sprint PCS............... 100.00 124.58 552.19 220.21 263.02
S&P 500.................. 100.00 103.45 125.41 114.00 100.45
Barclays Capital Wireless 100.00 114.19 280.70 165.16 126.68

Certain relationships and other transactions

Mr. Ausley is chairman of the law firm of Ausley & McMullen, which provided
legal services to certain affiliates of Sprint in 2001 for which it billed
$723,292.

II. APPROVAL OF PERFORMANCE GOALS FOR
EXECUTIVE INCENTIVE COMPENSATION

(Item 2 on Proxy Card)

Section 162(m), which was added to the Internal Revenue Code in 1993, denies
a publicly-traded corporation's tax deduction for compensation it pays to
certain executive officers in excess of $1 million per year for such officer.
Section 162(m) also provides an exception for performance-based compensation
the material terms of which have been approved by a corporation's stockholders.

In 1997, Sprint's stockholders approved, in accordance with Section 162(m),
the material terms of incentive compensation provided to certain executive
officers. Section 162(m) requires that stockholders approve the material terms
of incentive compensation plans every five years if the company has the ability
to change performance targets from year to year. Accordingly, under this
proposal Sprint's stockholders are being asked again to approve the material
terms of incentive compensation provided to certain executive officers.

The proposal updates the list of business criteria on which performance
goals may be based to ensure that the Compensation Committee can provide
incentives that properly reflect Sprint's business objectives. In addition, the
proposal includes the annual maximum amount of compensation that can be awarded
to any employee and those employees eligible for incentive compensation.

The Compensation Committee determines periods of time (generally one to
three years in length) during which Sprint's performance will be measured.
Executives may earn incentive payouts based on achievement of either short-term
or long-term performance objectives. Incentive compensation payouts may take
the form of cash and/or shares of FON and/or PCS common stock. For future
payouts which the company intends to qualify as performance-based compensation
in accordance with Section 162(m) including those payouts based on performance
during 2002, the stockholders are asked to approve the following:

. Business criteria--Business criteria that will be used to set performance
goals may be based on any of the following, alone, in combination, or
relative to other companies in Sprint's industry group, and may be
applicable to Sprint in total or any one or part of Sprint's divisions,
joint ventures, or complementary businesses as the Compensation Committee
deems appropriate: revenue, earnings, shareholder return, economic value
added (EVA), cash flow, operating performance, expenses, capital spending,
market share, market expansion, customer acquisition, customer
satisfaction and employee satisfaction.

. Annual maximum incentive payout limit--The maximum payment in any calendar
year to any employee is limited to $7.5 million (exclusive of incentive
opportunity received in stock options).

. Eligible employees--The eligible employees for any year shall be the Named
Officers identified in the Summary Compensation Table of the proxy
statement for that year and other key employees of the company designated
by the Compensation Committee.

The actual amount of incentive payouts with respect to the performance
objectives and formulas for 2002 that may be made under the incentive plans are
not presently determinable because such amounts are dependent on the future
attainment of the performance objectives with respect to such payouts. Subject
to the Compensation Committee's discretion to reduce payouts, the following
table shows the incentive payouts that would have been received by all
participants for 2001 had the performance goals been based on selected business
criteria:

Name and position Dollar Value
----------------- ------------

William T. Esrey, Chairman and Chief Executive Officer.......................... $ 213,020
J. Richard Devlin, Executive Vice President General Counsel and External Affairs $ 40,878
Arthur B. Krause, Executive Vice President--Chief Financial Officer............. $ 249,134
Ronald T. LeMay, President and Chief Operating Officer.......................... $ 148,541
Charles E. Levine, President Sprint PCS......................................... $ 199,790
All executive officers as a group............................................... $ 1,587,807
Non-employee Directors.......................................................... $ 0
Non-executive Officer Employee Group............................................ $90,987,761

Because the Board believes that appropriate incentive compensation is
critical to the ability of Sprint to attract and retain individuals necessary
for its success, the Compensation Committee and the Board of Directors believe
that approval of the material terms of the incentive compensation is in the
best interest of Sprint and its stockholders. These approvals are not required
by the plans or by applicable securities laws or stock exchange rules. In the
event that stockholders do not approve the material terms, payments would not
be made under the incentive compensation program referred to above, and
payments under any alternative program would not qualify for the exclusion from
the $1 million limit under Section 162(m).

The Board of Directors recommends that you vote FOR the approval.

