**Exhibit 4.1**
**THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTUREHEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR ANOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THEDEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TOTHE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY ORANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSORDEPOSITARY, UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FORSECURITIES IN DEFINITIVE FORM.**
 

 

**NEXTEL COMMUNICATIONS, INC.**
**5.95% SENIOR SERIAL REDEEMABLE NOTES**
**SERIES A**
**CUSIP NO. 65332V BF 9**
     No.                                                                                                                                                                             $    
     NEXTEL COMMUNICATIONS, INC., a corporation duly organized and existingunder the laws of the State of Delaware (herein called the “Company”, whichterm includes any successor Person under the Indenture hereinafter referredto), for value received, hereby promises to pay to CEDE & Co., or registeredassigns, the principal sum of                                        ($                   ) onMarch 15, 2014, and to pay interest thereon from March 19, 2004 or from themost recent Interest Payment Date to which interest has been paid or dulyprovided for, semiannually in arrears on September 15 and March 15 in eachyear, commencing September 15, 2004, at the rate of 5.95% per annum until theprincipal hereof is paid or made available for payment; provided that anyprincipal and premium and any such installment of interest that is overdueshall bear interest at the rate of 5.95% per annum (to the extent that thepayment of such interest shall be legally enforceable) from the dates suchamounts are due until they are paid or made available for payment, and suchinterest shall be payable on demand. Interest shall be computed on the basisof a 360-day year of twelve 30-day months. The interest so payable, andpunctually paid or duly provided for, on any Interest Payment Date will, asprovided in the Indenture (as hereinafter defined) be paid to the Person inwhose name this Security (or one or more Predecessor Securities) is registeredat the close of business on the Regular Record Date for such interest, whichshall be the September 1 or March 1 (whether or not a Business Day), as thecase may be, next preceding such Interest Payment Date. Any such interest notso punctually paid or duly provided for will forthwith cease to be payable tothe Holder on such Regular Record Date and may either be paid to the Person inwhose name this Security (or one or more Predecessor Securities) is registeredat the close of business on a Special Record Date for the payment of suchDefaulted Interest to be fixed by the Trustee (as defined herein), noticewhereof shall be given to Holders of Securities of this series not less than 10days prior to such Special Record Date, or be paid at any time in any otherlawful manner not inconsistent with the requirements of any securities exchangeon which the Securities of this series may be listed, and upon such notice asmay be required by such exchange, all as more fully provided in the Indenture.
     In the case of a default in payment of principal upon acceleration,redemption or repurchase, the overdue principal and any overdue premium shallbear interest at the rate of 5.95% per annum (to the extent that the payment ofsuch interest shall be legally enforceable), from the dates such amounts aredue until they are paid or duly provided for. Interest on any overdueprincipal or premium shall be payable on demand. Any such interest on overdueprincipal or premium which is not paid on demand shall bear interest at therate of 5.95% per
 

 

annum (to the extent that the payment of such interest on interest shallbe legally enforceable), from the date of such demand until the amount sodemanded is paid or duly provided for, and such shall be payable on demand.
     Payment of the principal of (and premium, if any) and any such interest onthis Security will be made at the office or agency of the Company maintainedfor that purpose in the Borough of Manhattan, The City of New York, in suchcoin or currency of the United States of America as at the time of payment islegal tender for payment of public and private debts; provided, however, thatat the option of the Company payment of interest may be made by check mailed tothe address of the Person entitled thereto as such address shall appear in theSecurity Register.
     Reference is hereby made to the further provisions of this Security setforth herein and in the Indenture, which further provisions shall for allpurposes have the same effect as if set forth at this place.
     Unless the certificate of authentication hereon has been executed by theTrustee by manual signature, this Security shall not be entitled to any benefitunder the Indenture or be valid or obligatory for any purpose.
 

 

     IN WITNESS WHEREOF, the Company has caused this instrument to be dulyexecuted under its corporate seal.       NEXTEL COMMUNICATIONS, INC.**[Seal]**     By:         Gary D. Begeman   Vice President and Deputy General   Counsel
Attest: 
Matthew C. Weed, Assistant Corporate Secretary
     Dated: March 19, 2004
 

 

     This is one of the Securities of the series designated therein referred toin the within-mentioned Indenture.       BNY MIDWEST TRUST COMPANY, as Trustee      By:         Authorized Signatory
     Dated: March 19, 2004
 

 

