SPRINT CORP
LETTER TO ART KRAUSE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10a.txt
<DESCRIPTION>LETTER TO ART KRAUSE
<TEXT>
                                                                Exhibit 10(a)



                               May 17, 2002




Mr. Arthur B. Krause
8611 Reinhardt Lane
Leawood, KS  66206

Dear Art:

I want to personally thank you for the leadership you have provided Sprint over
the past 30 years. Your loyalty and dedication, as well as your personal
talents, have contributed to many successes we have achieved as a company.

Confirming our recent discussion regarding your employment with Sprint, it is
expected that you will remain in your position as CFO until June 1, 2002 at
which time you will take your unused 2002 and embedded vacation then, on July
12, 2002 your separation period will begin. We have agreed that, after July 11,
2002, and on or before June 11, 2004, you will provide consulting and advice to
the company, at times mutually convenient to you and the company, on a
reasonable, as needed, on-call basis and, at the request of the company, may
participate in various external activities and events for the benefit of the
company. If consulting services are needed, you will be compensated at your
current hourly base salary rate and be provided reimbursement for appropriate
expenses.

Below are the details of your compensation and benefit arrangements and other
agreements both prior to and after your separation from Sprint:

o Base Salary - Your current annual base salary of $444,211 will continue
  through your expected last day worked, July 11, 2002, (which includes the
  period of your unused 2002 vacation and embedded vacation), and 23 months of
  severance pay. The last day of the severance pay period is your "separation
  date." Your separation date will be June 11, 2004, which will be treated as
  your termination date under our benefit plans unless noted otherwise below.

o Management Incentive Plan (MIP) - You will be eligible to receive a 2002, 2003
  and a prorated 2004 MIP payout. These MIP payouts will be paid in cash the
  first quarter of each following year. Actual annual results will be used to
  compute six months of the 2002 MIP (reflecting 2002 days actually worked
  through July 11, 2002) and the remaining six months payment will equal
  $202,500. The 2003 and 2004 payments will be $405,000 and $180,369
  respectively.

o Stock Options - Prior to your separation date, you will continue to vest in
  your stock options. You will have five years (30 days for the retention grant)
  from your separation date to exercise any stock options in which you are
  vested provided the option does not expire at an earlier date. As we have
  discussed, since you already received acceleration of your then outstanding
  options as a result of the Change of Control occasioned by the WorldCom
  transaction, you will not be eligible for further acceleration of any options
  during the severance pay period. You will not be awarded additional stock
  options during your severance pay period.

o Long-term Incentive Plan (LTIP) -Your 2002-2004 LTIP options will not be
  issued. We will make a cash payout for 2002-2004 LTIP of $107,400, for
  2003-2005 LTIP of $107,400 and for

<PAGE>

Arthur B. Krause
Page 2


  2004-2006 LTIP of $47,831 (based on an LTIP opportunity of $107,400,
  prorated through your separation date), as soon following December 31, 2002,
  2003 and 2004 respectively as is practicable.

o Employees Stock Purchase Plan (ESPP) - You will be eligible to participate in
  the 2002 ESPP offering. Under the ESPP eligibility requirements, employees
  receiving severance pay are not eligible to participate in future ESPP
  offerings, therefore you will not be eligible to participate in the 2003
  offering.

o Executive Deferred Compensation Plan (EDCP) - You will continue through your
  separation date to be eligible to participate in EDCP. Your EDCP account will
  be valued at your separation date. Based on your prior elections, all benefits
  will commence at retirement . EDCP proceeds are subject to tax withholdings
  upon distribution, which will commence as soon as administratively possible
  after the last day of the month of your separation date. Your August 1, 2000
  payout election change to ten annual installments for the 1994 through 1999
  Series will be in effect, unless modified at least 13 months prior to your
  separation date. Please note that your election for the 2000 Series was for a
  lump sum, not 10 annual installments.

o Sprint Retirement Savings Plan (401(k)) - You will continue through your
  separation date to be eligible to participate in the 401(k). You are vested in
  all 401(k) contributions. Should you choose to not receive a distribution at
  retirement, you may receive a single lump sum distribution anytime after
  retirement; however, such distribution must begin at least by April 1 of the
  year following the year you reach age 70-1/2. Please call Fidelity Investments
  at 1-800-877-4015 for assistance with your distribution.