III. SELECTION OF INDEPENDENT AUDITORS
(Item 3 on Proxy Card)

The Board of Directors of Sprint has voted to appoint Ernst & Young LLP as
independent auditors to examine the consolidated financial statements of Sprint
and its subsidiaries for the year ended December 31, 2002, subject to your
approval at the Annual Meeting.

Ernst & Young has examined the financial statements of Sprint since 1965.
Representatives of Ernst & Young will be present at the Annual Meeting and will
have the opportunity to make a statement and to respond to appropriate
questions. The affirmative vote of a majority of the votes cast in person or by
proxy and entitled to vote at the Annual Meeting is necessary for the approval
of the appointment of Ernst & Young as independent auditors. If the appointment
of Ernst & Young is not approved at the meeting, the Board will consider the
selection of another accounting firm.

Audit Fees. For professional services rendered for the audit of Sprint's
year 2001 financial statements and the review of the financial statements
included in Sprint's year 2001 Forms 10-Q, Ernst & Young billed Sprint a total
of $2.5 million.

Financial Information Systems Design and Implementation Fees. There were no
fees by Ernst & Young related to financial information system design and
implementation during 2001.

All Other Fees. In addition to the fees described above, Ernst & Young
billed Sprint an aggregate of $9.4 million for all other services rendered
during 2001. Of this amount, $4.3 million consists of fees for audit related
services. Audit related services generally include fees for regulatory cost
allocation audits, benefit plan audits, accounting consultations, SEC
Registration Statements, and revenue assurance and security controls compliance
reviews. Other services include fees primarily for tax services, non-financial
software and system development, and project management.

In addition to services Ernst & Young provided to Sprint, some Sprint
executives engage Ernst & Young to provide financial planning and tax services.
Sprint reimburses the executives for the fees associated with these services.

The Audit Committee considered whether the non-audit services rendered by
Ernst & Young were compatible with maintaining Ernst & Young's independence as
auditors of Sprint's financial statements.

The Board of Directors recommends that you vote FOR the approval of the
appointment.

IV. STOCKHOLDER PROPOSALS

A. STOCKHOLDER PROPOSAL CONCERNING
GREENHOUSE GAS EMISSIONS

(Item 4 on Proxy Card)

The Missionary Oblates of Mary Immaculate, 391 Michigan Avenue, NE,
Washington, DC 20017-1516, owner of 12,700 shares of PCS Stock, has given
notice of its intention to introduce the following resolution at the Annual
Meeting. The Sisters of Providence Community Support Trust, Saint
Mary-of-the-Woods, Indiana, is co-sponsor of the resolution.

WHEREAS:

. The Intergovernmental Panel on Climate Change has found "new and stronger
evidence that most of the warming observed over the last 50 years is
attributed to human activity." (IPCC, 2001)

. Growing evidence indicates that environmental damage from fossil fuel
burning will be major and worldwide. Threats to human health and habitats
include (IPCC, 2001):

. widespread increase in the risk of floods inundating the homes of tens
of millions of people, resulting in increased drowning, disease and, in
developing countries, hunger;

. increases, in some geographic areas, in droughts, floods, landslides,
storms, and incidences of water-borne (cholera) and vector-borne
(malaria) diseases; and

. irreversible damage to vulnerable ecosystems, with increased risk of
extinction of more vulnerable species and loss of biodiversity.

. In July 2001, 178 nations signed the Bonn agreement, requiring
industrialized nations to reduce greenhouse emissions to 5.2% less than
1990 levels, by 2008. (Wall Street Journal, 7/24/01)

. Dupont's CEO stated, "We are preparing our company for a long journey to a
more climate-friendly . . . global economy. We have already reduced our
global greenhouse gases by nearly 60%, [and are] committed to . . .
setting new goals for 2010: reducing global carbon-equivalent greenhouse
gas emissions by 65% [from 1990 levels]; holding total energy use flat [at
1990 levels]; and using renewable resources for 10% of our global energy
use." (11/00)

. Major automakers are developing alternative non-combustion engines and
technologies to reduce vehicles' fossil fuel demands. Ford's Chairman has
said, "We are committed to an improvement in fuel economy for all of our
vehicles . . . [and] a reduction in carbon dioxide emissions. We know
greenhouse gases and global temperatures are increasing." (4/14/00)

. Royal Dutch/Shell and BP have invested in renewables for years. Royal
Dutch/Shell added a penalty of $5/ton of carbon produced when evaluating
investment returns on new projects, anticipating more stringent
carbon-related regulatory regimes. (Financial Times, 9/12/00)

. Companies with top-rated environmental records are faring significantly
better financially than those with worse records. From 1997-2000, they had
3.53% higher annual returns on investment than a broader universe of
companies, and 7.80% higher annual returns than companies with low-rated
environmental records. (QED International, 2001)

. Thirty-nine top religious leaders stated, " . . . global warming is a
scientific fact. . . More investment in renewable energy and fuel
efficiency is now a moral imperative, especially because these are
technologically feasible and economically viable." (National Council of
Churches, 5/21/01)

. We believe that good stewardship of our resources requires that we reduce
polluting emissions when possible and prudent.

