Embarq CORP (Form: 8-K, Received: 05/18/2006 14:51:13)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2006

Embarq Corporation

(Exact name of Registrant as specified in its charter)


Delaware	001-32732	20-2923630
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5454 W. 110 ^th Street

Overland Park, Kansas

66211

(Address of principal executive offices)

(Zip Code)

(913) 323-4637

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Effective as of 11:59 p.m., Eastern Daylight Time (the “Distribution Time”) on May 17, 2006 (the “Distribution Date”), the distribution by Sprint Nextel Corporation (“Sprint Nextel”) of all of the common stock of Embarq Corporation (“Embarq”) to the stockholders of Sprint Nextel was completed in a tax free spin-off (the “Distribution”).

On the Distribution Date, in exchange for, and as a condition to, the transfer of assets and the assumption of liabilities described below, Embarq: (1) issued to Sprint Nextel 149,073,797 shares of Embarq common stock, par value $.01 per share (“Embarq common stock”); and (2) issued to Sprint Nextel $4.485 billion of Embarq senior notes and transferred to Sprint Nextel approximately $2.1 billion in cash. In exchange for, and contemporaneously with, the issuance of the Embarq common stock and transfer of debt and cash described above, Sprint Nextel transferred to Embarq assets consisting primarily of Sprint Nextel’s incumbent local communications operations and wholesale product distribution operations and Embarq assumed certain liabilities related to its business. The Embarq common stock issued to Sprint Nextel was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Embarq common stock was issued in reliance on the exemption provided by Section 4(2) of the Securities Act because the Embarq common stock was issued in a transaction not involving a public offering. The Embarq common stock has been registered under the Securities Exchange Act of 1934, as amended.

In connection with the Distribution, Embarq entered into certain agreements with Sprint Nextel to effect the separation of Embarq’s business and the Distribution and to define responsibility for obligations arising before and after the Distribution Date, including, among others, obligations relating to taxes, employees and intellectual property. Additional information regarding the Distribution and the agreements summarized below is contained in Embarq’s registration statement on Form 10, as amended, filed with the Securities and Exchange Commission (“SEC”) on May 2, 2006 (the “Registration Statement”).

Tax Sharing Agreement

On the Distribution Date, Embarq entered into a tax sharing agreement with Sprint Nextel (the “Tax Sharing Agreement”) that governs both Embarq’s and Sprint Nextel’s rights and obligations after the Distribution with respect to taxes for both pre- and post-Distribution periods. Under the Tax Sharing Agreement, Embarq generally is required to indemnify Sprint Nextel for any taxes attributable to Embarq’s operations for all pre-Distribution periods and Sprint Nextel generally is required to indemnify Embarq for any taxes attributable to its operations for all pre-Distribution periods. In addition, the Tax Sharing Agreement provides that in order to preserve the tax-free treatment to Sprint Nextel of the Distribution, for specified periods of up to 30 months following the Distribution, Embarq is prohibited, except in specified circumstances, from: issuing, redeeming or being involved in other acquisitions of its equity securities (excluding the Distribution); transferring significant amounts of assets; amending Embarq’s certificate

of incorporation or bylaws; failing to comply with the Internal Revenue Service requirement for a spin-off that Embarq engage in the active conduct of a trade or business after the spin-off; or engaging in other actions or transactions that could jeopardize the tax-free status of the Distribution.

Employee Matters Agreement

On the Distribution Date, Embarq entered into an Employee Matters Agreement (the “Employee Matters Agreement”) with Sprint Nextel that allocates liabilities and responsibilities relating to employees and former employees of Embarq’s business, including with respect to compensation and benefits plans and programs. Pursuant to the terms of the Employee Matters Agreement, at the Distribution Date, Embarq also assumed those employment agreements previously entered into between certain Embarq executive officers and Sprint Nextel filed as Exhibits 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11 and 10.12 to the Registration Statement.

Trademark Assignment and License Agreement

On the Distribution Date, Embarq entered into a trademark assignment and license agreement (the “Trademark Agreement”) with Sprint Nextel that gives Embarq ownership of certain identified marks that had historically been used in connection with the services and products offered by Sprint Nextel’s local telecommunications division. The Trademark Agreement gives Embarq rights to use the Sprint name and Sprint diamond logo in the conduct of Embarq’s business in a manner substantially consistent with the pre-Distribution use for up to 24 months after the Distribution Date while Embarq transitions to its new brand.

Software and Proprietary Information Agreement

On the Distribution Date, Embarq entered into a software and proprietary information agreement with Sprint Nextel (the “Software Agreement”) that gives Embarq ownership of certain internally developed software, proprietary information and related materials. Under the Software Agreement, Embarq and Sprint Nextel have each granted to the other a perpetual license to certain software, proprietary information and materials of the other party that each company was using in its respective businesses as of the Distribution Date and to certain software, proprietary information, and materials possessed by Embarq on the Distribution Date. The software and proprietary information agreement also provides for future additional licensing arrangements related to proprietary information and materials that were in the possession of the parties on the Distribution Date.

Patent Agreement

On the Distribution Date, Embarq entered into a patent agreement with Sprint Nextel (the “Patent Agreement”) pursuant to which certain patents, patent applications and associated rights related to Sprint Nextel’s local telecommunications division were

transferred to Embarq as part of the Distribution. Pursuant to the Patent Agreement, the parties have also agreed not to assert claims against each other related to the other party’s business and its respective patent portfolio, as it existed on the Distribution Date, subject to certain restrictions and exceptions. The Patent Agreement further provides that a party has the right to obtain a license under certain patents of the other party, subject to conditions and limitations.

Underwriting Agreement

On May 12, 2006, Embarq, Sprint Capital Corporation, a Delaware corporation (“Sprint Capital”), and a wholly owned subsidiary of Sprint Nextel, and Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Lehman Brothers Inc., on behalf of themselves and the other underwriters named therein (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which Sprint Capital agreed to sell to the Underwriters, and the Underwriters agreed to purchase, (x) an aggregate of $1,000,000,000 principal amount of 6.738% Notes due 2013 of Embarq, (y) an aggregate of $2,000,000,000 principal amount of 7.082% Notes due 2016 of Embarq, and (z) an aggregate of $1,485,000,000 principal amount of 7.995% Notes due 2036 of Embarq (collectively, the “Securities”). The closing for the sale of the Securities is expected to occur on May 19, 2006.

Indenture

The Securities will be issued under an indenture, dated as of the Distribution Date (the “Indenture”), by and between Embarq and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee. The Indenture provides for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness to be issued by Embarq in one or more series as provided in the Indenture. The Indenture does not limit the aggregate principal amount of debentures, notes or other debt securities that Embarq may issue. The Indenture does not contain financial or similar restrictive covenants, except as disclosed therein.

Copies of the Underwriting Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, the Trademark Agreement, the Software Agreement, the Patent Agreement and the Indenture are attached hereto as Exhibits 1.1, 2.1, 2.2, 2.3, 2.4, 2.5 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

A copy of the press release announcing the completion of the Distribution is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into Item 2.01 of this Current Report on Form 8-K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into Item 2.03 of this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into Item 3.02 of this Current Report on Form 8-K.

Item 3.03. Material Modification of Rights of Security Holders.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into Item 3.03 of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of May 12, 2006, by and among Embarq Corporation, Sprint Capital Corporation, and Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Lehman Brothers Inc., on behalf of themselves and the other underwriters named therein

2.1†		Tax Sharing Agreement dated as of May 17, 2006 by and among Sprint Nextel Corporation, Embarq Corporation and certain Embarq subsidiaries

2.2†		Employee Matters Agreement dated as of May 17, 2006 by and between Sprint Nextel Corporation and Embarq Corporation

2.3†		Trademark Agreement and License Agreement dated as of May 17, 2006, by and among, Sprint Nextel Corporation, Embarq Corporation and certain Embarq subsidiaries

2.4†		Software and Proprietary Information Agreement dated as of May 17, 2006 by and between Embarq Corporation and Sprint Nextel Corporation

2.5†		Patent Agreement dated as of May 17, 2006 by and between Sprint Nextel Corporation and Embarq Corporation

4.1		Indenture, dated as of May 17, 2006, by and between Embarq Corporation and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee

99.1		Press Release dated May 18, 2006

†	Schedules and/or exhibits not filed will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	Embarq Corporation

Date: May 18, 2006	By:	/s/ CLAUDIA S. TOUSSAINT
		Claudia S. Toussaint
		Vice President and Corporate Secretary

EXHIBIT INDEX


Exhibit No.		Description

1.1		Underwriting Agreement, dated as of May 12, 2006, by and among Embarq Corporation, Sprint Capital Corporation, and Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Lehman Brothers Inc., on behalf of themselves and the other underwriters named therein

2.1†		Tax Sharing Agreement dated as of May 17, 2006 by and among Sprint Nextel Corporation, Embarq Corporation and certain Embarq subsidiaries

2.2†		Employee Matters Agreement dated as of May 17, 2006 by and between Sprint Nextel Corporation and Embarq Corporation

2.3†		Trademark Agreement and License Agreement dated as of May 17, 2006, by and among, Sprint Nextel Corporation, Embarq Corporation and certain Embarq subsidiaries

2.4†		Software and Proprietary Information Agreement dated as of May 17, 2006 by and between Embarq Corporation and Sprint Nextel Corporation

2.5†		Patent Agreement dated as of May 17, 2006 by and between Sprint Nextel Corporation and Embarq Corporation

4.1		Indenture, dated as of May 17, 2006, by and between Embarq Corporation and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee

99.1		Press Release dated May 18, 2006

†	Schedules and/or exhibits not filed will be furnished supplementally to the Securities and Exchange Commission upon request.

Exhibit 1.1

Embarq Corporation

6.738% Notes due 2013

7.082% Notes due 2016

7.995% Notes due 2036

Underwriting Agreement

May 12, 2006

Bear, Stearns & Co. Inc.,

Goldman, Sachs & Co.,

Lehman Brothers Inc.

As Representatives of the several Underwriters

named in Schedule I hereto,

c/o Bear, Stearns & Co. Inc.,

383 Madison Avenue

New York, New York 10179.

and

Goldman, Sachs & Co.,

85 Broad Street

New York, New York 10004.

and

Lehman Brothers Inc.

745 Seventh Avenue

New York, New York 10019.

Ladies and Gentlemen:

Sprint Capital Corporation, a Delaware corporation (the “ Selling Noteholder ”), a wholly owned subsidiary of Sprint Nextel Corporation, a Kansas corporation (“ Sprint Nextel ”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “ Underwriters ”) (x) an aggregate of $1,000,000,000 principal amount of 6.738% Notes due 2013 (“ 2013 Notes ”) of Embarq Corporation, a Delaware corporation (the “ Company ”), (y) an aggregate of $2,000,000,000 principal amount

of 7.082% Notes due 2016 (“ 2016 Notes ”) of the Company, and (z) an aggregate of $1,485,000,000 principal amount of 7.995% Notes due 2036 (“ 2036 Notes ”) of the Company (the 2013 Notes, 2016 Notes and 2036 Notes together, the “ Securities ”).