o Sprint Retirement Pension Plan (SRPP) and Supplemental Executive Retirement
  Plan (SERP) - You are vested in your accrued benefit under both plans and are
  eligible to receive benefits under SRPP and SERP. Your pension benefits would
  begin on the first day of the month following your separation date. You will
  also receive the 7 years service credit under the Mid Career Pension
  Enhancement of SERP in the calculation of your pension benefits.

o Key Management Benefit Plan (KMBP) - Based on your prior election, your KMBP
  benefit will be paid as a survivor death benefit. KMBP proceeds are subject to
  tax withholdings upon distribution.

o Long-Distance Service - Sprint will pay all your reasonable personal Sprint
  long-distance charges through your lifetime provided that you are not employed
  by or render service to a competitor of Sprint.

o Executive Perquisites - All executive perquisites including car allowance,
  club memberships, miscellaneous services, and executive physical will be
  discontinued on your separation date.

o FlexCare - You will continue through your separation date to be eligible to
  participate in FlexCare, Sprint's flexible benefits program that includes
  medical, dental, life, and dependent life insurance coverage.

o Disability Benefits - You will cease to be eligible for short and long-term
  disability benefits on your last day worked, July 11, 2002.

o Plan Elections - The EDCP, 401(k), SRPP, KMBP and FlexCare plans all require
  or permit various periodic or payment elections. During the separation period
  and thereafter (to the extent the plans extend beyond the separation period)
  you retain the right to make or change the elections consistent with the terms
  of the plans.

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Arthur B. Krause
Page 3


o Vacation - Your separation date is inclusive of all your 2002, 2003 and 2004
  vacation hours, plus embedded vacation hours (48).

o Noncompete - You agree that the Non-Compete Period under your noncompete
  agreement dated August 8, 1994, is extended to end on your separation date.
  Your noncompete agreement also contains restrictions against use or disclosure
  of Sprint proprietary information at any time after termination of employment.
  By accepting this letter, you agree also not to induce our employees or
  customers to terminate their relationship with Sprint until after your
  separation date. The noncompete agreement also requires you to return all
  Sprint property, including equipment, notes, reports, etc. to Sprint. You
  agree that you will receive no benefits under the noncompete agreement as
  amended above other than those set out in this letter.

o Contingency Employment Agreement - You agree that you will receive no benefits
  under the Contingency Employment Agreement, dated February 21, 1989, as
  amended, other than those set out in this letter.

o Payment to Estate - If you should die before payments hereunder are complete,
  the remaining payments will be made to your estate except that, to the extent
  specific plans address payments after the participant's death, the term of the
  specific plans will control payments.

The attached Full and Final General Release ("Release Agreement") incorporates
the terms set forth in this letter and is also an essential part of our
arrangement. It is understood that the Release Agreement will be signed prior to
your vacation, which is scheduled to begin June 1, 2002. The validity of the
Release Agreement and this letter agreement are mutually dependent on the
execution of each other, are being given in consideration of each other, and
neither agreement is valid unless both are signed.

As set forth in the attached Release Agreement, you have up to 21 days to
consider this proposal, but you may accept it sooner if you wish. If you wish to
accept this proposal, please sign and date this letter in the space provided
below and return it to Ben Watson. If you have any questions regarding either
this letter or the attachments, please do not hesitate to contact Ben Watson or
me.

                              Best regards,

                              Sprint Corporation



                                    /s/ W. T. Esrey
                              by:   William T. Esrey
                              its:  Chairman and Chief Executive
Officer


Agreed to and Accepted:


/s/ Arthur B. Krause
Arthur B. Krause

5/20/02
Date

Attachment

<PAGE>

                         FULL AND FINAL GENERAL RELEASE

This  Full  and  Final  General  Release  ("Release  Agreement"), effective the
17th.  day  of  May,  2002,  is  made  by  Sprint Corporation,  a Kansas
corporation, (Sprint Corporation  and  the subsidiaries of Sprint Corporation
are collectively  referred  to herein  as  "Employer")  and  Arthur B.  Krause
("Mr.  Krause"), (collectively referred to as the "Parties").