RESOLVED: that the Company report to shareholders (at reasonable cost and
omitting proprietary information) by August 2002 on (a) total annual greenhouse
gas emissions (i) from our company's own operations and (ii) from its products
(as best as the Company can estimate); and (b) an estimate of the feasibility
and cost of substantially reducing these emissions, together with an evaluation
of whether our Company would need such changes to be made on an industry-wide
basis and, if so, how that could be accomplished.

The Company's Response to the Stockholder Proposal

Sprint believes this proposal is inappropriate given the nature of Sprint's
operations. Sprint provides telecommunications services that reduce worldwide
greenhouse gas emissions by being substitutes for activities that produce
greenhouse gases. An example would be videoconferencing services that reduce
the need for transportation. Sprint's operations have a minimal impact on
greenhouse gas emissions, especially compared to companies in energy
production, transportation, and manufacturing industries.

Sprint is committed to the preservation of our global environment and the
quality of life in the communities where we live and operate. Sprint continues
to pursue efficient uses of corporate resources, including energy

resources, in an effort to reduce its costs. This economic incentive to
conserve energy resources has a positive influence on worldwide greenhouse
emissions.

Given Sprint's very limited impact on this particular environmental issue,
it is not in Sprint's or its Stockholders' best interest to commit company
resources to study and report on the issues as proposed in this resolution.
Accordingly, the Board recommends a vote against the proposal.

B. STOCKHOLDER PROPOSAL CONCERNING
SEVERANCE AGREEMENTS WITH EXECUTIVES

(Item 5 on Proxy Card)

The Amalgamated Bank of New York LongView Collective Investment Fund, 11-15
Union Square, New York, New York 10003, owner of 284,500 shares of FON Stock
and 298,500 shares of PCS Stock, has given notice of its intention to introduce
the following resolution at the Annual Meeting.

RESOLVED, that the shareholders of Sprint Corp. ("Sprint" or the "Company")
urge the Board of Directors to seek shareholder approval for future severance
agreements with senior executives that provide benefits in an amount exceeding
two times the sum of the executive's base salary plus bonus. "Future severance
agreements" include agreements renewing, modifying or extending existing
severance agreements or employment agreements that contain severance provisions.

Stockholder's Statement in Support of the Proposal

Sprint has entered into employment agreements with CEO William Esrey and
certain other senior managers of the Company. Among other things, these
agreements provide that in the event any of those executives' employment is
terminated following a change of control of the Company, the executive will be
entitled to receive salary payments for 35 months, three payments equal to the
highest short-term plus the highest long-term incentive compensation awards
received during the preceding three years, and continuation of certain benefits.

The potential magnitude of severance benefits payable to Sprint's senior
executives was highlighted recently in connection with the failed merger with
MCI WorldCom. Investor and media attention focused on the payout Mr. Esrey
would receive, which was estimated at over $400 million, although almost all of
that amount would have stemmed from the exercise of stock options that vested
when the deal was approved by Sprint's shareholders.

We recognize that severance agreements such as those the Company has entered
into with Mr. Esrey and other senior executives may be appropriate in some
circumstances. However, given the magnitude of the benefits payable under such
agreements, and the effect of the agreements upon a change of control of the
Company, we believe that Sprint should seek shareholder approval of any future
such agreements.

Because it may not always be practical to obtain prior shareholder approval,
Sprint would have the option under this proposal of seeking approval after the
material terms of the agreement were agreed upon.

Last year this proposal was supported by 34% of the shareholders who voted
on the resolution. Institutional investors such as the California Public
Employees Retirement System have recommended shareholder approval of these
types of agreements in their proxy voting guidelines. Also, the Council of
Institutional Investors favors shareholder approval if the amount payable
exceeds 200% of the senior executive's annual base salary.

For these reasons we urge shareholders to vote FOR this proposal.