     This Security is one of a duly authorized issue of securities of theCompany, issued and to be issued in one or more series (the securities of allsuch series herein collectively referred to as the “Securities”) under anIndenture, dated July 31, 2003 (herein called the “Indenture”), between theCompany and BNY Midwest Trust Company, as Trustee (herein called the “Trustee”,which term includes any successor trustee under the Indenture), to whichIndenture and all indentures supplemental thereto reference is hereby made fora statement of the respective rights, limitations of rights, duties andimmunities thereunder of the Company, the Trustee and the Holders of theSecurities and of the terms upon which the Securities are, and are to be,authenticated and delivered. This Security is one of the series designated onthe face hereof. The Securities are unsecured general obligations of theCompany.
     The Securities of this series are subject to redemption upon not less than10 days’ notice mailed by first class mail to each holder’s last address as itappears in the Security Register, at any time on or after March 15, 2009, as awhole or in part, at the election of the Company, at the following RedemptionPrices (expressed as percentages of the principal amount) set forth below, plusan amount in cash equal to all accrued and unpaid interest, if any, to theRedemption Date, if redeemed during the 12-month period beginning March 15 ofeach of the years set forth below     **Year** **Redemption Price**2009  102.975%2010  101.488%2011  101.744%2012 and thereafter  100.000%
     Interest installments whose Stated Maturity is on or prior to such RedemptionDate will be payable to the Holders of such Securities, or one or morePredecessor Securities, of record at the close of business on the relevantRecord Dates referred to on the face hereof, all as provided in the Indenture.
     In addition to any redemption provided for in the immediately precedingparagraphs, in the event of a sale by the Company after the Closing Date and onor prior to March 15, 2007 of its Capital Stock, other than Redeemable Stock,the Company may, at its option, within 180 days of such sale, upon not lessthan 10 nor more than 60 days’ notice by mail, redeem up to 35% of theaggregate principal amount of the Securities of this series from the netproceeds of such sale (but only to the extent such proceeds consist of cash orreadily marketable cash equivalents received in respect of the Company’sCapital Stock so sold, in each case net of all commissions, discounts, fees,expenses and taxes incurred in respect thereof) at a Redemption Price equal to105.950% of the principal amount of the Securities of this series to beredeemed plus accrued and unpaid interest to the Redemption Date.
     The Securities of this series do not have the benefit of any sinking fundobligation.
     The Indenture provides that, subject to certain conditions, if a Change ofControl occurs, the Company shall be required to make an Offer to Purchase forall of the Securities.
 

 

     In the event of redemption of this Security in part only, a new Securityor Securities of this series and of like tenor for the unredeemed portionhereof will be issued in the name of the Holder hereof upon the cancellationhereof.
     The Indenture contains provisions for defeasance at any time of (a) theentire indebtedness evidenced by this Security and (b) certain restrictivecovenants and Events of Default with respect to this Security, in each caseupon compliance by the Company with certain conditions set forth in theIndenture, which provisions apply to this Security.
     The Indenture also contains provisions for the elimination of certainrestrictive covenants from and after the time that both (a) this Security isfirst rated Investment Grade, and (b) no Default or Event of Default existswith respect to this Security.
     If an Event of Default with respect to Securities of this series shalloccur and be continuing, the principal of the Securities of this series may bedeclared due and payable in the manner and with the effect provided in theIndenture. “Event of Default” means any one of the events specified at clauses(1) through (10) of Section 501 of the Indenture.
     The Indenture permits, with certain exceptions as therein provided, theamendment thereof and the modification of the rights and obligations of theCompany and the rights of the Holders of the Securities of each series to beaffected under the Indenture at any time by the Company and the Trustee afterhaving received the Required Consent (defined as follows). The Indenture alsocontains provisions permitting those Persons giving the Required Consent, onbehalf of the Holders of all Securities of such series, to waive compliance bythe Company with certain provisions of the Indenture and certain past Defaultsunder the Indenture and their consequences. Any such consent or waiver by theHolder of this Security shall be conclusive and binding upon such Holder andupon all future Holders of this Security and of any Security issued upon theregistration 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 used herein, “Required Consent” means, except as otherwise expresslyprovided in the Indenture with respect to matters requiring the consent of eachholder of any series of the Securities affected thereby: (1) the consent ofholders of not less than a majority in aggregate principal amount at StatedMaturity of this series of Securities for any action to (a) direct the time,method and place of conducting any proceeding for any remedy available to theTrustee, or exercising any power conferred upon such Trustee, or (b) consent toor waive, on behalf of the holders of all the Securities of this series, anypast default and its consequences; and (2) with respect to all other actionsrequiring the consent of holders of this series of the Securities, the consentof either (a) a majority in aggregate principal amount at Stated Maturity ofthis series of the Securities or (b) a majority in aggregate principal amountat Stated Maturity of (i) this series of the Securities, (ii) the SeptemberNotes, if the holders of the September Notes are being requested to consent tosuch action with respect to the terms of the September Notes or the SeptemberIndenture, (iii) the October Notes, if the holders of the October Notes arebeing requested to consent to such action with respect to the terms of theOctober Notes or the October Indenture, (iv) the February Notes, if the holdersof the February Notes are being requested to consent to such action withrespect to the terms of the February Notes or the February Indenture, (v) theNovember 1998 Notes, if the holders of the November 1998 Notes are beingrequested to
 

