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                                                                     EXHIBIT 4.3

                           (FORM OF FACE OF SECURITY)

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                           SPRINT CAPITAL CORPORATION

                              8.375% Notes due 2012

                                                            CUSIP No. __________

                                                              ISIN US __________

                                                          Common Code __________

No. ___                                                          $______________

         Sprint Capital Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ______________ Million Dollars on March 15, 2012 and to pay
interest thereon from March 14, 2002, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
March 15 and September 15 in each year, commencing September 15, 2002, at the
rate of 8.375% per annum, until the principal hereof is paid or made available
for payment, provided that any principal and premium, and any such installment
of interest, which is overdue shall bear interest at the rate of 9.375% per
annum (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand. The
interest so payable, and punctually paid or duly provided for, on any Interest


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Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the February 28 or August 31 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

         Payment of the principal of (and premium, if any) and any such interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, New York City, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place. Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, neither this Security nor the Guarantee
endorsed hereon shall be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.


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         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                       SPRINT CAPITAL CORPORATION

                                       By: ___________________________________
                                           Dennis C. Piper
                                           Vice President and Treasurer

Attest:


_________________________________
Michael T. Hyde
Assistant Secretary


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                          CERTIFICATE OF AUTHENTICATION

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                         Dated: _________, 200_

                                         BANK ONE, N.A.,
                                           As Trustee

                                         By: __________________________________
                                                  Authorized Signature

                                       4


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                          (FORM OF REVERSE OF SECURITY)

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1998 (the "Base Indenture"),
among the Company, Sprint Corporation, a Kansas corporation (herein called the
"Guarantor"), as Guarantor, and Bank One, N.A., as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), as
supplemented by a First Supplemental Indenture, dated as of January 15, 1999
(the "First Supplemental Indenture"), and as further supplemented by a Second
Supplemental Indenture, dated as of October 15, 2001 (the "Second Supplemental
Indenture" and, together with the First Supplemental Indenture and the Base
Indenture, the "Indenture", which term shall have the meaning assigned to it in
such instrument), and reference is hereby made to the Indenture for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof initially limited in aggregate principal amount to
$2,000,000,000; provided, however, that the Company may, without the consent of
the Holders of the Securities of this series, issue additional Securities with
the same terms as the Securities of this series, and such additional Securities
shall be part of the same series under the Indenture as the Securities of the
series designated on the face hereof.

         The Securities of this series are subject to redemption upon not less
than 30 days' notice, but not more than 60 days' notice, by mail, as a whole or
in part, at the election of the Company, at any time or from time to time, at
the greater of (the "Redemption Price"): (1) 100% of the principal amount of the
Securities to be redeemed or (2) the sum of the present values of the Remaining
Scheduled Payments discounted, on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months), at a rate equal to the sum of the Treasury
Rate and 45 basis points, plus in the case of each of clause (1) and (2),
accrued and unpaid interest to the Redemption Date, but interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.

         "Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the second Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

         "Comparable Treasury Issue" means, with respect to any Redemption Date,
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Securities of this
series that would be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Securities. "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the
Company.


                                       5

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         "Comparable Treasury Price" means, with respect to any Redemption Date,
(1) the average of the Reference Treasury Dealer Quotations for such Redemption
Date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations obtained.

         "Reference Treasury Dealer" means each of Deutsche Banc Alex. Brown
Inc., Salomon Smith Barney Inc. and UBS Warburg LLC and two other primary U.S.
Government securities dealers (each a "Primary Treasury Dealer") selected by the
Company and their respective successors. If any of the foregoing shall cease to
be a Primary Treasury Dealer, the Company shall substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business Day preceding such Redemption Date.

         "Remaining Scheduled Payments" means, with respect to each Security of
this series to be redeemed, the remaining scheduled payments of principal of and
interest on such Security that would be due after the related Redemption Date
but for such redemption. If such Redemption Date is not an Interest Payment Date
with respect to such Security, the amount of the next succeeding scheduled
interest payment on such Security shall be reduced by the amount of interest
accrued on such Security to such Redemption Date.

