2003 Compensation Charter: NXTL


The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Nextel Communications, Inc. (the "Company") establishes and administers the Company's policies, programs and procedures for compensating its senior management and Board members. Among other things, the Committee discharges the Board's responsibilities relating to compensation of the Company's executive officers and produces a report on executive compensation for inclusion in the Company's proxy statement for its annual meeting of stockholders in accordance with applicable rules and regulations.


The Committee will be composed of three or more directors as determined by the Board. Each Committee member must be "independent" as defined by the requirements of the primary trading market or securities exchange on which the Company's securities are traded. The Board will appoint each Committee member and will designate one of the members as Chairperson of the Committee. Each Committee member will serve at the pleasure of the Board for such term as the Board may decide or until such Committee member is no longer a Board member.

Duties and Responsibilities

The duties and responsibilities of the Committee will include the following:

Compensation Programs and Practices. The Committee will develop and implement the Company's compensation programs and practices for executive officers and Board members. The Committee will also have, as an important objective, the responsibility of ensuring that the compensation and general human resource programs and practices of the Company and its subsidiaries are competitive and are effectively designed to attract, retain and motivate highly qualified personnel.

Executive Office Compensation. The Committee will review and approve at least annually goals and objectives relevant to the compensation of the President and Chief Executive Officer and the other executive officers of the Company. The Committee will evaluate the performance of the executive officers in the light of those goals and objectives and set compensation for these executive officers based on those evaluations and any other factors as it deems appropriate. In determining any long-term incentive component of executive officers' compensation, the Committee will consider the Company's performance (including financial and non-financial indicators and, as appropriate, both short-and long-term performance indicators), the value of similar incentive awards to executive officers at comparable companies, and awards given to such officers in past years.

Incentive Compensation Plans and Equity-Based Plans. The Committee will make recommendations to the Board with respect to the approval, adoption and amendment of all cash- and equity-based incentive compensation plans in which any executive officer of the Company participates, as well as any other equity-based plans.

Employee Benefit Plans. The Committee will administer the Company's equity-based incentive compensation plans and other employee benefit plans adopted by the Board that contemplate administration by the Committee. The Committee will approve all grants of stock options and other equity-based awards, subject to the terms and conditions of the applicable plans.

Regulatory Compliance. The Committee will, in consultation with appropriate officers of the Company, oversee regulatory compliance with respect to compensation matters, including (if applicable) overseeing the Company's policies on structuring compensation programs intended to preserve tax deductibility, and, as may be required, establishing performance goals and determining whether performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.

Employee Agreements and Severance Arrangements. The Committee will review and approve any proposed employment agreement with any executive officer of the Company. The Committee will review and approve any severance, retention or other termination payments proposed to be made to any current or former executive officer of the Company, except for any such payment made in accordance with a plan previously approved by the Board or the Committee.

Director Compensation. The Committee will periodically review director compensation in relation to other comparable companies and such other factors as it deems appropriate and will make recommendations to the Board based on those reviews.

Board Reports. The Committee will keep regular minutes of its proceedings and report its activities to the Board at least annually in such manner and at such times as the Committee or the Board deem appropriate.

Compensation Committee Report. The Committee, with the assistance, as the Committee deems appropriate, of management and any outside advisors, will prepare a report for inclusion in the Company's proxy statement relating to the Company's annual meeting of stockholders.

Other Duties and Responsibilities. The Committee will perform any other duties or responsibilities delegated to the Committee by the Board from time to time.

Delegation of Duties and Responsibilities. The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee or, to the extent permitted by applicable law, to any other body or individual. In particular, the Committee may delegate the approval of certain transactions to a subcommittee consisting solely of members of the Committee who are (a) "non-employee directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, and (b) "outside directors" for the purposes of Section 162(m) of the Internal Revenue Code (if applicable).

General. The Committee will perform its duties and responsibilities in accordance with the Company's certificate of incorporation and by-laws, any delegated authority from the Board, and applicable laws, rules and regulations.

The Committee will meet at least three times a year or more frequently as necessary to carry out its responsibilities under this Charter. The Committee Chair will, in consultation with the other members of the Committee and appropriate officers of the Company, establish the agenda for each Committee meeting. Any Committee member may submit items to be included on the agenda. Committee members may also raise at any meeting subjects that are not on the agenda. The Committee Chair or a majority of the Committee members may call a meeting of the Committee at any time. A majority of the number of Committee members selected by the Board will constitute a quorum for conducting business at a meeting of the Committee. The act of a majority of Committee members present at a Committee meeting at which a quorum is in attendance will be the act of the Committee, unless a greater number is required by law or the Company's certificate of incorporation or by-laws. The Committee Chair will supervise the conduct of the meetings and will have other responsibilities as this Charter or the Committee may specify from time to time.

The Committee may request any officer or other employee of the Company, or any representative of the Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee. Any individual whose performance or compensation is to be discussed at a Committee meeting should not attend such meeting unless specifically invited by the Committee. Any Committee member may be excused from a meeting to permit the remaining members of the Committee to act on any matter in which such member's participation is not appropriate, and such member's absence will not destroy the quorum for purposes of acting on such matter.

Resources and Authority

The Committee will have appropriate resources and authority to discharge its responsibilities, including, without limitation, appropriate funding, in such amounts as the Committee deems necessary, to compensate any consultants or any other advisors retained by the Committee. The Committee will have the sole authority to retain and terminate compensation consultants to assist in the evaluation of director or executive officer compensation and the sole authority to approve the fees and other retention terms of such compensation consultants. The Committee may also retain independent counsel and other independent advisors to assist it in carrying out its responsibilities.

Annual Review

At least annually, the Committee will (i) review this Charter with the Board and recommend any changes to the Board, and (ii) evaluate its own performance against the requirements of this Charter and report the results of this evaluation to the Board. The Committee will conduct its review and evaluation in such manner as it deems appropriate.

March 1, 2003