At the date hereof, the Company is a wholly owned subsidiary of Sprint Nextel. Before the Time of Delivery (as defined in Section 5(a) hereof), pursuant to the Separation and Distribution Agreement, dated as of May 1, 2006, between Sprint Nextel and the Company (the “ Separation and Distribution Agreement ”), (i) in exchange for, and as a condition to, the transfer by Sprint Nextel of assets (consisting of the local telecommunications division and wholesale product distribution operations) and the assumption by the Company of certain liabilities, Sprint Nextel will receive (1) shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), and (2) the Securities and the cash proceeds of the Company’s new borrowings, in an aggregate amount of approximately $6.6 billion; and (ii) Sprint Nextel will distribute pro rata to Sprint Nextel’s stockholders all of the outstanding shares of the Common Stock, all as more fully described in the Pricing Prospectus (as defined in Section 1(a) hereof) under the heading “Summary - The Spin-off.” On the first business day following such distribution, Sprint Nextel will transfer the Securities to Sprint Capital pursuant to the Exchange Agreement, dated as of May 5, 2006 (the “ Exchange Agreement ”), in satisfaction of specified inter-company indebtedness owed by Sprint Nextel to Sprint Capital. The transactions described in (i) and (ii) above are hereinafter referred to collectively as the “ Spin-Off ”. As used herein, the term “ Spin-Off Agreements ” collectively refers to the Separation and Distribution Agreement, the Tax Sharing Agreement, the Trademark Assignment and License Agreement, the Software and Proprietary Information Agreement, the Patent Agreement and the Employee Matters Agreement, each of which is described under the caption “Agreements with Sprint Nextel” in the Pricing Prospectus (as defined below).

In addition, before the Time of Delivery (as defined in Section 5(a) hereof), and prior to the consummation of the Spin-Off, the Company will enter into an $3,100,000,000 Credit Facility (the “ Credit Facility ”) evidenced by a credit agreement (the “ Credit Loan Agreement ”) among the Company, as borrower, Citibank, N.A., as administrative agent, and a syndicate of lenders.

1. Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S-1 (File No. 333-131747) in respect of the Securities has been filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Act ”); the various parts of such registration statement, as amended at the time it was declared effective under the Act, including all pre-effective amendments, the financial statements, exhibits (but excluding the Statement of Eligibility (Form T-1)) and schedules thereto, and including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Act, is called the “ Registration Statement ”; the Registration Statement has been declared effective by the Commission under the Act; no other document with respect to the Registration Statement has as of the date of this Agreement been filed with the Commission other than correspondence with the Commission in connection with the Registration Statement; and no

stop order suspending the effectiveness of the Registration Statement, has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission (the preliminary prospectus, dated as of May 4, 2006, included in the Registration Statement before it became effective under the Act, and any prospectus thereafter filed with the Commission by the Company pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “ Preliminary Prospectus ”; the Preliminary Prospectus relating to the Securities that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “ Pricing Prospectus ”; and the final prospectus relating to the sale of the Securities by the Selling Noteholder, in the form first filed with the Commission by the Company pursuant to Rule 424(b) under the Act, is hereinafter called the “ Prospectus ”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “ Issuer Free Writing Prospectus ”);

(b) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission. The Pricing Prospectus and the-then current preliminary prospectus at the time any Issuer Free Writing Prospectus was issued, at the time of filing thereof, complied in all material respects with the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “ Trust Indenture Act ”), and the rules and regulations of the Commission thereunder; and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(c) For the purposes of this Agreement, the “ Applicable Time ” is 12:30 p.m. (Eastern time) on the date of this Agreement; the Pricing Prospectus as supplemented by the Issuer Free Writing Prospectus listed in Schedule II(a) hereto and the final term sheet prepared and filed pursuant to Section 6(a) hereof, taken together (collectively, the “ Pricing Disclosure Package ”) as of the Applicable Time, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus is listed on Schedule II(a) or Schedule II(b) hereto and did not include information that conflicted with the information contained in the Registration Statement or the then-current preliminary prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions in the Pricing Disclosure Package or any Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;

(d) (i) The Registration Statement and any post-effective amendments thereto, as of their respective effective dates, did not contain or, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and any post-effective amendments thereto, as of their respective effective dates, and the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Time of Delivery (as defined in Section 5(a) hereof), complied or will comply in all material respects with the Act and the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder and (iii) the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Time of Delivery does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this paragraph do not apply to (x) statements or omissions in the Registration Statement or the Prospectus or any amendment or supplement thereto based upon information furnished to the Company in writing by an Underwriter through the Representatives expressly for use therein, or (y) those exhibits to the Registration Statement that constitute the Statement of Eligibility (Form T-1) of the Trustee (as defined below);

(e) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Pricing Disclosure Package and is duly qualified to transact business and is, and will be upon consummation of the Spin-Off, in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the financial condition, business or results of operations of the Company and its Subsidiaries (as defined in Section 1(f) hereof), taken as a whole, or on the sale and offering of the Securities as contemplated by this Agreement and the Pricing Disclosure Package (each, a “ Material Adverse Effect ”);

(f) Each subsidiary of the Company or entity which will become a subsidiary of the Company as a result of the Spin-Off and that would be a “significant subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission (assuming for purposes of such determination that the Spin-Off had been consummated and each such entity was a subsidiary of the Company as of the end of the Company’s most recently completed fiscal year (ended December 31, 2005)) (collectively, the “ Subsidiaries ”) has been duly incorporated, formed or otherwise organized, is validly existing as a corporation, limited liability company or partnership, as the case may be, in good standing under the laws of its jurisdiction of incorporation or organization, and has the corporate, limited liability company, or partnership, as the case may be, power and authority to own its property and to conduct its business and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect; and all of the issued shares of capital stock or other equity interests of each

Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and, except as otherwise set forth in the Pricing Disclosure Package and except for directors’ qualifying shares, are, or will be by the Time of Delivery (as defined in Section 5(a) hereof), owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims (1) which would not reasonably be expected to have a Material Adverse Effect or (2) pursuant to the Credit Loan Agreement and as have been disclosed in the Pricing Disclosure Package;

(g) As of the date hereof, the Company has 100 shares of Common Stock issued and outstanding and all of the issued shares of Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable;

(h) The Securities have been duly authorized and, when issued and delivered in accordance with the terms of the Separation and Distribution Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the indenture to be dated as of the date of the Time of Delivery (the “ Indenture ”) between the Company and J.P. Morgan Trust Company, National Association, as Trustee (the “ Trustee ”), under which they are to be issued, which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, when executed and delivered by the Company and the Trustee, will constitute a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; and the Securities and the Indenture will conform to the descriptions thereof in the Pricing Disclosure Package and the Prospectus;

(i) The statements set forth in the Pricing Disclosure Package and Prospectus under the caption “Agreements with Sprint Nextel” insofar as they purport to describe the provisions of the documents referred to therein, are an accurate summary of the material terms of such provisions;

(j) The Separation and Distribution Agreement has been duly authorized, executed and delivered by the Company, and the other Spin-Off Agreements to which the Company or its Subsidiaries is a party and the Credit Loan Agreement have been duly authorized by the Company and such Subsidiaries; and the execution, delivery and compliance by the Company and such Subsidiaries with all of the provisions of the Separation and Distribution Agreement, such Spin-Off Agreements and the Credit Loan Agreement and the consummation of the transactions contemplated thereby (including the issuance of the Securities to Sprint Nextel under the Separation and Distribution Agreement and the transfer of the Securities to the Selling Noteholder under the Exchange Agreement), (i) does not and will not violate any provision of the certificate of incorporation or by-laws of the Company and (ii) does not and will not violate any provision of law applicable to the Company or any of its Subsidiaries, any agreement or other instrument binding upon the Company or any of its Subsidiaries or any of their assets or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary, except in each case set forth in this clause (ii) for violations that would not reasonably be expected to have a

Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company and its subsidiaries of the transactions contemplated by the Spin-Off Agreements or the performance by the Company and its subsidiaries under the Spin-Off Agreements or the Credit Loan Agreement except such as have been obtained or such as the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect;

(k) This Agreement has been duly authorized, executed and delivered by the Company, and the execution and delivery by the Company of this Agreement, the performance by the Company of its obligations under this Agreement and the consummation of the transactions contemplated herein (i) does not and will not violate any provision of the certificate of incorporation or by-laws of the Company and (ii) does not and will not violate any provision of law applicable to the Company or any of its Subsidiaries, any agreement or other instrument binding upon the Company or any of its Subsidiaries or any of their assets or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary, except in each case set forth in this clause (ii) for violations that would not reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issuance and sale of the Securities to Sprint Nextel or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture except (x) such as have been obtained under the Act and the Trust Indenture Act, (y) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters, and (z) those consents, approvals, registrations, authorizations or qualifications the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect;

(l) Neither the Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Disclosure Package, there has not been any change in the capital stock (other than (i) issuances of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, restricted stock, restricted stock units and other equity-based awards and equity-based compensation) or change in long-term debt of the Company or any of its Subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Pricing Disclosure Package;

(m) Neither the Company nor any of its Subsidiaries is (i) in violation of its certificate of incorporation or by-laws or (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, other than any such default that would not reasonably be expected to have a Material Adverse Effect;

(n) The Company and its Subsidiaries possess, or will possess by the Time of Delivery (as defined in Section 5(a) hereof), all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses material to the Company and its Subsidiaries, taken as a whole, except for such licenses, certificates, permits or other authorizations the failure of which to possess, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business;

(o) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its Subsidiaries is a party or to which any of the properties of the Company or any of its Subsidiaries is subject that are required to be described in the Registration Statement or the Pricing Disclosure Package and that are not so described or any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Pricing Disclosure Package that are not described as required. There are no contracts or other documents required to be filed as exhibits to the Registration Statement that are not filed as required;

(p) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”);

(q) The Company is permitted under Rule 164 and Rule 433 under the Act to issue and use free writing prospectuses, including not being, at the relevant times, an “ineligible issuer,” as defined under Rule 405 under the Act;

(r) KPMG LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(s) Each of the Company and its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with U.S. management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect thereto;

(t) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the

“ Exchange Act ”)) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective in (x) providing reasonable assurance that material information required to be disclosed by the Company in the reports that the Company is required to file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required, and (y) providing reasonable assurance that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure;

(u) By the Time of Delivery (as defined in Section 5(a) hereof) the Common Stock will be listed for regular trading on the New York Stock Exchange and the Securities will be “covered securities” for purposes of Section 18 of the Act.

2. Representations and Warranties of the Selling Noteholder .

(a) The Selling Noteholder represents and warrants to and agrees with each of the Underwriters that:

(i) This Agreement and the Exchange Agreement have been duly authorized, executed and delivered by it;

(ii) It has full right, power and authority to enter into this Agreement, the Exchange Agreement and to consummate the transactions contemplated herein (including the sale, assignment, transfer and delivery of the Securities as contemplated hereunder) and therein; the execution and delivery by it of this Agreement and the Exchange Agreement, and compliance by it with all of the provisions of this Agreement and the Exchange Agreement, the sale of the Securities by it to the Underwriters and the consummation of the transactions contemplated herein and therein do not and will not conflict with (i) any provision of its certificate of incorporation or by-laws (ii) any material agreement or other instrument binding upon it or any of its subsidiaries or any of their assets or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to it or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body or other authority having jurisdiction over it or any of its subsidiaries, except in the case of clauses (ii) and (iii), as would not have an adverse effect on the ability of the Selling Noteholder to consummate the transactions contemplated by this Agreement and the Exchange Agreement;

(iii) No consent, approval, authorization, order, registration or qualification of or filing with any governmental agency or body or any court is required in connection with the execution, delivery or performance of this Agreement and the Exchange Agreement by it, the consummation by it of the transactions contemplated by this Agreement and the Exchange Agreement or in connection

with the sale of the Securities by it to the Underwriters, except as may be required under (x) state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters or (y) the Act, the Exchange Act or the Trust Indenture Act and as have been obtained;

(iv) The Registration Statement, and any amendments thereto, as of their respective effective dates, did not contain or, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and any Preliminary Prospectus, the Pricing Prospectus and the Pricing Disclosure Package do not contain and, the Prospectus, as of its issue date and, as amended or supplemented, if applicable, as of the Time of Delivery does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided , however , that the representations and warranties set forth in this paragraph apply only to statements or omissions in the Registration Statement, any Preliminary Prospectus, Issuer Free Writing Prospectus, Pricing Prospectus, Pricing Disclosure Package or Prospectus, and any supplements or amendments thereto, based upon information relating to it and furnished by it to the Company in writing (which the parties hereto agree consists of only the information under the caption “Selling Noteholder”); and

(v) The Selling Noteholder will have, immediately prior to the Time of Delivery (as defined in Section 5(a) hereof), good and valid title to the Securities, free and clear of all liens, encumbrances or claims; and, upon delivery of the Securities and payment therefor pursuant hereto, good and valid title to the Securities, free and clear of all liens, encumbrances or claims, will pass to the several Underwriters;

(vi) None of the Selling Noteholder or any of its affiliates has taken or will take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities; and

(vii) The Selling Noteholder will deliver to you prior to or at the Time of Delivery (as defined in Section 5(a) hereof) a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

3. Sale and Purchase . Subject to the terms and conditions herein set forth, the Selling Noteholder agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Noteholder, at a purchase price of:

(a) 99.120 % of the principal amount of 2013 Notes, plus accrued interest, if any, from May 17, 2006 to the Time of Delivery (as defined below) hereunder, the principal amount of 2013 Notes set forth opposite the name of such Underwriter in Schedule I hereto;

(b) 99.119 % of the principal amount of 2016 Notes, plus accrued interest, if any, from May 17, 2006 to the Time of Delivery (as defined below) hereunder, the principal amount of 2016 Notes set forth opposite the name of such Underwriter in Schedule I hereto; and

(c) 99.118 % of the principal amount of 2036 Notes, plus accrued interest, if any, from May 17, 2006 to the Time of Delivery (as defined below) hereunder, the principal amount of 2036 Notes set forth opposite the name of such Underwriter in Schedule I hereto.