The Company's Response to the Stockholder Proposal

Sprint has contingency employment agreements with a limited number of its
top executives that provide for 35 months severance upon termination or job
diminution following a change of control of the company. Like other large
companies, Sprint believes that these such severance agreements are reasonable
and appropriate. According to 2001 Guide to Change of Control published by
Executive Compensation Advisory Services, 78% of chief executive officers have
severance arrangements paying three times compensation or more. Four of five
major competitors of Sprint provide severance payments based on periods as long
or longer than the 35 months used by Sprint.

The agreements are intended to provide financial security against possible
job loss to key Sprint executives, particularly in the context of a potential
change of control when the Board needs the objective assessment and advice of
these executives to determine whether the bid is in the best interests of
Sprint and its Stockholders. Even after a change in control, payments will be
made only if the executive is terminated without cause or resigns due to a
diminution in responsibilities, authority, or compensation.

The proponent concedes that nearly all of the potential benefits in
connection with the terminated WorldCom merger resulted from unrealized
appreciation of stock options rather than from severance agreements. The
vesting of stock options upon Stockholder approval of a change in control was a
specific provision in Sprint's stock option plans as well as those of other
companies, and was unrelated to any executive severance agreements. Further,
Sprint's stock option plan now requires, as do the severance arrangements
entered into during 2001, that a merger be consummated before a change in
control occurs and any possibility of severance is triggered.

The proponent suggests that stockholder approval for future severance
agreements could be obtained after the material terms were agreed upon. We
think this is impractical and counterproductive. The proposal would place
Sprint at a competitive disadvantage in recruiting and retaining executive
talent because severance arrangements offered by Sprint would be uncertain and
therefore less valuable than those committed to by Sprint's competitors whose
arrangements would not be contingent upon stockholder approval.

Because the proposal would limit Sprint's flexibility to offer the
competitive employment arrangements required to recruit and retain its
executives, the Board recommends a vote against the proposal.

C. STOCKHOLDER PROPOSAL
CONCERNING OPTION REPRICING

(Item 6 on Proxy Card)

The International Brotherhood of Electrical Workers Pension Benefit Fund,
1125 Fifteenth St. N.W., Washington, D.C. 20005, owner of 227,404 shares of FON
Stock, has given notice of its intention to introduce the following resolution
at the Annual Meeting. The New York State Common Retirement Fund, A.E. Smith
State Office Building, Albany, New York 12236, owner of 2,907,150 shares of FON
Stock and 3,609,800 shares of PCS Stock is co-sponsor of the resolution.

RESOLVED: That the shareholders of Sprint Corporation ("Sprint") urge the
Board of Directors of Sprint to adopt a policy that Sprint shall not reprice
(or terminate and regrant) to a lower exercise price any stock option already
granted to any employee or director of Sprint, without the prior approval of
the holders of a majority of Sprint's issued and outstanding shares of common
stock.

Stockholder's Statement in Support of the Proposal

On October 17, 2000, following a substantial decline in the price of its
stock, Sprint announced it was repricing certain stock options. The Company
offered option holders the choice to cancel options granted in 2000 in exchange
for new options to purchase an equal number of shares at an exercise price
equal to the market price on May 11, 2001.

These stock options had an average exercise price of $59.15. By May 11,
2001, the company's stock had fallen to $22 per share. The structure of this
repricing put the interests of shareholders and employees at odds.
Shareholders, obviously, would benefit if the value of the stock increased
between October 17, 2000 and May 11, 2001. However, employees would be rewarded
with a low exercise price on their options if the value of the stock decreased
during that time period. The proper goal of well designed option plans should
be to align, not separate, the interests of shareholders and employees.

Stock option grants are used to attract, retain and motivate qualified
employees. Shareholders generally support the use of reasonable incentive
compensation, particularly when the compensation plan is designed to reward
superior performance and align management's interests with those of the
shareholders.

Repricing is the practice of lowering the exercise price for stock options
whose exercise price is above the market price of the stock or allowing such
options to be exchanged for options with lower exercise prices. This practice
undermines the goal of linking compensation to company's performance. Repricing
essentially rewards poor performance and divides the interests of option
holders from those of shareholders who cannot reprice their stock.

In an effort to discourage repricings, the Financial Accounting Standards
Board has ruled that repriced options will not receive the favorable accounting
treatment normally given to stock option grants. While Sprint's plan may
circumvent the new rules and technically avoid unfavorable accounting
treatment, the outcome is not entirely certain. In any case, it is clear that
Sprint's repricing is substantially that which the FASB rule was intended to
discourage.