 

consent to such action with respect to the terms of the November 1998Notes or the November 1998 Indenture, (vi) the November 1999 Notes, if theholders of the November 1999 Notes are being requested to consent to suchaction with respect to the terms of the November 1999 Notes or the November1999 Indenture, (vii) the January Notes, if the holders of the January Notesare being requested to consent to such action with respect to the terms of theJanuary Notes or the January Indenture and (viii) any other issue or series ofunsubordinated, unsecured notes issued by the Company (including any otherseries of the Securities), if such notes or the indenture pursuant to whichsuch notes were issued both (A) require the consent of the holders of suchnotes to such action and (B) provide that the holders thereof will vote withthe holders of that series of the Securities with respect to such action.
     As provided in and subject to the provisions of the Indenture, the Holderof this Security shall not have the right to institute any proceeding withrespect to the Indenture or for the appointment of a receiver or trustee or forany other remedy thereunder, unless such Holder shall have previously given theTrustee written notice of a continuing Event of Default with respect to theSecurities of this series, the Holders of not less than 25% in principal amountof the Securities of this series at the time Outstanding shall have madewritten request to the Trustee to institute proceedings in respect of suchEvent of Default as Trustee and offered the Trustee reasonable indemnity, andthe Trustee shall not have received from the Holders of a majority in principalamount of Securities of this series at the time Outstanding a directioninconsistent with such request, and shall have failed to institute any suchproceeding, for 60 days after receipt of such notice, request and offer ofindemnity. The foregoing shall not apply to any suit instituted by the Holderof this Security for the enforcement of any payment of principal hereof or anypremium or interest hereon on or after the respective due dates expressedherein.
     No reference herein to the Indenture and no provision of this Security orof the Indenture shall alter or impair the obligation of the Company, which isabsolute and unconditional, to pay the principal of and any premium andinterest on this Security at the times, place and rate, and in the coin orcurrency, herein prescribed.
     As provided in the Indenture and subject to certain limitations thereinset forth, the transfer of this Security may be registered in the SecurityRegister, upon surrender of this Security for registration of transfer at theoffice or agency of the Company in any place where the principal of and anypremium and interest on this Security are payable, duly endorsed by, oraccompanied by a written instrument of transfer in form satisfactory to theCompany and the Security Registrar duly executed by, the Holder hereof or hisattorney duly authorized in writing, and thereupon one or more new Securitiesof this series and of like tenor, of authorized denominations and for the sameaggregate principal amount, will be issued to the designated transferee ortransferees.
     The Securities of this series are issuable only in registered form withoutcoupons in denominations of $1,000 and any integral multiple thereof. Asprovided in the Indenture and subject to certain limitations therein set forth,Securities of this series are exchangeable for a like aggregate principalamount of Securities of this series and of like tenor of a different authorizeddenomination, as requested by the Holder surrendering the same.
 

 

     No service charge shall be made for any such registration of transfer orexchange, but the Company may require payment of a sum sufficient to cover anytax or other governmental charge payable in connection therewith.
     Prior to due presentment of this Security for registration of transfer,the Company, the Trustee and any agent of the Company or the Trustee may treatthe Person in whose name this Security is registered as the owner hereof forall purposes, whether or not this Security be overdue, and neither the Company,the Trustee nor any such agent shall be affected by notice to the contrary.
     No recourse for the payment of the principal of (and premium, if any) orinterest, if any, on this Security, or for any claim based hereon or otherwisein respect hereof, and no recourse under or upon any obligation, covenant oragreement of the Company in the Indenture or in any indenture supplementalthereto, or in any Security, or because of the creation of any indebtednessrepresented thereby, shall be had against any incorporator, or against anypast, present or future partner, shareholder, other equity holder, officer,director, employee or controlling person, as such, of the Company or of anysuccessor corporation, either directly or through the Company or any successorcorporation, whether by virtue of any constitution, statute or rule of law, orby the enforcement of any assessment or penalty or otherwise, all suchliability, either at common law or in equity or by constitution or statute,being, by the acceptance hereof and as part of the consideration for the issuehereof, expressly waived and released.
     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THELAWS OF THE STATE OF NEW YORK.
     All terms used in this Security which are defined in the Indenture shallhave the meanings assigned to them in the Indenture.