4. Offering and Sale . Upon the authorization by the Selling Noteholder of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.

5. Delivery .

(a) The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Company and the Selling Noteholder with The Depository Trust Company (“ DTC ”) or its designated custodian. The Selling Noteholder will deliver the Securities to the Representatives, for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Selling Noteholder to the Representatives at least forty-eight hours in advance, by causing DTC to credit the Securities to the account of the Representatives at DTC. The Company and the Selling Noteholder will cause the global certificates representing the Securities to be made available to you for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “ Designated Office ”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on May 19, 2006 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “ Time of Delivery ”.

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 9 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 9(k) and (l) hereof, will be delivered at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, NY, 10004 (the “ Closing Location ”), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 5, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

6. Agreements of the Company . The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by the Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely a description of the Securities, in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c) As soon as practicable on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus or the notice referred to in Rule 173(a) under the Act in lieu thereof is required by law at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act or the Trust Indenture

Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in Securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) During the period beginning from the date hereof and continuing to and including the Time of Delivery or such earlier time as you may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose, except as provided hereunder, in the Separation and Distribution Agreement and in the Exchange Agreement of any securities of the Company that are substantially similar to the Securities;

(f) To comply with its disclosure, reporting and delivery obligations under the Act and the Exchange Act; and

(g) During a period of five years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission): provided , however , it being understood that the filing of any such reports, financial statements and information with the Commission via the EDGAR filing system shall be deemed to have been delivered to you as a result of such filing; and provided , further , that should any information required to be provided pursuant to clause (ii) be nonpublic information, prior to providing any such information the Company shall notify the Underwriters of such fact and if any such Underwriter requests such information to be provided to it, it shall comply with such confidentiality requirements as the Company may reasonably request.

7. Free Writing Prospectuses .

(a) (i) The Company represents and agrees that, without the prior consent of the Representatives and the Selling Noteholder, and the Selling Noteholder represents and agrees that, without the prior consent of the Representatives and the Company, it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, except, in the case of the Company, the final term sheet prepared and filed pursuant to Section 6(a) hereof;

(ii) each Underwriter represents and agrees that, without the prior consent of the Company, the Selling Noteholder and the Representatives, other than (x) one or more term sheets relating to the Securities containing customary information and communicated to purchasers of Securities or (y) any free writing prospectus permitted pursuant to Section 7(a)(i), it has not used and will not use or refer to any offer relating to the Securities that would constitute a “free writing prospectus”; and

(iii) the Company, the Selling Noteholder and the Representatives agree that any free writing prospectus the use of which has been consented to by the Company, the Selling Noteholder and the Representatives is listed on Schedule II(a) or Schedule II(b) hereto;

(b) The Company has complied with and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein.

8. Fees and Expenses . The Selling Noteholder covenants and agrees with the several Underwriters that the Selling Noteholder will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof as reasonably requested by the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Indenture, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase,

sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under securities laws as provided in Section 6(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the preparation of the legal investment survey (which shall not in any case exceed the estimate previously provided to the Company); (iv) any fees charged by securities rating services for rating the Securities; (v) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any required review by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities (which shall not in any case exceed the estimate previously provided to the Company); (vi) the cost of preparing the Securities; (vii) the fees and expenses of the Trustee; and (viii) all other costs and expenses incident to the performance of the Company’s obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 10 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

9. Conditions . The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Noteholder herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Sullivan & Cromwell LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as Annex II(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, with respect to the matters covered in paragraphs (i), (ii), (iii), (iv), (vi) and (xii)) of subsection (c) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) King & Spalding LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that:

(i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as described in the Pricing Prospectus;

(ii) All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable;

(iii) This Agreement has been duly authorized, executed and delivered by the Company;

(iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity, and will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus;

(v) To the best of such counsel’s knowledge based solely on inquiries of representatives of the Company who have responsibility for litigation and governmental proceedings, and other than as set forth in the Pricing Prospectus, such counsel does not know of any litigation or any governmental proceedings instituted or threatened against the Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and is not so disclosed;

(vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act;

(vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of the transactions contemplated by this Agreement and the Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement, (b) will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued

pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to such counsel by any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties, except that it is understood that no opinion is given in this paragraph (vi) with respect to any state securities law or any rule or regulation issued pursuant to any state securities law;

(viii) No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;

(ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and “Agreements with Sprint Nextel,” insofar as such statements summarize the legal matters, agreements or documents described therein, are accurate in all material respects;

(x) The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are accurate summaries of the matters set forth therein in all material respects;

(xi) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act;

(xii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to the extent set forth in paragraphs (ix) and (x) above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the date of this Agreement, contained an untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the

Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, with respect to clauses (i), (ii) and (iii) above, such counsel expresses no belief with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Prospectus which are not so summarized;

(d) Jones Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such opinion is attached as Annex II(d) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that:

(i) This Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder;

(ii) The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder;

(iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Securities by the Selling Noteholder and (iii) compliance with the terms and provisions thereof by the Selling Noteholder will not violate any law or regulation known to such counsel to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Selling Noteholder or its property or violate or result in a default under any of the terms and provisions of the certificate of incorporation or bylaws of the Selling Noteholder or any agreement to which the Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that counsel expresses no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation);

(iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the

Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act;

(v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “ UCC ”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the State of New York as may be designated by The Depository Trust Company (“ DTC ”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC.

(e) Potter Anderson & Corroon LLP, special Delaware counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of which is attached as Annex II(e) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that the Exchange Agreement constitutes a valid and binding obligation of the Selling Noteholder, enforceable against the Selling Noteholder in accordance with its terms;

(f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at the Time of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the form of bring-down letter to be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as Annex I(b) hereto);

(g) (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have been any change in the capital stock (other than (i) issuances

of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, restricted stock, restricted stock units and other equity-based awards and equity-based compensation) or change in long-term debt of the Company or any of its Subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in the Pricing Disclosure Package, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package;

(h) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities, other than consistent with any such announcement made prior to the Applicable Time;

(i) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”); (ii) a suspension or material limitation in trading in the Company’s securities on the NYSE; (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities, or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package;

(j) The Company shall have complied with the provisions of Section 6(c) hereof with respect to the furnishing of Prospectuses;

(k) The Company shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of the Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (g) of this Section and as to such other matters as you may reasonably request;

(l) The Selling Noteholder shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Selling Noteholder satisfactory to you as to the accuracy of the representations and warranties of the Selling Noteholder herein at and as of the Time of Delivery, as to the performance by the Selling Noteholder of all of its obligations hereunder to be performed at or prior to such Time of Delivery;

(m) The Company shall have entered into the Credit Loan Agreement on the terms substantially similar in all material respects to those described in the Pricing Disclosure Package; and

(n) The Underwriters shall have received evidence reasonably satisfactory to them as to the prior consummation of the Spin-Off; and

(o) The Underwriters and Sprint Nextel shall have entered into the Transaction Letter Agreement, dated as of the date hereof, and shall have received such opinions and certificates, in form and substance satisfactory to them, as may be required by such agreement.

10. Indemnity and Contribution .

(a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus relating to the offering of the Securities by the Selling Noteholder (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided , however , that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein;

(b) The Selling Noteholder will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the

statements therein not misleading, or (ii) upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus relating to the offering of the Securities by the Selling Noteholder (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any preliminary prospectus (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Registration Statement, the Pricing Disclosure Package or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Selling Noteholder expressly for use therein (which the parties hereto agree consists of only the information under the caption “Selling Noteholder”); and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided , however , that the Selling Noteholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein; provided , further that the liability of the Selling Noteholder pursuant to this section shall not exceed the gross proceeds, as indicated on the cover page of the Prospectus, from the sale of the Securities sold by the Selling Noteholder pursuant to this Agreement.

(c) Each Underwriter will indemnify and hold harmless the Company and the Selling Noteholder against any losses, claims, damages or liabilities to which the Company or the Selling Noteholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus relating to the offering of the Securities by the Selling Noteholder (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or

any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company and the Selling Noteholder for any legal or other expenses reasonably incurred by the Company and the Selling Noteholder in connection with investigating or defending any such action or claim as such expenses are incurred.

(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action or the indemnifying party shall not have employed counsel to have charge of the defense of such action within a reasonable time after being given notice of commencement of the action or such indemnified party shall have reasonably concluded (based on the advice of counsel) that counsel selected by the indemnifying party has an actual conflict of interest or there may be defenses available to the indemnified party which are different from or additional to those available to the indemnifying party), in any of which events such fees and expenses shall be borne by the indemnifying party and paid as incurred. The indemnifying party shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e) If the indemnification provided for in this Section 10 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in

respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Noteholder on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Noteholder on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Noteholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Selling Noteholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Noteholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent provided in subsection (a), (b) or (c) above. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint. Notwithstanding anything to the contrary in this subsection (e), the Selling Noteholder shall only be required to contribute insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based (i) upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereto, or arise out of or are based upon the

omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus (including, but not limited to, in a Preliminary Prospectus and the Pricing Prospectus), the Pricing Prospectus, the Pricing Disclosure Package or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in reliance upon and in conformity with written information furnished to the Company by the Selling Noteholder expressly for use therein (which the parties hereto agree consists of only the information under the caption “Selling Noteholder”).

(f) The obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of the Underwriters under this Section 10 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and the Selling Noteholder (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company or the Selling Noteholder within the meaning of the Act.

11.

(a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company and the Selling Noteholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Noteholder that you have so arranged for the purchase of such Securities, or the Company and the Selling Noteholder notify you that they have so arranged for the purchase of such Securities, you or the Company and the Selling Noteholder shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you, the Company and the Selling Noteholder as provided in subsection (a) above, the aggregate principal amount of such Securities which

remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company or the Selling Noteholder shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you, the Company and the Selling Noteholder as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company or the Selling Noteholder shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Selling Noteholder, except for the expenses to be borne by the Company and the Underwriters as provided in Section 8 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

12. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Noteholder and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, the Selling Noteholder or the Company, or any officer or director or controlling person of the Company or the Selling Noteholder, and shall survive delivery of and payment for the Securities.