As reasonable shareholders, we recognize that certain situations may justify
stock option repricing. In those rare instances, however, shareholders, not the
Board of Directors, should decide on the appropriateness of repricing.

Sprint's stock performance has lagged significantly behind all major stock
indices. Shareholders have suffered from this decline, and we believe the
incentive should be for management to increase the long-term performance of
Sprint rather than increase their opportunity to gain personally from a decline
in market value.

The Company's Response to the Stockholder Proposal

In February, 2002, Sprint's Board adopted a policy placing limits on the
circumstances in which it will approve option exchange programs or repricings
without prior or subsequent shareholder approval. Under the policy, the Board
will not, without shareholder approval, engage in option repricings or exchange
programs unless the Board (1) determines that the price history of the
underlying stock is not so volatile as to suggest that the options being
repriced are likely to be back in the money over the near term, (2) explains in
a public announcement its rationale for taking the action, addressing in
particular whether events leading to a price decline were beyond management's
control, (3) restricts any such action to a reasonably equivalent
value-for-value exchange, taking into account all significant economic terms of
the old and new options as well as other changes in employee compensation
occurring in connection with the proposed action, (4) does not permit any new
options to be exercisable immediately upon exchange, (5) requires the new
options to expire no later than the old options, (6) requires the new options
to have a strike price that is at least equal to, and possibly above, the
market price of the underlying stock, and (7) excludes members of the Board and
the named executive officers in Sprint's most recent proxy statement from any
exchange program or repricing.

The Board's policy seeks to ensure that any such action would require an
exchange of comparable value from employees to Sprint, would exclude Sprint's
top officers and board members, and would otherwise be reasonable.

As a general matter, Sprint agrees with proponent's view that repricing of
options may be justified in rare instances only. Sprint disagrees, however,
that Stockholder approval should be a pre-condition to any repricing or

exchange of options. In light of the Board's policy, Sprint believes that the
shareholder's proposal is not necessary to address legitimate shareholder
concerns relating to option repricing or exchange programs.

In the rare instances where such an extreme action--including one in
compliance with the Board's policy--would be required to retain employees,
Sprint believes that the time and uncertainty that would be involved in
presenting the issue to a vote of shareholders would defeat the retention
purposes of the action and put Sprint's competitors, employees, and others on
notice that Sprint believes such an extreme action is necessary. This is
particularly true in the form of approval proposed by the proponents, who would
require a vote of a "majority of Sprint's issued and outstanding shares of
common stock," rather than a majority of votes present or represented at the
meeting. Because about 83% of Sprint's shares are typically present at Sprint
shareholder meetings, this would give approximately one-third of the
outstanding votes the power to veto an action approved by a 60% majority of the
votes cast.

Because Sprint's current policy already adequately addresses the concerns
raised in the proposal and for the other reasons set forth above, the Board
recommends a vote against the proposal.

D. STOCKHOLDER PROPOSAL
CONCERNING THE STRATEGIC PLANNING PROCESS

(Item 7 on Proxy Card)

The Massachusetts Laborers' Pension Fund, 14 New England Executive Park,
Burlington, Massachusetts, 01803-0900, owner of 6,500 shares of FON Stock, has
given notice of its intention to introduce the following resolution at the
Annual Meeting.

Resolved, that the shareholders of Sprint Corporation ("Company") hereby
urge that the Board of Directors prepare a description of the Board's role in
the development and monitoring of the Company's long-term strategic plan.
Specifically, the disclosure should include the following: (1) A description of
the Company's corporate strategy development process, including timelines; (2)
An outline of the specific tasks performed by the Board in the strategy
development and the compliance monitoring processes; and (3) A description of
the mechanisms in place to ensure director access to pertinent information for
informed director participation in the strategy development and monitoring
processes. This disclosure of the Board's role in the strategy development
process should be disseminated to shareowners through appropriate means,
whether it be posted on the Company's website, or sent via a written
communication to shareholders.

Stockholder's Statement in Support of the Proposal

The development of a well-conceived corporate strategy is critical to the
long-term success of a corporation. While senior management of our Company is
primarily responsible for development of the Company's strategic plans, in
today's fast-changing environment it is more important than ever that the Board
engage actively and continuously in strategic planning and the ongoing
assessment of business opportunities and risks. It is vitally important that
the individual members of the Board, and the Board as an entity, participate
directly and meaningfully in the development and continued assessment of our
Company's strategic plan.