                                    Recitals

      1.   Mr.  Krause is employed by Employer as Executive  Vice President -
Chief Financial Officer.

     2.  Employer and Mr. Krause have agreed to the terms for Mr. Krause's
cessation of employment and retirement  pursuant  to  a Letter Agreement dated
May 17, 2002, ("Letter Agreement"), a copy of which is attached to, and is
part of, this Release Agreement.

     3.   The  Parties wish to confirm their agreements regarding such
cessation of employment and retirement in writing.

                                    Agreement

In consideration of the mutual promises contained in this Release Agreement and
the Letter Agreement and for other good and valuable consideration, the receipt
and sufficiency of which both parties acknowledge, the Parties hereby agree as
follows:

     1.  General Release

     Mr.  Krause, for himself and his attorneys, representatives, heirs,
     executors, administrators, legatees, successors and assigns, hereby
     waives, releases and discharges Employer and all its predecessors,
     successors, affiliates, partners, officers, directors, agents, attorneys
     and employees, of and from all claims, demands, actions, causes of action,
     suits, damages, losses, expenses, controversies and other liabilities or
     damages of any nature (regardless of whether they relate to action or
     inaction) arising prior to or on the date hereof or arising as a result of
     an occurrence that took place prior to or on the date hereof, including
     but not limited to, any claims arising from or relating in any way to Mr.
     Krause's employment and the termination of his employment with Employer,
     the Agreement Regarding Special Compensation and Post Employment
     Restrictive Covenants, dated August 8, 1994 (the "Non-Compete"), the
     Contingency Employment Agreement, dated March 10, 1989 and amended as of
     January 1, 1990, and June 30, 1999 (the "CEA"), and any claims arising
     under the Age Discrimination in Employment Act, Fair Labor Standards Act,
     Americans with Disabilities Act, or the Rehabilitation Act of 1973,
     excepting only (1) any claims under the Indemnification Agreement, dated
     November 1, 1988 (the "Indemnification Agreement"), (2) any claims under
     applicable state workers' compensation and unemployment statutes, (3) any
     claims arising under this Release Agreement, and (4) any claims under the
     Letter Agreement, including any benefit plans referred to therein (all
     such claims, "Permissible Claims"). Mr. Krause represents and warrants,
     with the understanding that such warranty and representation is material
     to this Release Agreement, that neither he

<PAGE>

     nor any person or entity acting on his behalf has requested arbitration or
     asserted with any federal, state or local judicial or administrative
     agency or other body, any claim (other than Permissible Claims) based on
     or arising out of or alleged to be suffered in or as a consequence of Mr.
     Krause's employment with Employer, the termination of his employment, or
     his contacts and relationships with Employer. Further, Mr. Krause
     represents and warrants, with the understanding that such representation
     and warranty is material to this Release Agreement, that he has no current
     intention to assert, in any manner or by any means, any such claims before
     any federal, state or local judicial or administrative agency or other
     body, or to request arbitration of same. If any such claim is asserted in
     the future by Mr. Krause or any person or entity authorized to do so on
     his behalf, Mr. Krause agrees that this Release Agreement is a total and
     complete bar to Mr. Krause's re-employment or recovery of any sum
     or amount whatsoever from Employer, whether labeled "award, " "liability,"
     "damages," "judgment," "back pay," "wages," or "fine, " or otherwise,
     resulting directly or indirectly from any arbitration, lawsuit, remedy,
     charge, or complaint, whether brought privately by Mr. Krause, whether or
     not on his behalf or at his request.

     2.  Mutuality of Release and Letter Agreement

     Mr. Krause agrees that this Release Agreement and the Letter Agreement are
     void if both documents are not executed or if either document is later
     revoked within the 7 days provided for below.