13. If this Agreement shall be terminated pursuant to Section 11 hereof, neither the Company nor the Selling Noteholder shall be under any liability to any Underwriter except as provided in Sections 8 and 10 hereof; and, if this Agreement is terminated by the Underwriters, or any one of them (i) because of any failure or refusal on the part of the Company or the Selling Noteholder to comply with the terms or to fulfill any of the conditions of this Agreement (other than the failure to satisfy the conditions to closing set forth in Section 9(i)(i), (iii), (iv) or (v)), or (ii) if, for any reason, the Company or the Selling Noteholder shall be unable to perform their respective obligations under this Agreement, the Selling Noteholder will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

14. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Lehman Brothers Inc. on behalf of you as the Representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives at (a) Bear, Stearns & Co. Inc., at 383 Madison Ave, NY NY 10179, Attention: Chris O’Connor, Debt Capital Markets, (b) Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Facsimile number: (212) 526-0943, Attention: High Grade Fixed Income Syndicate (with a copy to the General Counsel at the same address); and (c) Goldman, Sachs & Co., at One New York Plaza, 42nd Floor, New York, New York 10004, Attention: Registration Department. If to the Selling Noteholder at 2001 Edmund Halley Drive, Reston, VA 20191 Attention: General Counsel; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 10(d) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

15. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company, the Selling Noteholder and, to the extent provided in Sections 10 and 12 hereof, the officers and directors of the Company and each person who controls the Company, the Selling Noteholder, or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

16. Time shall be of the essence of this Agreement. As used herein, the term “ business day ” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

17. The Selling Noteholder and the Company acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and Selling Noteholder, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Selling Noteholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Selling Noteholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) it has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and the Selling Noteholder each agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Noteholder, respectively, in connection with such transaction or the process leading thereto.

18. This Agreement supersedes all prior agreements and understandings (whether written or oral) between and among the Company, the Selling Noteholder and the Underwriters, or any of them, with respect to the subject matter hereof.

19. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

20. The Company, the Selling Noteholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

22. Notwithstanding anything herein to the contrary, the Company and the Selling Noteholder are each authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company and the Selling Noteholder relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and the Selling Noteholder. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Noteholder for examination upon request, but without warranty on your part as to the authority of the signers thereof.


Very truly yours,

Embarq Corporation

By:		/s/ LESLIE H. MEREDITH
Name:		Leslie H. Meredith
Title:		Vice President and Treasurer

Sprint Capital Corporation

By:		/s/ RICHARD S. LINDAHL
Name:		Richard S. Lindahl
Title:		VP and Treasurer

Accepted as of the date hereof on behalf of each of the Underwriters:


Bear, Stearns & Co. Inc.,

By:		/s/ DAVID GRANVILLE-SMITH
		(Bear, Stearns & Co. Inc.)

Goldman, Sachs & Co.,

By:		/s/ GOLDMAN, SACHS & CO.
		(Goldman, Sachs & Co.)

Lehman Brothers Inc.

By:		/s/ MARTIN A. RAGDE
		(Lehman Brothers Inc.)

SCHEDULE I


	Principal Amount of Securities to be Purchased
Underwriters	2013 Notes		2016 Notes		2036 Notes
Bear, Stearns & Co. Inc.	$	200,000,000	$	400,000,000	$	297,000,000
Goldman, Sachs & Co.	$	200,000,000	$	400,000,000	$	297,000,000
Lehman Brothers Inc.	$	200,000,000	$	400,000,000	$	297,000,000
Citigroup Global Markets Inc	$	75,000,000	$	150,000,000	$	111,375,000
J.P. Morgan Securities Inc.	$	75,000,000	$	150,000,000	$	111,375,000
Banc of America Securities LLC	$	50,000,000	$	100,000,000	$	74,250,000
Mitsubishi UFJ Securities International plc	$	50,000,000	$	100,000,000	$	74,250,000
Barclays Capital Inc.	$	50,000,000	$	100,000,000	$	74,250,000
Greenwich Capital Markets, Inc.	$	50,000,000	$	100,000,000	$	74,250,000
Wachovia Capital Markets, LLC	$	50,000,000	$	100,000,000	$	74,250,000

Total	$	1,000,000,000	$	2,000,000,000	$	1,485,000,000

SCHEDULE II

(a)	Issuer Free Writing Prospectuses:

•

None.

(b)	Other Free Writing Prospectuses:

•

News release filed with the SEC on May 4, 2006.

Exhibit 2.1

TAX SHARING AGREEMENT dated as of May 17, 2006 (this “ Agreement ”) between Sprint Nextel Corporation, a Kansas corporation (“ Sprint Nextel ”) and Embarq Corporation, a Delaware corporation (“ Embarq ”, collectively, the “ Companies ”).

WHEREAS, as of the date of this Agreement, the Sprint Nextel affiliated group includes Embarq and certain of its future subsidiaries;

WHEREAS, the Companies have entered into the Separation and Distribution Agreement, pursuant to which Sprint Nextel has agreed to contribute to Embarq the stock and assets associated with its local exchange carrier business and certain other assets in exchange for shares of common stock of Embarq, cash, securities of Embarq and the assumption by Embarq of certain liabilities of Sprint Nextel (the “ Contribution ”);

WHEREAS, Sprint Nextel intends to distribute to its shareholders all the outstanding shares of stock of Embarq (the “ Distribution ”);

WHEREAS, the Companies believe the Distribution will (i) facilitate growth and efficiency of operations and, in turn, maximize the profitability of each of Sprint Nextel and Embarq, including by eliminating strategic conflicts, and (ii) create entities that have different financial characteristics that may appeal to different investor bases;

WHEREAS, the Companies intend that the Contribution and the Distribution qualify as a “reorganization” under Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), with respect to which no gain or loss is recognized under Code Sections 361 and 355;

WHEREAS, as a result of and upon the Distribution, Embarq and its subsidiaries will cease to be members of the Sprint Nextel affiliated group; and

WHEREAS, the Companies desire to allocate the Tax responsibilities, liabilities and benefits of transactions that occur on or prior to, and that may occur after, the date on which the Distribution occurs (the “ Distribution Date ”) and to provide for and address certain other Tax matters;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Companies (each on behalf of itself, each of its Affiliates, and its future Affiliates) hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01 Definition of Terms . The following terms shall have the following meanings (such meanings to apply equally to both the singular and the plural forms of the terms defined). All section and Exhibit references are to this Agreement unless otherwise stated.

“ Active Trade or Business ” means the active conduct by Embarq of the businesses conducted by the members of the Embarq Group as of the Distribution (determined in accordance with Code Section 355(b)).

“ Adjustment Request ” means any formal or informal claim or request filed with any governmental authority for any Refund, underpayment or overpayment of Tax or any change in available Tax Attributes.

“ Affiliate ” of any person means any entity that, after the Distribution, is directly or indirectly “controlled” by any of (i) the person in question, (ii) any person of which the person in question is an Affiliate under clause (i), or (iii) any Affiliate under clause (i) of a person described in clause (ii). For purposes of this definition, “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the recitals.

“ Ancillary Agreement ” has the meaning set forth in the Separation and Distribution Agreement.

“ Code ” has the meaning set forth in the recitals.

“ Companies ” has the meaning set forth in the recitals.

“ Contribution ” has the meaning set forth in the recitals.

“ Distribution ” has the meaning set forth in the recitals.

“ Distribution Date ” has the meaning set forth in the recitals.

“ Embarq ” has the meaning set forth in the recitals.

“ Embarq Capital Stock ” means (i) all classes or series of capital stock of Embarq, including common stock and all other instruments treated as equity in Embarq for U.S. federal income tax purposes and (ii) all options, warrants and other rights to acquire such capital stock.

“ Embarq Carryback ” means any net operating loss, net capital loss, excess tax credit or other similar Tax item of any member of the Embarq Group that may or must be carried from one taxable period to a prior taxable period under applicable Tax law.

“ Embarq Group ” means Embarq and its Affiliates.

“ Final Determination ” means the final resolution of liability for any Tax for any taxable period by or as a result of (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Code Sections 7121 or 7122, or a comparable arrangement under the laws of another jurisdiction; (iii) any allowance of a Refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such amount may be recovered by the Taxing Authority imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

“ Group ” means the Sprint Nextel Group or the Embarq Group, or both, as the context requires.

“ High-Level Dispute ” means any dispute arising in connection with this Agreement and (i) relating to liability under Section 2.02 or (ii) in which the amount of liability in dispute exceeds $20 million.

“ Indemnitee ” has the meaning set forth in Section 5.01.

“ Indemnifying Party ” has the meaning set forth in Section 5.01.

“ IRS ” means the U.S. Internal Revenue Service.

“ Joint Return ” means any Return that includes both a member of the Sprint Nextel Group and a member of the Embarq Group.

“ Past Practices ” has the meaning set forth in Section 3.03(a).

“ Pre-Distribution Period ” means any taxable period (or portion thereof) ending on or before the close of the Distribution Date.

“ Proposed Acquisition Transaction ” has the meaning set forth in Section 4.02(b)(i).

“ Refund ” means any cash refund of Taxes or reduction of Taxes by means of credit, offset or otherwise.

“ Restricted Period ” means the period beginning on the date of this Agreement and ending on, and including, the last day of the eighteen month period following the Distribution Date.

“ Ruling ” means all private letter rulings granted by the IRS relating to the Transactions (whether granted prior to, on or after the date hereof), requests for such rulings, including all supplemental ruling requests and information submissions, and any exhibit to any of the foregoing.

“ Satisfactory Guidance ” means either a ruling from the IRS or an Unqualified Tax Opinion, at the election of Embarq, in either case reasonably satisfactory

to Sprint Nextel in both form and substance, including with respect to any underlying assumptions or representations. Satisfactory Guidance shall not include an Unqualified Tax Opinion with respect to which Sprint Nextel’s counsel, of recognized national standing, provides an opinion to Sprint Nextel that the conclusions in such Unqualified Tax Opinion are not free from doubt. For the avoidance of doubt, this definition is intended to allow Sprint Nextel to prevent Embarq from taking the action that is the subject of a ruling from the IRS or an Unqualified Tax Opinion, if Sprint Nextel determines in good faith that there is any tax risk to it from such action based upon either (1) any uncertainty concerning any underlying assumptions or representations in such ruling or opinion or (2) any legal uncertainty referred to in advice it receives from its counsel.

“ Separate Return ” means (i) in the case of the Embarq Group, a Tax Return of any member of that Group (including any consolidated, combined, affiliated or unitary Return) that does not include, for all or any portion of the relevant taxable period, any member of the Sprint Nextel Group and (ii) in the case of the Sprint Nextel Group, a Tax Return of any member of that Group (including any consolidated, combined, affiliated or unitary Return) that does not include, for all or any portion of the relevant taxable period, any member of the Embarq Group.

“ Separation and Distribution Agreement ” means the Separation and Distribution Agreement, as amended from time to time, by and between Sprint Nextel and Embarq dated as of May 1, 2006.

“ Sprint Nextel ” has the meaning set forth in the recitals.

“ Sprint Nextel Group ” means Sprint Nextel and its Affiliates. For the avoidance of doubt, the Sprint Nextel Group excludes any entity that is a member of the Embarq Group.

“ Taxes ” means all forms of taxation or duties imposed, or required to be collected or withheld, including charges, together with any related interest, penalties or other additional amounts. For the avoidance of doubt, the term “Taxes” does not include amounts to be paid to any governmental authority pursuant to escheat law.

“ Tax Advisor ” means a U.S. tax counsel or other tax advisor of recognized national standing reasonably acceptable to both parties.

“ Tax Attribute ” means a net operating loss, net capital loss, investment credit, foreign tax credit, excess charitable contribution, general business credit or any other item of loss, deduction or credit that could reduce a Tax liability.

“ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of determining or redetermining Taxes (including any administrative or judicial review of any Adjustment Request).

“ Tax Dispute ” means any dispute arising in connection with this Agreement other than a High-Level Dispute.