A recent report by PricewaterhouseCoopers entitled "Corporate Governance and
the Board--What Works Best" examined the issue of director involvement in
corporate strategy development. The Corporate Governance Report found that
chief executives consistently rank strategy as one of their top issues, while a
poll of directors showed that board contributions to the strategic planning
process are lacking. It states: "Indeed, it is the area most needing
improvement. Effective boards play a critical role in the development process,
by both ensuring a sound strategic planning process and scrutinizing the plan
itself with the rigor required to determine whether it deserves endorsement."

The Company's proxy statement, and corporate proxy statements generally,
provides biographical and professional background information on each director,
indicates his, or her, compensation, term of office, and board committee
responsibilities. While this information is helpful in assessing the general
capabilities of individual directors, it provides shareholders no insight into
how the directors, individually and as a team, participate in the critically
important task of developing the Company's operating strategy. And, while there
is no one best process for board involvement in the strategy development and
monitoring processes, shareholder disclosure on the board's role in strategy
development would provide shareholders information with which to better assess
the performance of the board in formulating corporate strategy. Further, it
would help to promote "best practices" in the area of meaningful board of
director involvement in strategy development.

We urge your support for this important corporate governance reform.

The Company's Response to the Stockholder Proposal

Sprint believes that the development and implementation of a well-conceived
corporate strategy is critical to our long-term success. The report called for
in this proposal, however, would not aid in this process. To the extent such
reports contain meaningful information, those disclosures would provide
information to Sprint competitors, which would not be in the best interests of
Sprint and its Stockholders.

Sprint's Board has an active and regular role in assessing and approving
Sprint's corporate strategy. As part of its regularly scheduled meetings the
Board reviews and approves Sprint's strategy, which in turn, is the foundation
for setting one year and three-year goals and financial forecasts. More
significantly, however, the Board discusses and reviews strategy and
implementation issues as part of virtually every board meeting. Such frequent
Board review of the company's strategy is warranted because of the rapidly
changing and intensely competitive telecommunications marketplace.

The proposal is flawed because it suggests a simplistic view of the role of
corporate boards in the strategy development process. The proposal appears to
assume that the Board locks in on a static plan and then shifts focus to
monitoring compliance. In reality, the strategic planning process is
continuous. Strategic plans, including long term plans, need to be updated and
modified to reflect changes in technology, regulation and government policy,
industry structure, and other factors. More importantly, the proposal could be
affirmatively harmful to Sprint and its shareholders because public disclosure
of specific board actions (for example, specific timelines) could give
competitors useful competitive information.

Accordingly, the Board recommends a vote against the proposal.

V. OTHER MATTERS TO COME BEFORE THE MEETING

No other matters are intended to be brought before the meeting by Sprint,
and Sprint does not know of any matters to be brought before the meeting by
others. If, however, any other matters properly come before the meeting, the
persons named in the proxy will vote the shares represented thereby in
accordance with the judgment of management on any such matter.

By order of the Board of Directors
Thomas A. Gerke
Vice President, Corporate Secretary
and
Associate General Counsel

March 15, 2002

Appendix A

SPRINT CORPORATION POLICY REGARDING
CANCELLATION AND EXCHANGE OFFERINGS AND REPRICINGS

Sprint Corporation ("Sprint") believes the cancellation and exchange, or
repricing, of existing stock options may be justified only in unusual and
compelling circumstances. Sprint also believes, however, that the delay and
uncertainty created by a shareholder vote may not be in the best interests of
its shareholders. Taking the foregoing into consideration, any offer by Sprint
to cancel and exchange, or proposal to reprice, existing employee or director
stock options (the new or repriced options being referred to as "New Options")
will be subject to prior, or conditioned upon subsequent, shareholder approval
unless the Sprint Board of Directors (the "Board") determines that the
following criteria have been met.

Stock Price Volatility: The underlying stock's historic trading patterns
will be reviewed, and the Board will determine that the stock's price is not so
volatile that the options are likely to be back in the money over the near
term. The Board will not consider this criteria fulfilled in circumstances
where New Options have been issued pursuant to this Policy without a
shareholder vote within the prior 12 months.

Rationale: As part of the public announcement of the proposed action, the
Board will explain why the existing options are being cancelled and exchanged
or repriced. The Board will also address whether the events leading up to the
decline in share price were beyond management's control.

Value-for-Value Exchange: The proposed action will represent a reasonably
equivalent value-for-value exchange. For purposes of making the value-for-value
calculation, the Board may take into account all value-affecting terms such as
the exchange ratio, vesting and expiration terms, and any other compensation
changes occurring in connection with the proposed action (e.g., suspension or
deferral of regularly scheduled option grants).
Option Vesting: The New Options will not be immediately vested or
exercisable.