     3.  Cooperation in Litigation and Indemnity

     Mr. Krause agrees that he will reasonably cooperate with Employer in the
     prosecution or defense of all claims, charges, investigations, lawsuits or
     legal proceedings in which Sprint deems his assistance or testimony to be
     beneficial to Employer. Without limiting the foregoing, Mr. Krause agrees
     that he will not communicate with anyone regarding such claims or
     proceedings except communications with Employer's attorneys or outside
     counsel retained by Employer or communications to which said attorneys or
     outside counsel will be privy. Mr. Krause agrees that he will cooperate
     with Employer in providing whatever factual information he may have
     relative to any claim, charge, investigation, lawsuit or other proceeding
     brought by or against Employer with which he may have familiarity as a
     result of his employment with Employer or otherwise. Mr. Krause agrees to
     appear and to testify on behalf of Employer in all such matters without the
     requirement of a subpoena. Employer agrees to reimburse Mr. Krause at the
     rate of $1,777 per day plus any reasonable out-of-pocket expenses he incurs
     as a result of performing these services. Employer hereby agrees to extend
     the coverage of the Indemnification Agreement to cover Mr. Krause's
     activities for Employer pursuant to this paragraph. The extension shall
     apply as long as and at any time Mr. Krause is required to provide
     cooperation under this Section. It is agreed that the obligations under
     this paragraph shall survive and continue to be binding upon Mr. Krause
     after Employers' obligations have been performed under the Letter
     Agreement. The extension of coverage of the Indemnification Agreement will
     continue to apply to the actions taken by Mr. Krause in fulfillment of his
     obligations under this Section after the conclusion of any matters with
     respect to which he has provided cooperation.


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<PAGE>

     4.  Assignment

     Employer may, upon prior notice to Mr. Krause, freely assign its rights,
     liabilities and obligations hereunder and under the Letter Agreement to any
     affiliated legal entity which is a successor, subsidiary or affiliate of
     Employer, without consent. However, as between Employer and Mr. Krause, no
     such assignment will relieve Employer from its obligations hereunder or
     under the Letter Agreement without the express written consent of Mr.
     Krause. This Release Agreement shall bind and inure to the benefit of any
     such assignee or successor.

     5.   Governing Law; Survivorship

     The validity, interpretation, and enforcement of this Release Agreement,
     the Letter Agreement, will be governed by the laws of the State of Kansas
     without giving effect to its conflicts of laws principles. The Letter
     Agreement, and this Release Agreement constitute the entire agreement
     between the parties with respect to Mr. Krause's separation of employment,
     and they supersede all previous or contemporaneous negotiations,
     commitments, statements, and writings regarding the terms of Mr. Krause's
     employment or separation from employment. For clarification purposes, the
     Indemnification Agreement and Mr. Krause's obligations under the
     Non-Compete Agreement survive Employers completion of its obligation under
     the Letter Agreement, but nothing in this Release Agreement will extend any
     of Mr. Krause's obligations beyond the term for each obligation as it
     exists under the Non-Compete Agreement, as amended by the Letter Agreement.

     6.   Notices

     All notices and other communications required or permitted under this
     Release Agreement must be in writing and either hand-delivered or mailed by
     registered or certified mail, return receipt requested, and addressed as
     follows:

               To Sprint:          Sprint Corporation
                                   6200 Sprint Parkway
                                   Overland Park, Kansas 66251
                                   Attention:  Executive Vice
                                   President  & General Counsel

               To Mr. Krause:      Arthur B. Krause
                                   8611 Reinhardt Lane
                                   Leawood, KS  66206

     7.  Binding Effect, Consideration, and Revocation

     Mr. Krause agrees that he has carefully read this paragraph, and the rest
     of this Release Agreement, and the Letter Agreement, that he knows and
     understands the contents thereof, and that he executes both documents of
     his own free will. Mr. Krause further states that he has been advised to
     consult with an attorney, that he has consulted with an attorney regarding
     these documents, and that he fully understands the terms, conditions, and
     the final

                                        3

<PAGE>

     and binding effect of these documents. Mr. Krause acknowledges that he has
     been given a period of at least 21 days within which to consider these
     documents before signing them. Furthermore, it is agreed that Mr. Krause
     will have the right to revoke this Release Agreement and Letter Agreement
     by written notice to Employer within the seven days immediately following
     their execution, and that the Release Agreement and Letter Agreement will
     not become effective or enforceable until that period has expired. If this
     Release Agreement or Letter Agreement is revoked by Mr. Krause, he agrees
     to return all consideration and benefits provided to him by Employer to
     which he would not be entitled absent the Letter Agreement and this
     Release Agreement.

     8.  Non-disparagement

     The parties mutually agree to refrain from making any statements about each
     other that would disparage or reflect unfavorably upon the image or
     reputation of the other or of any officer, director or employee of the
     Employer.

                         /s/ Arthur B. Krause
                         ARTHUR B. KRAUSE

                               SPRINT CORPORATION

                         By: /s/ W. T. Esrey

                         Title: Chairman & CEO















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