“ Tax-Free Status ” means the qualification of the Contribution and Distribution, taken together, as a transaction (i) that is a “reorganization” described in Code Sections 355(a) and 368(a)(1)(D), (ii) in which the Embarq stock and securities distributed are “qualified property” for purposes of Code Sections 355(c) and 361(c), (iii) in which Sprint Nextel, Embarq and the shareholders of Sprint Nextel recognize no income or gain for U.S. federal income tax purposes pursuant to Code Sections 355, 361 and 1032 and (iv) that qualifies for tax-free treatment under comparable provisions of state, local and foreign law. For the avoidance of doubt, recognition of income or gain that relates to items discussed in Sections 2.03 or 2.04 or to intercompany items shall not cause the Contribution and the Distribution to fail to achieve Tax-Free Status.

“ Tax Opinions/Rulings ” means (i) any Ruling and (ii) the opinions of Tax Advisors relating to the Transactions including, without limitation, those issued either at the time of the Distribution or to allow a party to take actions otherwise prohibited under this Agreement.

“ Tax Return ” or “ Return ” means any return, filing, report, questionnaire, information statement, claim for refund, or other document required or permitted to be filed, including any amendments that may be filed, for any taxable period with any Taxing Authority.

“ Taxing Authority ” means any governmental authority imposing Taxes.

“ Transactions ” means the Contribution, the Distribution, the transactions contemplated by the Separation and Distribution Agreement and any other transfer of assets (whether by contribution, sale or otherwise) between any member of the Sprint Nextel Group and any member of the Embarq Group in connection with the Contribution or Distribution.

“ Transaction Taxes ” means all (i) Taxes of any member of the Sprint Nextel Group or the Embarq Group resulting from, or arising in connection with, the failure of the Contribution and Distribution to have Tax-Free Status, (ii) Taxes of the type described in clause (i) of any third party for which any member of the Sprint Nextel Group or the Embarq Group is or becomes liable, and (iii) reasonable out of pocket legal, accounting and other advisory and court fees in connection with liability for Taxes described in clauses (i) or (ii).

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor that permits reliance by Sprint Nextel. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinions/Rulings, unless such reliance would be unreasonable under the circumstances.

ARTICLE II

Payment of Taxes

SECTION 2.01 Ordinary Course Taxes . (a) Except as provided in Sections 2.02, 2.03 and 2.04, Embarq shall be liable, and shall indemnify the Sprint Nextel Group, pursuant to the principles set forth in Exhibit A.

(b) Except as provided in Sections 2.02, 2.03 and 2.04, Sprint Nextel shall be liable, and shall indemnify the Embarq Group, pursuant to the principles set forth in Exhibit A.

(c) Sprint Nextel and Embarq shall agree on a reasonable apportionment between the Sprint Nextel Group and the Embarq Group of the existing limitation under Code Section 382 that applies to net operating loss carryforwards in the existing Sprint Nextel consolidated group, and any comparable limitations under state or local law.

SECTION 2.02 Transaction Taxes . (a) Embarq shall be liable, and shall indemnify the Sprint Nextel Group, for any Transaction Taxes that are attributable to:

(i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) (x) in Section 4.01 that relates to the Embarq Group (and the representations in Section 4.01 shall be deemed, solely for purposes of this Section 2.02(a)(i), to be made both as of the date of this Agreement and as of the Distribution Date) or (y) identified in Exhibit B1 or B2;

(ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in a letter or certificate that is provided by any member of the Embarq Group after March 1, 2006, and that forms the basis for the Tax Opinions/Rulings;

(iii) any action or omission by the Embarq Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or

(iv) any other action or omission by the Embarq Group after the date of this Agreement (except for actions disclosed in any ruling request submitted to the IRS prior to the date hereof), including any action or omission that would have resulted in Embarq being in breach of Section 4.02(b) but for the receipt by Embarq of a ruling from the IRS, an Unqualified Tax Opinion or a waiver.

(b) Sprint Nextel shall be liable, and shall indemnify the Embarq Group, for any Transaction Taxes attributable to:

(i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) made (x) in Section 4.01 that relates to the Sprint Nextel Group (and the representations in Section 4.01 shall be deemed, solely for purposes of this Section 2.02(b)(i), to be made both as of the date of this Agreement and as of the Distribution Date) or (y) before March 1, 2006 and that formed the basis for any Tax Opinions/Rulings, excluding the representations identified on Exhibit B1;

(ii) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in a letter or certificate that is provided by any member of the Sprint Nextel Group after March 1, 2006 and that forms the basis for the Tax Opinions/Rulings;

(iii) any action or omission by the Sprint Nextel Group after the date of this Agreement inconsistent with the covenants set forth in this Agreement; or

(iv) any other action or omission (except for actions disclosed in any ruling request submitted to the IRS prior to the date hereof) by the Sprint Nextel Group.

(c) Liability for any Transaction Taxes described in both paragraphs (a) and (b) shall be shared by Sprint Nextel and Embarq according to relative fault.

SECTION 2.03 Transfer Taxes . The Sprint Nextel Group shall be liable, and shall indemnify the Embarq Group, for any stamp, sales, use, gross receipts, value-added, real estate transfer or other transfer Taxes imposed in connection with the Transactions.

SECTION 2.04 Other Income Taxes . Without regard to anything to the contrary in Exhibit A, Sprint Nextel shall be liable, and shall indemnify the Embarq Group, for all Taxes arising as a result of the Transactions from (i) excess loss accounts taken into account under Code Section 1502, (ii) Code Section 357(c) or (iii) Code Section 361(b), in each case, including under similar state law provisions. Deferred intercompany gains will be governed solely by Exhibit A. Notwithstanding the foregoing, Embarq shall be liable, and shall indemnify Sprint Nextel, for Transaction Taxes arising on the issuance of Embarq securities to Sprint Nextel as a result of Embarq’s actions or failure to take actions following the Distribution with respect to such securities.

ARTICLE III

Preparation and Filing of Tax Returns

SECTION 3.01 Sprint Nextel Responsibility . (a) Subject to paragraph (b) below, Sprint Nextel shall make all determinations with respect to, have ultimate control over the preparation of and file all (i) Joint Returns and (ii) Sprint Nextel Separate Returns, in each case as it determines to be mandatory or advisable and for all taxable periods.

(b) If, in connection with the preparation of any Joint Return, Sprint Nextel materially modifies any information relating to, or provided in, the pro forma federal and state income Tax Returns or other information related to members of the Embarq Group prepared by Embarq and provided to Sprint Nextel pursuant to Section 3.02 below, the portions of the Joint Returns that include such information shall be

submitted to Embarq no later than 100 days prior to the due date (including extensions) for filing of such federal Joint Returns and 20 days prior to the due date (including extensions) for filing of such state Joint Returns (or if such due date is within 100 days following the Distribution Date, as promptly as practicable following the Distribution Date). Within 10 days after delivery of any such revised portions of any Joint Return, Embarq shall provide comments to Sprint Nextel in writing to the extent Embarq objects to any revisions that could reasonably be expected to adversely impact any member of the Embarq Group. Such Embarq comments shall be incorporated into the Joint Return upon the consent of Sprint Nextel, not to be unreasonably withheld. If Embarq does not so notify Sprint Nextel of any objection, Embarq shall be considered to have consented to the filing of such Joint Return. The dates for submissions to Embarq required in this section may be modified by mutual agreement of Sprint Nextel and Embarq.

SECTION 3.02 Embarq Responsibility . Embarq shall make all determinations with respect to, have ultimate control over the preparation of and file all Tax Returns (other than those described in Section 3.01) for the Embarq Group as it determines to be mandatory or advisable and for all taxable periods. Embarq shall prepare and provide to Sprint Nextel all pro forma federal and state income Tax Returns and other information related to members of the Embarq Group required to complete any Joint Return, in the format reasonably requested by Sprint Nextel, and at least 110 days prior to the due date (including extensions) of the relevant federal Joint Return and at least 100 days prior to the due date (including extensions) of the relevant state Joint Return. The dates for submissions to Sprint Nextel required in this section may be modified by mutual agreement of Sprint Nextel and Embarq.

SECTION 3.03 Tax Accounting Practices . (a) Except as provided in Section 3.03(b), any Tax Return for any Pre-Distribution Period, to the extent it relates to members of the Embarq Group, shall be prepared in accordance with practices, accounting methods, elections, conventions and Tax positions used with respect to the Tax Return in question for periods prior to the Distribution (“Past Practices”), and, in the case of any item the treatment of which is not addressed by Past Practices, in accordance with generally acceptable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, (i) a party will not be required to follow Past Practices with either the written consent of the other party (not to be unreasonably withheld) or a “should” level opinion from a Tax Advisor that the proposed method of reporting is correct and (ii) Sprint Nextel shall have the right to determine which entities will be included in any consolidated, combined, affiliated or unitary Return that it is responsible for filing.

(b) The parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinions/Rulings, unless, and only to the extent, an alternative position is required pursuant to a Final Determination. Sprint Nextel shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Transactions that is not covered by the Tax Opinions/Rulings.

SECTION 3.04 Right to Review Tax Returns . Upon request, each party shall make available to the other party the portion of Pre-Distribution Period Tax Returns that relates to the Embarq Group that the first party is responsible for preparing under this Article III.

SECTION 3.05 Embarq Adjustment Requests . (a) Except with the written consent of Sprint Nextel (not to be unreasonably withheld) and subject to paragraph (b), Embarq will not file any Adjustment Request with respect to any Joint Return or any Embarq Separate Return for income Taxes for any Pre-Distribution Period unless required by law. For the avoidance of doubt, Embarq shall be permitted to file any Adjustment Request with respect to any Embarq Separate Return for Taxes other than income Taxes. To the extent legally permitted, Embarq will waive the right to claim any Embarq Carryback to any Pre-Distribution Period with respect to any Joint Return. Subject to paragraph (b), any Adjustment Request made under this Section 3.05 shall be prepared by the party that filed the Tax Return to be adjusted and the cost shall be borne by the parties in proportion to the benefit that each would receive from such adjustment.

(b) Embarq may prepare and file any Adjustment Request with respect to the matters described on Exhibit C at the times provided on Exhibit C.

ARTICLE IV

Tax-Free Status of Distribution

SECTION 4.01 Representations . Each of Embarq and Sprint Nextel represents that (i) it knows of no fact (other than the facts disclosed in any ruling request submitted prior to the date hereof) that may cause the Contribution and the Distribution to fail to have Tax-Free Status and (ii) it has no plan or intention to take any action inconsistent with the Tax Opinions/Rulings or the covenants set forth in this Agreement.

SECTION 4.02 Covenants . (a) Each of Embarq and Sprint Nextel will not take or fail to take, or permit its Affiliates to take or fail to take, any action where that action or omission would (i) violate, be inconsistent with or cause to be untrue any covenant, representation or statement in any Tax Opinions/Rulings or a letter or certificate that forms the basis therefor, or (ii) prevent, or be reasonably likely to prevent, the Tax-Free Status.

(b) During the Restricted Period, except as provided in paragraph (c), Embarq shall not, and shall not permit its Affiliates to, in a single transaction or in a series of transactions:

(i) permit any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Code Section 355(e), in connection with which (A) any member of the Embarq Group would merge or consolidate with any person other than any other member of the Embarq Group, (B) any member of the Embarq Group would form one or more joint ventures with any person other than any other member of the Embarq Group in which, in the aggregate, more than 10% of the gross assets of the Embarq Group are transferred to such joint ventures

or (C) any person would (directly or indirectly) acquire, or have the right to acquire, from any other person, any interest in Embarq Capital Stock (a “ Proposed Acquisition Transaction ”). For these purposes, any recapitalization, repurchase or redemption of Embarq Capital Stock shall be treated as an indirect acquisition of such stock by any non-exchanging shareholder to the extent such shareholder’s percentage interest in the issuer increases by vote or value. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (w) the adoption by Embarq of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11, (x) issuances of Embarq Capital Stock pursuant to an employee stock purchase agreement or equity compensation plan that Sprint Nextel has notified Embarq in writing is acceptable to Sprint Nextel in its sole discretion (for the avoidance of doubt, (i) any modification or amendment to such agreement or plan is also subject to the prior written consent of Sprint Nextel and (ii) Sprint Nextel’s approval is required for the underlying purchase agreement or plan but not for each issuance of stock pursuant thereto), (y) transfers on an established market of Embarq Capital Stock described in Safe Harbor VII of Treasury Regulation Section 1.355-7(d) or (z) issuances of Embarq Capital Stock described in Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d).