Term of the Option: The expiration date of the New Options will be no later
than the expiration date of the existing options.

Price: The per share price for the New Options may be, but is not required
to be, set at a premium to the per share market price of the underlying stock
at grant date. If the exercise price of the New Options is set at a premium to
market, it will be taken into account with respect to the value-for-value
criteria.

Participants: Members of the Board and the five named executive officers as
identified in the most recent Sprint proxy statement on file with the SEC at
the time of Board approval of the proposed action will be excluded from
participation.

A-1

SPRINT CORPORATION
P.O. Box 11315, Kansas City, Missouri 64112

This Proxy is Solicited on Behalf of the Board of Directors for the Annual
Meeting on April 16, 2002

The Board of Directors recommends a vote FOR items 1, 2, and 3 and AGAINST
items 4, 5, 6, and 7.

The undersigned hereby appoints W.T. Esrey, J.R. Devlin and A.B. Krause, and
each of them, with full power of substitution, as proxies, to vote all the
shares of common and preferred stock of Sprint Corporation ("Sprint") that the
undersigned is entitled to vote at the 2002 Annual Meeting of Stockholders to
be held April 16, 2002, and any adjournment thereof, upon the matters set forth
on the reverse side, and in their discretion upon such other matters as may
properly come before the meeting.

This Proxy, if signed and returned, will be voted as specified on the reverse
side. If this card is signed and returned without specifications, your shares
will be voted FOR items 1, 2, and 3 and AGAINST items 4, 5, 6, and 7. A
majority of said proxies, or any substitute or substitutes, who shall be
present and act at the meeting (or if only one shall be present and act, then
that one) shall have all the powers of said proxies hereunder.

Please sign exactly as your name(s) appear(s) on the reverse side of this
card. If shares are held jointly, any one of the joint owners may sign.
Attorneys-in-fact, executors, administrators, trustees, guardians or
corporation officers should indicate the capacity in which they are signing.
PLEASE VOTE THIS PROXY PROMPTLY whether or not you expect to attend the
meeting. You may nevertheless vote in person if you do attend.

HAS YOUR ADDRESS CHANGED?
==========================================

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(triangle up) FOLD AND DETACH HERE (triangle up)

If you are voting by telephone or the Internet, do not return your proxy card.
Telephone and Internet voting is provided for under Kansas law.

Two Ways to Vote Your Proxy
(in addition to voting by mail)
VOTE BY TELEPHONE OR INTERNET
24 Hours a Day--7 Days a Week
Save Your Company Money--It's Fast and Convenient

TELEPHONE INTERNET MAIL
1-800-758-6973 http://www.eproxyvote.com/fon

.Use any touch-tone telephone. OR .Go to the website address OR .Mark, sign and date the proxy
.Have this proxy form in hand. indicated above. card on the reverse side.
.Enter the Control Number .Have this proxy form in hand. .Detach the proxy card.
located on the reverse side of .Enter the Control Number .Return the proxy card in the
this card. located on the reverse of this postage-prepaid envelope
.Follow the simple recorded card. provided.
instructions. .Follow the simple instructions.

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

PLEASE MARK VOTES
AS IN THIS EXAMPLE

--------------------------------------------------------------------------------
SPRINT CORPORATION
--------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR Items 1, 2, and 3.

1. To elect the nominees listed below, and each of them, as For All With- For All
Directors of Class I; and while Sprint has no reason to Nominees hold Except
believe that any of the nominees will decline or be unable
to serve, if any do, to vote with discretionary authority. -- -- --

-- -- --

01. DuBose Ausley 02. Irvine O. Hockaday, Jr. 03. Ronald T. LeMay

NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).

For Against Abstain
2. To approve performance goals under which executives
earn incentive compensation. -- -- --

-- -- --

3. To approve the appointment of Ernst & Young LLP as -- -- --
independent auditors of Sprint for 2002.
-- -- --

The Board of Directors recommends a vote AGAINST Items 4, 5, 6 and 7.
For Against Abstain
4. Stockholder proposal concerning greenhouse gas
emissions. -- -- --

-- -- --

5. Stockholder proposal concerning severance arrangements -- -- --
with executives.
-- -- --

6. Stockholder proposal concerning option repricing. -- -- --

-- -- --

7. Stockholder proposal concerning the strategic planning -- -- --
process.
-- -- --

Mark box at right if an address change has been noted on the reverse side --
of this card.
--