         In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

         The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

         If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

         The Indenture provides that each Holder of a Security is entitled to
the benefits of a Guarantee by the Guarantor of the timely payment of the
principal of, premium, if any, and interest on the Security. The Guarantee
endorsed hereon is an integral part of this Security. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the Guarantor and
the rights of the Holders of the Securities of each series to be affected under
the Indenture at any time by the Company, the Guarantor and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount


                                       6

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of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company and
the Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligations of the Company and the
Guarantor, which are absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

                                       7

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         Prior to due presentment of this Security for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Guarantor or the Trustee nor any such
agent shall be affected by notice to the contrary.

         So long as the Securities are represented by Global Securities and such
Global Securities are held on behalf of a clearing system, notices to Holders of
the Securities may be given by delivery of the relevant notice to that clearing
system for communication by it to beneficial Holders of the Securities.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         This Note shall be governed by the laws of the State of New York.


                                       8

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                         GUARANTEE OF SPRINT CORPORATION

         FOR VALUE RECEIVED, Sprint Corporation, a corporation duly organized
and existing under the laws of the State of Kansas (the "Guarantor"), hereby
fully and unconditionally guarantees to the Holder of the Security upon which
this Guarantee is endorsed the due and punctual payment of the principal of,
premium, if any, and interest (including interest on any overdue principal and
on an overdue installment of interest) on said Security, when and as the same
shall become due and payable, whether at maturity, by acceleration or redemption
or otherwise, according to the terms thereof and of the Indenture referred to
therein.

         The Guarantor agrees to determine, at least one business day prior to
the date upon which a payment of principal of, or premium, if any, or interest
on said Security is due and payable, whether the Company has available the funds
to make such payment as the same shall become due and payable. In case of the
failure of the Company punctually to pay any such principal, premium, if any, or
interest, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity or otherwise, and as if such payment were made by the Company.

         The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be unconditional, irrevocable, and
absolute, irrespective of the validity, regularity, or enforceability of said
Security or the Indenture, the absence of any action to enforce the same, any
waiver, modification, consent or indulgence by the Holder of said Security or
the Trustee with respect to any provisions hereof or thereof, the recovery of
any judgment against the Company or any action to enforce the same, or any other
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. The Guarantor hereby waives diligence, presentment,
notice of non-payment, demand of payment, any right to require a proceeding
first against the Company, filing of claims with a court in the event of merger,
insolvency or bankruptcy of the Company, protest or notice with respect to the
Security upon which this Guarantee is endorsed or indebtedness evidenced thereby
and all notices and demands to the Company or the Guarantor whatsoever and
covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in said Security and this Guarantee. In
the event of a default in the payment of principal of, premium, if any, or
interest on said Security, the Holder of said Security may institute legal
proceedings directly against the Guarantor to enforce this Guarantee without
first proceeding against the Company.

         The Guarantor shall be subrogated to all rights of the Holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the Holders of all of the Securities
then Outstanding, be entitled to enforce or to receive any payments arising out
of, or based upon, such right of subrogation until the principal of, premium, if
any, and interest on all Securities shall have been paid in full or payment
thereof shall have been provided for in accordance with the Indenture.


<PAGE>


         Notwithstanding anything to the contrary contained herein, if following
any payment of principal, premium, if any or interest by the Company on said
Security to the Holder of the Security it is determined by a final decision of a
court of competent jurisdiction that such payment shall be avoided by a trustee
in bankruptcy (including any debtor-in-possession) as a preference under 11 U.
S. C. Section 547 (or any successor statute) and such payment is paid by such
Holder to such trustee in bankruptcy, then and to the extent of such repayment
the obligations of the Guarantor hereunder shall remain in full force and
effect.

         This Guarantee ranks equally with all other unsecured and
unsubordinated obligations of the Guarantor. This Guarantee will remain in full
force and effect until the principal of, premium, if any, and interest on the
Security have been fully paid. As provided in the Indenture, the Guarantor may
under certain circumstances assume all rights and obligations of the Company
under the Indenture with respect to the Security.

         This Guarantee shall not be valid or become obligatory for any purpose
with respect to the Security upon which it is endorsed until the certificate of
authentication on said Security shall have been signed by the manual signature
of the Trustee.

         This Guarantee shall be governed by the laws of the State of New York.

         IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly
executed under its corporate seal.

                                          SPRINT CORPORATION


                                          By: _________________________________
                                              Dennis C. Piper
                                              Vice President-Finance and
Attest:                                       Assistant Treasurer

___________________________________
Michael T. Hyde
Assistant Secretary