(ii) liquidate or partially liquidate, including by way of merger or consolidation, any member of the Embarq Group other than Embarq;

(iii) liquidate or partially liquidate Embarq;

(iv) cause or permit Embarq to cease to engage in the Active Trade or Business;

(v) sell or transfer assets, other than inventory sold or transferred in the ordinary course of business, constituting (A) 50% or more of the gross assets that are held by any member of the Embarq Group and are used in the Active Trade or Business and are relied upon to satisfy the requirements of 355(b), (B) 50% or more of the consolidated gross assets of the Embarq Group that are used in an Active Trade or Business (such percentages to be measured based on fair market value as of the Distribution Date) or (C) any lesser amount if that sale or transfer could reasonably be expected to result in a significant and material change to, or termination of, the Active Trade or Business immediately after the Distribution Date; provided , however , that clauses (A) and (B) of this clause (iv) shall not be deemed violated if both (x) they would be violated solely because of tax-free exchanges of like kind assets under Code Section 1031, and (y) they would not be violated if 50% in such clauses were replaced with 66 2/3%; or

(vi) amend its certificate of incorporation (or other organizational documents), or take any other action, affecting the relative voting rights of the separate classes of Embarq Capital Stock; provided , however , that this clause (vi) shall not be deemed to be violated upon Embarq’s adoption of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11.

(i) clauses (i) through (vi) of paragraph (b) shall not apply upon the prior written consent of Sprint Nextel, which consent may not be withheld if Sprint Nextel determines in good faith that Embarq has provided it with Satisfactory Guidance concluding that the proposed actions will not result in Transaction Taxes;

(ii) clauses (ii) and (v) of paragraph (b) shall not apply after the six month anniversary of the Distribution Date;

(iii) for purposes of clause (i), if Embarq provides Sprint Nextel an Unqualified Tax Opinion that is intended to be Satisfactory Guidance concerning a Proposed Acquisition Transaction, then such Opinion may be based on the assumption that Sprint Nextel did not have any agreement, understanding, arrangement or substantial negotiations, within the meaning of Treasury Regulations Section 1.355-7(h), with the counterparty to the Proposed Acquisition Transaction within the two year period preceding the Distribution Date and such assumption shall not prevent such Unqualified Tax Opinion from being considered Satisfactory Guidance by the parties, provided that (x) such assumption must be based on a certificate of such counterparty that such assumption is true to the best of its knowledge and belief, and (y) Sprint Nextel may deem such Opinion not to be Satisfactory Guidance if, in its reasonable judgment, there is a risk that such assumption is not correct.

(iv) In the event that Embarq intends to consummate any Proposed Acquisition Transaction after the end of the Restricted Period but before the end of 30 months after the Distribution Date, then either (x) Embarq shall be permitted to consummate such proposed Acquisition Transaction, provided that Embarq shall provide Sprint Nextel with an unconditional certification that it did not have any agreement, understanding, arrangement or substantial negotiations, within the meaning of Treasury Regulations Section 1.355-7(h), with the counterparty to such transaction within 12 months after the Distribution Date, and Sprint Nextel after reasonable due investigation is satisfied with the correctness of such certification, or (y) such Proposed Acquisition Transaction shall be subject to the provisions under Sections 4.02(b) and (c).

(d) Notwithstanding anything herein to the contrary, for purposes of paragraph (c), no Ruling shall be obtained from the IRS if Sprint Nextel determines that there is a reasonable possibility that such an action could have a significant adverse impact on any member of the Sprint Nextel Group. Notwithstanding the foregoing, the parties agree to use reasonable efforts to seek a Ruling no later than 90 days after the Distribution substantially to the effect that open-market repurchases by either Sprint Nextel or Embarq of its own stock shall not affect the Tax-Free Status.

SECTION 4.03 Procedures Regarding Opinions and Rulings . (a) Subject to Section 4.02(d), if Embarq may take certain actions conditioned upon the receipt of

Satisfactory Guidance, Sprint Nextel, at the request of Embarq, shall use commercially reasonable efforts to expeditiously obtain, or assist Embarq in obtaining, such Satisfactory Guidance. Sprint Nextel shall not be required to take any action pursuant to this Section 4.03(a) if Embarq fails to certify, upon request, that all information and representations relating to any member of the Embarq Group in the relevant documents are true, correct and complete. Embarq shall reimburse Sprint Nextel for all reasonable out-of-pocket costs and expenses incurred by the Sprint Nextel Group in obtaining Satisfactory Guidance.

(b) Sprint Nextel shall have the right to obtain a ruling from the IRS (or any other Taxing Authority) or an Unqualified Tax Opinion at any time in its sole discretion. Sprint Nextel shall reimburse Embarq for all reasonable out-of-pocket costs and expenses incurred by the Embarq Group in obtaining such a ruling or Unqualified Tax Opinion.

(c) Sprint Nextel shall have exclusive control over the process of obtaining any ruling relating to the Transactions and neither Embarq nor any of its Affiliates shall independently seek any guidance concerning the Transactions from any Taxing Authority at any time. In connection with any ruling relating to the Transactions that can reasonably be expected to affect Embarq liabilities under this Agreement, Sprint Nextel shall (i) keep Embarq informed of all material actions taken or proposed to be taken by Sprint Nextel, (ii) reasonably in advance of the submission of any ruling request provide Embarq with a draft thereof, consider Embarq’s comments on such draft, and provide Embarq with a final copy, and (iii) provide Embarq with notice reasonably in advance of, and permit Embarq to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such ruling.

ARTICLE V

Tax Contests; Indemnification; Cooperation

SECTION 5.01 Notice . (a) Within 15 days after a party (the “ Indemnitee ”) becomes aware of the existence of a Tax Contest that may give rise to an indemnification claim under this Agreement by it against the other party (the “ Indemnifying Party ”), the Indemnitee shall promptly notify the Indemnifying Party of the Tax Contest, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications with a Taxing Authority relating to such Tax Contest.

(b) The Indemnifying Party shall not be responsible for any increase in amounts to which the Indemnitee is otherwise entitled to the extent that such increase results solely from the failure of the Indemnitee to provide timely notice as required pursuant to Section 5.01(a).

SECTION 5.02 Control of Tax Contests . (a) Except as otherwise provided in paragraphs (b) and (d):

(i) Sprint Nextel may elect to control, and to have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, any Sprint Nextel Separate Returns or the Tax treatment of the Transactions, provided that (x) Sprint Nextel shall act in good faith in connection with its control of any such Tax Contests and (y) Embarq shall have the right to participate in and advise on (including, without limitation, the opportunity to review and comment upon Sprint Nextel’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of Sprint Nextel, not to be unreasonably withheld) such items for which Embarq could be liable under Article II as a result of such Tax Contest; and

(ii) If Embarq disagrees with Sprint Nextel’s decision to settle a Tax Contest that may reasonably be expected to affect amounts for which it is liable under Article II, it shall have the right to contest its liability to Sprint Nextel under Article II notwithstanding the settlement. Embarq shall provide written notice to Sprint Nextel of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by Embarq shall be made under the procedures set forth in Article VI. Under those procedures, Embarq may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (x) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (y) the most likely outcome of the issue if it were litigated without a settlement. In either such case, Embarq shall be liable to Sprint Nextel, or Sprint Nextel shall be liable to Embarq, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (ii) shall not limit Sprint Nextel’s ability to settle a Tax Contest.

(b) Sprint Nextel and Embarq shall jointly control Tax Contests relating to tax liability arising from the failure of the Transactions to qualify for tax-free treatment under Code Sections 355 or 361, if Embarq potentially would be liable to Sprint Nextel under Article II as a result of such Tax Contest. Neither party shall have the right to settle any such Tax Contest without the consent of the other party.

(c) Except as provided in clauses (i)-(iii) below, Embarq shall have sole control over any Tax Contest relating to the Embarq Separate Returns.

(i) Sprint Nextel shall have sole control over any Tax Contest relating to the Centel Directory Company or any subsidiary thereof.

(ii) Sprint Nextel shall have sole control over any Tax Contests relating to a Return of a partnership in which an Embarq Group member was a partner and the interests in which were included in the assets distributed by Sprint in the 1996 distribution of certain wireless operations.

(iii) To the extent that a Tax Contest relates to an Embarq Separate Return with respect to which, pursuant to this Agreement, Sprint Nextel is responsible for any Taxes, clauses (x) and (y) below shall govern:

(x) Embarq may elect to control, and to have sole discretion in handling, settling or contesting, such Tax Contest, provided that (I) Embarq shall act in good faith in connection with its control of any such Tax Contests and (II) Sprint Nextel shall have the right to participate in and advise on (including, without limitation, the opportunity to review and comment upon Embarq’s communications with the Taxing Authority, which comments shall be incorporated upon the consent of Embarq, not to be unreasonably withheld); and

(y) If Sprint Nextel disagrees with Embarq’s decision to settle such Tax Contest, it shall have the right to contest its liability to Embarq under Article II notwithstanding the settlement. Sprint Nextel shall provide written notice to Embarq of its intention to contest its liability as a result of any settlement (and its irrevocable election described below) prior to the time such settlement is entered into. Any such contest by Sprint Nextel shall be made under the procedures set forth in Article VI. Under those procedures, Sprint Nextel may irrevocably elect, in its sole discretion, to require the Tax Advisor or the arbitrator to determine either (I) the amount of a settlement with the relevant Taxing Authority that would most accurately reflect the litigation risk of the relevant issue, or (II) the most likely outcome of the issue if it were litigated without a settlement. In either such case, Sprint Nextel shall be liable to Embarq, or Embarq shall be liable to Sprint Nextel, based solely on the determination of the Tax Advisor or the arbitrator as if a settlement or litigation implementing such determination had actually occurred, without regard to the actual settlement. For the avoidance of doubt, this clause (y) shall not limit Embarq’s ability to settle a Tax Contest.

(d) Embarq may elect to control, and to have sole discretion in handling, settling or contesting, any Tax Contest for a Pre-Distribution Period to the extent such Tax Contest relates to the matters described on Exhibit C; provided that Sprint Nextel shall have the right to participate in and advise on all aspects of such Tax Contests and may coordinate discussions with the relevant Taxing Authority with respect thereto.

(e) Any out-of-pocket costs incurred in handling, settling or contesting a Tax Contest shall be borne ratably by the parties based on their ultimate liability under this Agreement for the Taxes to which the Tax Contest relates; provided , however , that (I) if Embarq contests a settlement made by Sprint Nextel as provided in clause (ii) of paragraph (a), Sprint Nextel shall bear the costs relating to Embarq’s contest of such settlement unless Sprint Nextel substantially prevails in such contest and (II) if Sprint Nextel contests a settlement made by Embarq as provided in clause (iii)(y) of paragraph (c), Embarq shall bear the costs related to Sprint Nextel’s contest of such settlement unless Embarq substantially prevails in such contest.

SECTION 5.03 Indemnification Payments . (a) An Indemnitee shall be entitled to make a claim for payment pursuant to this Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, for the avoidance of doubt, the finalization of a Return before filing). The Indemnitee shall provide to the Indemnifying Party notice of such claim within 10 days of the date on which it first so becomes entitled to claim such payment, including a description of such claim and a detailed calculation of the amount of the indemnification payment that is claimed, provided , however , that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually and materially prejudiced thereby. Except as provided in paragraph (b), the Indemnifying Party shall make the claimed payment to the Indemnitee within 10 days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

(b) If the Indemnitee will be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than 5 days before the Indemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third party, such as a Refund, the Indemnifying Party shall not be obligated to pay the Indemnitee until 5 days after the Indemnifying Party receives such payment.