---------------------
Please be sure to sign and date this Proxy. Date
-----------------------------------------------------------------

------------Stockholder sign here ------Co-owner sign here -

--------------------------------------------------------------------------------
(triangle up) FOLD AND DETACH HERE (triangle up)

FIDELITY INSTITUTIONAL RETIREMENT SERVICES CO.
P.O. BOX 9107
HINGHAM, MA 02043-9107

Sprint Retirement Savings Plan Centel Retirement Savings Plan for
Sprint Retirement Savings Plan for Bargaining Unit Employees
Bargaining Unit Employees

FOR FASTER, MORE CONVENIENT VOTING USE THE INTERNET OR TOUCH TONE TELEPHONE

INTERNET VOTING: www.proxyweb.com TOUCH TONE TELEPHONE VOTING: 800-597-7657
---------------- ------------

**** CONTROL NUMBER: 999 999 999 999 99 ****

--------Please fold and detach card at perforation before mailing---------

FIDELITY MANAGEMENT TRUST COMPANY, TRUSTEE
P.O. Box 9109, Hingham, Massachusetts 02043-9860

Voting Instructions for Annual Meeting of Stockholders of Sprint Corporation on
April 16, 2002

I hereby direct Fidelity Management Trust Company, either in person or
by proxy, to vote all shares of FON Common Stock and PCS Common Stock of Sprint
Corporation (Sprint) which have been allocated to my account(s) under the Sprint
Retirement Savings Plan, the Sprint Retirement Savings Plan for Bargaining Unit
Employees, and the Centel Retirement Savings Plan for Bargaining Unit Employees
at the Annual Meeting of Stockholders to be held April 16, 2002, and any
adjournments thereof, in the manner specified on the reverse side, and to
authorize named individuals as proxies to vote in their discretion upon such
other matters as may properly come before the meeting:

Date __________________________, 2002.

If you sign this card and it is received by Fidelity
Management Trust Company by April 10, 2002, your shares will
be voted as specified on the reverse side, or if this card
is signed and returned without specifications, your shares
will be voted FOR items 1, 2, and 3 and AGAINST items 4, 5,
6 and 7.

-----------------------------------
Signature

You are entitled to direct the voting of the total number of shares of
FON Common Stock and PCS Common Stock of Sprint allocated to your accounts
through February 19, 2002, the record date for voting at the April 16, 2002,
Stockholders Meeting. Your accounts are held within one or more of the following
plans: (a) the Sprint Retirement Savings Plan (including TRASOP and Centel
Employees' Stock Ownership Plan accounts), (b) the Sprint Retirement Savings
Plan for Bargaining Unit Employees, and (c) the Centel Retirement Savings Plan
for Bargaining Unit Employees (including Centel Employees' Stock Ownership Plan
account). These plans each provide for the trustee to vote all Sprint shares
held in the trusts for which they do not receive voting instructions in the same
proportions as they vote the Sprint shares for which they do receive
instructions.

Statements of your accounts will be provided separately.

----------Please fold and detach card at perforation before mailing-----------

Please vote by filling in the appropriate boxes below. If you do not specify,
your shares will be voted FOR proposals 1, 2, and 3 and AGAINST 4, 5, 6 and 7.

Please fill in box(es) as shown using black or blue ink or number 2 pencil |X|

PLEASE DO NOT USE FINE POINT PENS

1. To elect the nominees listed below, and each of them, as Directors of FOR all WITHHOLD
Class I; and while Sprint has no reason to believe that any of the nominees listed authority
nominees will decline or be unable to serve, if any do, to authorize (except as marked to vote for all
named individuals as proxies to vote with discretionary authority. to the nominees listed
(To withhold authority to vote for any individual nominee write the nominee's contrary at left) at left
name on the line below.)
01) DuBose Ausley 02) Irvine O. Hockaday, Jr. 03) Ronald T. LeMay [ ] [ ]

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FOR AGAINST ABSTAIN
2. To approve performance goals under which executives earn incentive compensation. [ ] [ ] [ ]
3. To approve the appointment of Ernst & Young LLP as independent auditors of
Sprint for 2002. [ ] [ ] [ ]

SHAREHOLDER PROPOSALS
4. Stockholder proposal concerning greenhouse gas emissions. [ ] [ ] [ ]
5. Stockholder proposal concerning severance agreements with executives. [ ] [ ] [ ]
6. Stockholder proposal concerning option repricing. [ ] [ ] [ ]
7. Stockholder proposal concerning the strategic planning process. [ ] [ ] [ ]

(Please sign on reverse side.)