Embarq (EQ)

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following summaries and tables describe potential payments to our named executive officers upon termination of employment under each named executive officer’s existing employment agreement or our Executive Severance Plan, as applicable, and our other compensation programs. The potential payments due upon a non-change in control (“Non-CIC”) termination, termination following a change in control (“CIC”), voluntary termination, termination for cause or in the event of death or disability of the named executive officer are shown in the tables set forth below. If the named executive officer would be eligible to commence early retirement benefits under our Pension Plan, we also show the value of potential payments in connection with early retirement under the Pension Plan. The named executive officers also have outstanding equity awards, which vest or for which vesting may accelerate as a result of the various termination scenarios. Any vesting or accelerated vesting would be pursuant to the terms of the individual award agreements, which are not summarized below; however, the value of any vested awards is reflected in the tables below. The award agreements related to the various awards were included as exhibits to the Original 10-K.

Each of our named executive officers, except for Mr. Campbell, has an employment agreement with us that was assumed as part of our spin-off and each of these agreements was included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 29, 2008. Each of the employment agreements was revised in December 2008 to comply with Section 409A of the Code and was included as an exhibit to the Original 10-K. In addition, in connection with our pending merger with CenturyTel (the “CenturyTel CIC”), Mr. Gerke’s employment agreement was amended and the amendment was attached as Exhibit 10.1 to the Form 8-K filed with the SEC on October 29, 2008 (the “Amendment”). The Amendment generally only becomes effective upon the closing of the CenturyTel CIC. Mr. Gerke’s interests in the CenturyTel merger, including the terms of his amended employment agreement, are described in detail in the Merger S-4. Mr. Campbell is a participant in our Executive Severance Plan, which was amended for compliance with Section 409A of the Code and attached as Exhibit 10.1 to our quarterly report on Form 10-Q filed with the SEC on October 30, 2008.

The amounts shown in the tables below assume that the named executive officer’s termination occurred on December 31, 2008; thus, the tables include amounts earned through that date and are estimates of the payments that would be made to the named executive officer at that time. The actual payments to be made to each named executive officer can only be determined at the time of the named executive officer’s separation from the company.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following summaries and tables describe potential payments to our named executive officers upon termination of employment under each named executive officer’s existing employment agreement or our Executive Severance Plan, as applicable, and our other compensation programs. The potential payments due upon a non-change in control (“Non-CIC”) termination, termination following a change in control (“CIC”), voluntary termination, termination for cause or in the event of death or disability of the named executive officer are shown in the tables set forth below. If the named executive officer would be eligible to commence early retirement benefits under our Pension Plan, we also show the value of potential payments in connection with early retirement under the Pension Plan. The named executive officers also have outstanding equity awards, which vest or for which vesting may accelerate as a result of the various termination scenarios. Any vesting or accelerated vesting would be pursuant to the terms of the individual award agreements, which are not summarized below; however, the value of any vested awards is reflected in the tables below. The award agreements related to the various awards were included as exhibits to the Original 10-K.

Each of our named executive officers, except for Mr. Campbell, has an employment agreement with us that was assumed as part of our spin-off and each of these agreements was included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on February 29, 2008. Each of the employment agreements was revised in December 2008 to comply with Section 409A of the Code and was included as an exhibit to the Original 10-K. In addition, in connection with our pending merger with CenturyTel (the “CenturyTel CIC”), Mr. Gerke’s employment agreement was amended and the amendment was attached as Exhibit 10.1 to the Form 8-K filed with the SEC on October 29, 2008 (the “Amendment”). The Amendment generally only becomes effective upon the closing of the CenturyTel CIC. Mr. Gerke’s interests in the CenturyTel merger, including the terms of his amended employment agreement, are described in detail in the Merger S-4. Mr. Campbell is a participant in our Executive Severance Plan, which was amended for compliance with Section 409A of the Code and attached as Exhibit 10.1 to our quarterly report on Form 10-Q filed with the SEC on October 30, 2008.

The amounts shown in the tables below assume that the named executive officer’s termination occurred on December 31, 2008; thus, the tables include amounts earned through that date and are estimates of the payments that would be made to the named executive officer at that time. The actual payments to be made to each named executive officer can only be determined at the time of the named executive officer’s separation from the company.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following summaries and tables describe potential payments payable to our Named Officers upon termination of employment under each officer’s existing employment agreement or our executive severance plan, as applicable, and our other compensation programs. The potential payments payable upon a non-change in control (“Non-CIC”) termination, termination following a change in control (“CIC”), voluntary termination, termination for cause and in the event of death or disability of the Named Officer are shown below. If the Named Officer would be eligible to commence early retirement benefits under our Pension Plan, we also show the value of potential payments in connection with early retirement under the Pension Plan. For our 2 Named Officers who terminated employment in 2007, we describe only payments made in connection with their termination.

Each of our Named Officers, except for Messrs. Campbell and Holland, has an employment agreement with us that was assumed as part of our spin-off, and these agreements were not restructured as part of our 2007 compensation program. Each of these agreements is included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC. Messrs. Campbell and Holland are subject to our Executive Severance Plan, filed as an exhibit to our Annual Report on Form 10-K. Neither the applicable employment agreement nor the Executive Severance Plan obligates the company to pay a Named Officer’s potential tax liabilities in connection with a termination of employment following a Change in Control.

With the exception of Messrs. Blessing and Hesse, the amounts shown in the tables below assume that the Named Officer’s termination occurred on December 31, 2007, and thus includes amounts earned through that date and are estimates of the potential payments that would be paid to the Named Officer. The actual payments to be paid to each Named Officer can only be determined at the time of the Named Officer’s separation from the company. Mr. Gerke’s summary describes his employment agreement in effect on December 31, 2007. Mr. Blessing’s summary describes the payments that will be made to him as a result of the elimination of his position and termination of his employment on December 15, 2007 and his eligibility for special early retirement benefits under our pension plan effective July 1, 2009. Mr. Hesse’s summary describes the payments made to him as a result of his voluntary termination of employment effective December 17, 2007.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following summaries and tables describe potential payments payable to our Named Officers upon termination of employment under each Officer’s existing employment agreement and our other compensation programs. The potential payments payable upon a non-change in control termination, termination following a change in control, voluntary termination, termination for cause and in the event of death or disability of the Named Officer are shown below. If the Named Officer is eligible for early retirement benefits under our Pension Plan, we also show the potential payments in connection with early retirement. Each of our Named Officers, except for Mr. Campbell, has an employment agreement with us that was assumed as part of our spin-off, and these agreements were not restructured as part of our 2006 compensation program. Each of these agreements is included as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC.

With the exception of Mr. Fuller, the amounts shown in the tables below assume that the Named Officer’s termination occurred on December 31, 2006, and thus includes amounts earned through that date and are estimates of the potential payments that would be paid to the Named Officer. The actual payments to be paid to each Named Officer can only be determined at the time of the Named Officer’s separation from the company. Mr. Fuller’s summary describes the payments that will be made to him as a result of our elimination of the position of Chief Operating Officer after December 31, 2006, his termination of employment on January 12, 2007, and his eligibility for early retirement benefits under our Pension Plan effective August 1, 2008.