(c) In the case of a claim under Article II where no payment will be made to or received from a Taxing Authority, paragraph (b) shall be applied to the payments that would be made to or from a Taxing Authority if the Embarq Group was treated, pursuant to the principles set forth on Exhibit A, as a standalone group for all taxable periods.

SECTION 5.04 Interest on Late Payments . Interest shall accrue with respect to any indemnification payment (including any disputed payment that is ultimately required to be made), not made within the period for payment, at seven percent per annum compounded quarterly.

SECTION 5.05 Treatment of Payments . (a) The amount of all indemnification obligations under this Agreement shall be decreased to take into account the Tax benefits to the Indemnitee of the deductibility of any indemnified item (whether or not any tax benefit is actually received for a deductible item and assuming the highest applicable taxable rate) and shall be increased where necessary so that, after all the required deductions (whether or not any tax benefit is actually received for a deductible item and assuming the highest applicable taxable rate) have been made and Taxes imposed, the Indemnitee receives the amount it would have been entitled to receive under this Agreement in the absence of such deductions and Taxes.

(b) Any payments made to one party by another party pursuant to (i) this Agreement or (ii) Sections 2.02(c), 2.02(d), 6.02, 6.03 or Section (F) of Schedule 2.08 of the Separation and Distribution Agreement (or any other payment made pursuant to

the Separation and Distribution Agreement that relates to taxable periods (or portions thereof) ending on or before the Distribution) shall be treated by the parties for all Tax purposes as a distribution by, or capital contribution to, Embarq, as the case may be, made immediately prior to the Distribution, except to the extent otherwise required by a Final Determination.

SECTION 5.06 Expenses . Except as otherwise provided herein, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters under this Agreement.

SECTION 5.07 Cooperation . Each member of the Sprint Nextel Group and the Embarq Group shall cooperate fully with all reasonable requests from the other party in connection with the preparation and filing of Tax Returns and Adjustment Requests, Tax Contests and other matters covered by this Agreement.

(a) Such cooperation shall include:

(i) the retention until the expiration of the applicable statute of limitations, and the provision upon request, of Tax Returns, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to the Tax Returns, including accompanying schedules, related workpapers, and documents relating to rulings or other determinations by Taxing Authorities;

(ii) the execution of any document that may be necessary or reasonably helpful in connection with any Tax Contest, the filing of a Tax Return or Adjustment Request by a member of the Sprint Nextel Group or the Embarq Group, obtaining a tax opinion or private letter ruling (except as otherwise provided in Section 4.02(d)), or other matters covered by this Agreement, including certification (provided in such form as may be required by applicable law or reasonably requested and made to the best of a party’s knowledge) of the accuracy and completeness of the information it has supplied;

(iii) the use of the parties’ reasonable best efforts to obtain any documentation that may be necessary or reasonably helpful in connection with any of the foregoing;

(iv) the use of the parties’ reasonable best efforts to make the applicable party’s current or former directors, officers, employees, agents and facilities available on a reasonable and mutually convenient basis in connection with the foregoing matters; and

(v) making determinations with respect to actions described in Section 4.02(c) as promptly as practicable including, without limitation, making determinations within 10 days with respect to modifications and amendments of employee stock purchase agreements or equity compensation plans under Section 4.02 (b)(i)(x).

(b) If a party fails to comply with any of its obligations set forth in this Section 5.07 upon reasonable request and notice by the other party, and such failure results in the imposition of additional Taxes, the nonperforming party shall be liable in full for such additional Taxes.

SECTION 5.08 Confidentiality . Any information or documents provided under this Agreement shall be kept confidential by the recipient-party, except as may otherwise be necessary in connection with the filing of Tax Returns or with any Tax Contest. In addition, if Sprint Nextel or Embarq determines that providing such information could be commercially detrimental, violate any law or agreement or waive any privilege, the parties shall use reasonable best efforts to permit compliance with the obligations under this Agreement in a manner that avoids any such harm or consequence.

SECTION 5.09 Retention of Tax Records . Embarq may request from Sprint Nextel and retain copies of (i) with respect to any Joint Return, all pro forma federal and state Tax Returns, supporting schedules and workpapers related to members of the Embarq Group, and (ii) any Separate Returns for any Embarq Group members, including supporting schedules and workpapers. If either Sprint Nextel or Embarq intends to dispose of documentation with respect to any Pre-Distribution Period, including books, records, Tax Returns and all supporting schedules and information relating thereto (after the expiration of the applicable statute of limitations), of any member of the other Group, or in the case of the Embarq Group any member included in a Joint Return, they shall provide written notice to the other party describing the documentation to be disposed of 30 days prior to taking such action. The other party may arrange to take delivery of the documentation described in the notice at its own expense during the succeeding 30 day period.

ARTICLE VI

Resolution of Disputes

SECTION 6.01 Tax Disputes . The parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either party after 45 days, the matter will be referred to a Tax Advisor acceptable to both parties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Companies of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the parties and the parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by Sprint Nextel, on the one hand, and Embarq, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the parties in good faith find acceptable, then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

SECTION 6.02 High-Level Disputes . Any High-Level Dispute shall be resolved pursuant to the arbitration procedures set forth in Article VII of the Separation and Distribution Agreement, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected to resolve a High-Level Dispute.

ARTICLE VII

Miscellaneous Provisions

SECTION 7.01 Disposition of Embarq Subsidiaries . In the event that Embarq disposes of the stock of a subsidiary that is not a party to this Agreement (i) without receiving compensation equal to the fair market value of such subsidiary, prior to the disposition, such subsidiary shall deliver to Sprint Nextel an executed agreement, in a form reasonably acceptable to Sprint Nextel, agreeing to be bound by this Agreement as if it had been an original party hereto or (ii) in an exchange intended to result in the receipt of compensation equal to the fair market value of such subsidiary, prior to the disposition, such subsidiary shall deliver to Sprint Nextel an executed agreement, in a form reasonably acceptable to Sprint Nextel, agreeing to be bound by Sections 5.07, 5.08, 5.09 and Article VII of this Agreement as if it had been an original party hereto.

SECTION 7.02 Notice . Any payments, notices, requests, claims, demands and other communications under this Agreement shall be provided in accordance with the Notice provision of the Separation and Distribution Agreement. In addition, copies of all documents mentioned in the preceding sentence shall also be sent to the address and party set forth below (or at such other address as one party may specify by notice to the other party):

If to Sprint Nextel :

Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, KS 66251

Attention: Vice President, Tax

Facsimile: (913) 794-0153

If to Embarq :

Embarq Corporation

5454 W. 110 ^th Street

Mail Stop KSOPKJ 1001

Overland Park, KS 66211-1204

Attention: Treasurer

Facsimile: (913) 523-2786

Notification of a change of address shall be given by either party to the other as provided in this Section 7.02. All such notices and communications shall be effective (i) when received, if mailed or delivered, or (ii) when confirmed by fax answerback, if faxed.

SECTION 7.03 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain in full force, as long as the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

SECTION 7.04 Integration; Amendments . Except as explicitly stated herein, this Agreement embodies the entire understanding between the parties relating to its subject matter and supersedes and terminates all prior agreements and understandings among the parties with respect to such matters. No promises, covenants or representations of any kind, other than those expressly stated herein, have been made to induce any party to enter into this Agreement. This Agreement shall not be modified or terminated except by a writing duly signed by each of the parties hereto, and no waiver of any provisions of this Agreement shall be effective unless in a writing duly signed by the party sought to be bound. If, and to the extent, the provisions of this Agreement conflict with the Separation and Distribution Agreement, or any Ancillary Agreement, the provisions of this Agreement shall control.

SECTION 7.05 Construction . The language of this Agreement shall be construed according to its fair meaning and shall not be strictly construed for or against any party. Notwithstanding the foregoing, the purposes of Article IV are to ensure the Tax-Free Status and, accordingly, the parties agree that the language thereof shall be interpreted in a manner that serves this purpose to the greatest extent possible. Headings of sections in this Agreement are inserted for convenience only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

SECTION 7.06 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same.

SECTION 7.07 Governing Law . This Agreement shall be governed by the laws applicable to contracts entered into and to be performed within the State of Delaware by residents thereof.

SECTION 7.08 Jurisdiction . Each party agrees to submit exclusively to the personal jurisdiction of any Delaware court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement and agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such Delaware court. Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 7.08.

SECTION 7.09 Waiver of Jury Trial . Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any dispute arising out of this Agreement.

SECTION 7.10 Successors and Assigns . Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other party; provided, however, that no such consent shall be required in the event of a merger, consolidation or sale of either Sprint Nextel or Embarq. Subject to the preceding sentence, this Agreement shall be binding on, and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

SECTION 7.11 Injunctions . The parties acknowledge that irreparable damage would occur to Sprint Nextel in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties agree that Sprint Nextel shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which it may be entitled at law or in equity. Nothing in this Agreement (including Article VI) will prevent any party from seeking injunctive relief as it deems necessary or appropriate.

SECTION 7.12 Survival . Except with respect to Sections 5.07, 5.08 and 5.09 which shall remain in effect without limitation as to time, the provisions in this Agreement shall be unconditional and absolute and shall remain in effect until the expiration of the statute of limitations for all taxable periods that end before or include December 31 of the calendar year in which the Distribution occurs and the resolution of all disputes under this Agreement that arose during such periods.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by the respective officers as of the date set forth above.


SPRINT NEXTEL CORPORATION,

By:		/s/ GARY E. CHARDE
Name:		Gary E. Charde
Title:		Vice President - Tax

EMBARQ CORPORATION,

By:		/s/ GENE M. BETTS
Name:		Gene M. Betts
Title:		CFO

Exhibit A

Key Principles of Tax Sharing/Billing Arrangements For Entities Now Comprising the Embarq Group

Federal Income Taxes:

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The amount of tax on income or loss will be computed at the highest statutory federal income tax rate in effect during the period to which the tax relates. For purposes of the calculations described below, loss entities will be treated as producing negative taxable income and the calculations will be done by aggregating all of the entities comprising the Embarq Group. References in this Exhibit A to the Embarq Group’s “income tax liability” or “taxable income” shall refer to a positive number or a negative number and shall be computed in order to determine whether either (x) Embarq shall be liable for and shall indemnify the Sprint Nextel Group pursuant to Section 2.01(a), or (y) Sprint Nextel shall be liable for and shall indemnify the Embarq Group pursuant to Section 2.01(b).

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With respect to tax years ending on or before December 31, 2004, any adjustments to the Embarq Group’s income tax liability will be calculated as if the Embarq Group filed a standalone federal income tax return (without regard to loss or credit carryovers or carrybacks to the year in question). Embarq will pay Sprint Nextel the amount of tax attributable to adjustments that increase the taxable income of the Embarq Group. Sprint Nextel will pay Embarq the reduction in tax attributable to adjustments that decrease the taxable income of the Embarq Group.

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With respect to tax years beginning on or after January 1, 2005 and ending on or before December 31, 2005:

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The Embarq Group’s income tax liability will be calculated as of the tax return filing date as if the Embarq Group filed a standalone federal income tax return (without regard to loss or credit carryovers or carrybacks to the year in question). Sprint Nextel and Embarq will cooperate and work together to estimate the income tax liability of the Embarq Group and such liability, as so estimated, will be reflected on Schedule 2 no later than 60 days after the Distribution Date. To the extent there is a difference between the amount of tax for the Embarq Group calculated as of the tax return filing date and the amount of tax for the Embarq Group depicted on Schedule 2, Embarq will pay Sprint Nextel the amount of any increased tax liability and Sprint Nextel will pay Embarq the amount of any reduced tax liability.

