Exhibit 10.46



 Exhibit 10.46 
 Summary of Benefits and Fees for Non-employee Directors 
 Annual Retainers, Meeting Fees and RSUs 
  

	 	•	 	 $70,000 annual cash retainer 


  

	 	•	 	 Board and committee meeting fees: 


  

	 	•	 	 $2,000 per in-person meeting 


  

	 	•	 	 $1,000 per telephonic meeting 


  

	 	•	 	 Additional annual committee chair retainers: 


  

	 	•	 	 $20,000 for Audit Committee Chair 


  

	 	•	 	 $15,000 for Human Capital & Compensation Committee (HC&CC) Chair 


  

	 	•	 	 $10,000 for other committee chairs (including any special committees) 


  

	 	•	 	 $150,000 additional annual retainer for the non-executive Chairman 


  

	 	•	 	 $100,000 annual RSU grant made at each annual shareholders’ meeting and cliff vesting in full at the next year’s annual meeting



  

	 	•	 	 New Board members joining the board in between annual meetings receive a pro-rated RSU grant that vests in full upon the subsequent annual meeting. The value of the
RSU grant is pro-rated based on the number of half-months between the date of the Board member’s initial appointment to the Board and the date of the subsequent annual meeting. 


 Communications Services 
  

			
	 Category
	  	 Benefit

	Wireless Units	  	Unlimited, including accessories; Use of a international phone or broadband card while traveling
		
	Everything Plus Referral Program	  	Allows friends and family members to be activated on one of three special discounted rate plans (they are liable for their own accounts)
		
	Long Distance	  	Long distance calling cards and wireline long distance
		
	Specialized Equipment	  	Specialized equipment (e.g., Repeater or Airave) valued at up to $1,000 will be provided as needed; Compensation Committee approval required for specialized equipment in excess of
$1,000
		
	Accessories	  	Provided as needed
		
	Total Annual Allowance	  	Up to $12,000 annually to be used for Sprint products or services (both wireless & long distance)









  


			
	Income tax treatment	  	No gross-up is provided
		
	Termination of service	  	Converted to consumer rate plan at termination of Board service; Directors appointed on or before July 25, 2006 and have five years of Board Service will receive communication Benefits for
the earlier of the aggregate number of months on the Board up to 120 months (then convert to a billed arrangement) or death.
		
	VIP Support	  	Designated support team to assist with service and equipment issues

 Sprint Foundation Matching Gift Program 
 Outside Directors are eligible to participate in the Sprint Foundation’s matching gift program. The Foundation matches contributions to qualifying
organizations on a 1-for-1 basis, up to the annual donor maximum of $5,000. The annual maximum per donor, per organization is $2,500. The minimum gift eligible for matching funds is $25. Gifts can be made to accredited educational institutes,
arts/cultural organizations, and youth development organizations as long as they have 501(c)(3) tax-exempt status. The matching gift award may be reduced by the value of any benefit you receive for your contribution. 
 Director Stock Ownership Guidelines 
 Outside
directors are required to hold equity or equity interests in our common stock with a value of at least two times the annual board retainer amount (or $140,000). Each outside director is required to meet this ownership level by the later of
August 12, 2007 or the second anniversary of the director’s initial election or appointment to the Board. 
 Minimum Holding Period

 Active Outside Directors are required to retain for a period of at least 12 months all shares or share equivalents (e.g.,
options or restricted stock units) received from Sprint Nextel, except for shares (i) sold for the payment of taxes as a result of shares becoming available to the non-employee director, or (ii) delivered to Sprint Nextel to pay for the
acquisition of additional shares through the exercise of a stock option or otherwise. The 12-month period begins on the date any restrictions or vesting periods have lapsed on the shares or share equivalents (including stock options). The Outside
Directors are subject to this holding period until they leave the Sprint Nextel Board.