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Any other adjustments to the Embarq Group’s income tax liability will be calculated as if the Embarq Group filed a standalone federal income tax return (without regard to loss or credit carryovers or carrybacks to the year in question). Embarq will pay Sprint Nextel the amount of tax attributable to adjustments that increase the taxable income of the Embarq Group. Sprint Nextel will pay Embarq the reduction in tax attributable to adjustments that decrease the taxable income of the Embarq Group.

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With respect to tax years beginning on or after January 1, 2006:

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The Embarq Group’s income tax liability for the period through the Distribution Date will be calculated as of the Distribution Date as if the Embarq Group filed a standalone federal income tax return (without regard to loss or credit carryovers or carrybacks to the year in question). Sprint Nextel and Embarq will cooperate and work together to determine the income tax liability of the Embarq Group as of the Distribution Date and such liability, as so determined, will be reflected on Schedule 3 no later than 60 days after the Distribution Date. All federal income tax liabilities will be eliminated as of the Distribution Date and the amounts depicted on Schedule 3 will be treated as paid for purposes of future adjustments.

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The Embarq Group’s income tax liability for the period prior to the Distribution Date will be calculated as of the tax return filing date as if the Embarq Group filed a standalone federal income tax return (without regard to loss or credit carryovers or carrybacks to the year in question). To the extent there is a difference between the amount of tax for the Embarq Group so calculated and the amount of tax for the Embarq Group calculated as of the Distribution Date as depicted on Schedule 3, Embarq will pay Sprint Nextel the amount of any increased tax liability and Sprint Nextel will pay Embarq the amount of any reduced tax liability.

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Any taxes attributable to deferred intercompany gains that are triggered as a result of the Transactions shall be the responsibility of Sprint Nextel and shall not be included in Schedule 3 or in determining the Embarq Group’s income tax liability. To the extent there are adjustments to the amount of any deferred intercompany gain triggered as a result of the Distribution, Sprint Nextel shall be responsible for paying the additional tax associated with any increase in the amount of gain and shall also be entitled to a refund of tax attributable to any reduction of gain.

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Notwithstanding anything herein to the contrary, this paragraph shall control with respect to the treatment of the LEC Notes. “LEC Notes” means notes owed by members of the Embarq Group to members of the Sprint Nextel Group on April 3, 2006. The preceding bullet points of this section shall not apply to the LEC Notes, and Schedule 3 shall not take into account any tax liability or benefit attributable to the actual or deemed payment of the LEC Notes. If the LEC Notes are eliminated prior to the Distribution, any tax items attributable to the elimination of the LEC Notes shall be treated as tax items of the Sprint Nextel Group and not the Embarq Group for all purposes of this Agreement. To the extent the LEC Notes remain outstanding as of the Distribution, Embarq will indemnify

Sprint Nextel for the tax attributable to any increase in the consolidated taxable income of the Sprint Nextel consolidated group in the Pre-Distribution Period attributable to the LEC Notes and arising from the transactions related to the Distribution.

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To the extent the Embarq Group is allocated any Tax Attributes from Pre-Distribution Periods that carry over to tax periods after the Distribution Date, Embarq will pay Sprint Nextel for such Tax Attributes when the Tax Attributes are used by the Embarq Group to reduce its tax liability. With respect to Tax Attributes that reduce the taxable income of the Embarq Group, Embarq will pay Sprint Nextel the amount of the Tax Attribute used by the Embarq Group multiplied by the highest statutory federal income tax rate in effect at the time of such use. With respect to Tax Attributes that are directly credited against the amount of tax owed by the Embarq Group to a Taxing Authority, Embarq will pay Sprint Nextel the amount of the credit so used. To the extent the Tax Attributes that carry over to Embarq Group tax periods after the Distribution Date are subsequently increased for any reason, Embarq will pay Sprint Nextel for the benefit of any such increase in a manner consistent with this provision. To the extent the Tax Attributes that carry over to Embarq Group tax periods after the Distribution Date are subsequently decreased for any reason, and Embarq has previously paid Sprint Nextel for the use of such Tax Attributes, Sprint Nextel shall refund to Embarq the excess of the amounts previously received by Sprint Nextel for such Tax Attributes over the amount Sprint Nextel should have received based on the amount of the reduced Tax Attributes.

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With respect to any increase to tax liabilities of the Embarq Group, Embarq will pay Sprint Nextel interest on such additional tax liabilities to the extent the additional Embarq Group tax liabilities increase the amount of interest owed by Sprint Nextel to the Taxing Authority or reduce the amount of interest that Sprint Nextel is entitled to receive from the Taxing Authority when compared to the amount of interest that would have been owed to or received from the Taxing Authority in the absence of such additional Embarq Group tax liabilities. With respect to any decrease to tax liabilities of the Embarq Group, Sprint Nextel will pay Embarq interest on such reduction to the extent the reduction increases the amount of interest received from the Taxing Authority or reduces the amount of interest that Sprint Nextel owes the Taxing Authority when compared to the amount of interest that would have been received from or owed to the Taxing Authority in the absence of such reduction to the Embarq Group tax liabilities.

State and Local Taxes Based on Income:

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Each legal entity is responsible for payment of its own tax liabilities, and receives all tax refunds, for taxes based on income, for a state or political subdivision in which it files a return on a separate company basis. Any such tax liabilities existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities.

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With respect to tax years ending on or before December 31, 2004, any adjustments to the Embarq Group’s income tax liability for a state in which it is part of a consolidated, combined or unitary return will be calculated as follows:

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Embarq will pay Sprint Nextel the amount of tax attributable to adjustments in taxable income or apportionment that increase the income tax liability of the Embarq Group. Sprint Nextel will pay Embarq the amount of tax attributable to adjustments in taxable income or apportionment that decrease the income tax liability of the Embarq Group.

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The amount of tax payable by Embarq to Sprint Nextel, or by Sprint Nextel to Embarq, will be calculated as follows: (A) the product of (i) the adjusted taxable income attributable to the Embarq Group, (ii) the last determined combined or consolidated apportionment factor for the relevant jurisdiction subject to the COP Adjustment described below, and (iii) the highest applicable state statutory rate in effect during the tax period to which the adjustment relates, MINUS (B) the product of (i) the originally determined taxable income of the Embarq Group as reported on the originally filed tax return, or, if different, as last determined prior to the Distribution Date, (ii) the apportionment factor for the relevant jurisdiction as reported on the originally filed tax return, or, if different, as last determined prior to the Distribution Date, subject to the COP Adjustment described below, and (iii) the highest applicable state statutory rate in effect during the tax period to which the adjustment relates.

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To the extent the result of the foregoing calculation is a positive number, Embarq will owe Sprint Nextel such amount. To the extent the result of the foregoing calculation is a negative number, Sprint Nextel will owe Embarq such amount.

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To the extent adjustments are made to a tax return on more than one occasion, the calculations described above will take into account the prior adjustments to the extent the parties have previously paid the taxes attributable to such adjustments in accordance with this Exhibit A.

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With respect to tax years beginning on or after January 1, 2005 and ending on or before December 31, 2005:

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As of the tax return filing date, the Embarq Group’s income tax liability for a state in which it is part of a consolidated, combined or unitary return will be calculated as follows:

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The taxable income of the Embarq Group that is included in such return shall be multiplied by (i) the combined or consolidated apportionment factor for the relevant jurisdiction as reported on such return subject to the COP Adjustment described below, and (ii) the highest applicable state statutory tax rate in effect for the tax period.

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The result of the preceding calculation applied to the Embarq Group will be compared to the estimated 2005 tax liability calculated for the Embarq Group in such jurisdiction as depicted on Schedule 4. Sprint Nextel and Embarq will cooperate and work together to estimate the 2005 income tax liability of the Embarq Group and such liability, as so estimated, will be reflected on Schedule 4 no later than 60 days after the Distribution Date.

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To the extent the amount of tax calculated as of the tax return filing date exceeds the amount of tax depicted on Schedule 4, Embarq will pay Sprint Nextel the difference. To the extent the amount of tax calculated as of the tax return filing date is less than the amount of tax depicted on Schedule 4, Sprint Nextel will pay Embarq the difference.

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Any other adjustments to the Embarq Group’s income tax liability for a state in which it is part of a consolidated, combined or unitary return will be calculated as follows:

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The amount of tax payable by Embarq to Sprint Nextel, or by Sprint Nextel to Embarq, will be calculated as follows: (A) the product of (i) the adjusted taxable income attributable to the Embarq Group, (ii) the last determined combined or consolidated apportionment factor for the relevant jurisdiction subject to the COP Adjustment described below, and (iii) the highest applicable state statutory rate in effect during the tax period to which the adjustment relates, MINUS (B) the product of (i) the originally determined taxable income of the Embarq Group as reported on the originally filed tax return, (ii) the combined or consolidated apportionment factor for the relevant jurisdiction as reported on the originally filed tax return subject to the COP Adjustment described below, and (iii) the highest applicable state statutory rate in effect during the tax period to which the adjustment relates.

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With respect to tax years beginning on or after January 1, 2006:

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The Embarq Group’s income tax liability for a state in which it is part of a consolidated, combined or unitary return for the period through the Distribution Date will be calculated as of the Distribution Date based on the product of (i) the estimated taxable income for the Embarq Group through the Distribution Date, (ii) the estimated 2005 apportionment factor

for the applicable jurisdiction on the Distribution Date subject to the COP Adjustment described below, and (iii) the highest applicable state statutory rate for such jurisdiction in effect on the Distribution Date. Sprint Nextel and Embarq will cooperate and work together to determine these income tax liabilities as of the Distribution Date for the Embarq Group, and such liabilities, as so determined, will be reflected on Schedule 5 no later than 60 days after the Distribution Date. All such consolidated, combined or unitary state tax liabilities will be eliminated as of the Distribution Date and the amounts depicted on Schedule 5 will be treated as paid for purposes of future adjustments.

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As of the tax return filing date, the Embarq Group’s income tax liability for a state in which it is part of a consolidated, combined or unitary return will be calculated as follows:

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The taxable income of the Embarq Group that is included in such return shall be multiplied by (i) the last determined combined or consolidated apportionment factor for the relevant jurisdiction for the 2005 tax year subject to the COP Adjustment described below, and (ii) the highest applicable state statutory tax rate in effect for the tax period.

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The result of the preceding calculation applied to the Embarq Group will be compared to the estimated tax liability calculated for the Embarq Group in such jurisdiction as of the Distribution Date as depicted on Schedule 5.

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To the extent the amount of tax calculated as of the tax return filing date exceeds the amount of tax depicted on Schedule 5, Embarq will pay Sprint Nextel the difference. To the extent the amount of tax calculated as of the tax return filing date is less than the amount of tax depicted on Schedule 5, Sprint Nextel will pay Embarq the difference.

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Any other adjustments to the Embarq Group’s income tax liability for a state in which it is part of a consolidated, combined or unitary return will be calculated as follows:

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originally determined taxable income of the Embarq Group as reported on the originally filed tax return, (ii) the combined or consolidated apportionment factor for the relevant jurisdiction for the 2005 tax year as used at the time of the 2006 tax return filing date subject to the COP Adjustment described below, and (iii) the highest applicable state statutory rate in effect during the tax period to which the adjustment relates.

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When determining the appropriate apportionment factor to utilize in all of the above calculations, the apportionment factors shall be adjusted to remove the impact of the utilization of the cost of performance method to source the receipts of Sprint Communications Company L.P. in the applicable consolidated, combined or unitary returns (the “COP Adjustment”).

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Any taxes attributable to deferred intercompany gains that are triggered as a result of the Transactions shall be the responsibility of Sprint Nextel and shall not be included in Schedule 5 or in determining the Embarq Group’s income tax liability. To the extent there are adjustments to the amount of any deferred intercompany gain triggered as a result of the Distribution, Sprint Nextel shall be responsible for paying the additional tax associated with any increase in the amount of gain and shall also be entitled to a refund of tax attributable to any reduction of gain.

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Notwithstanding anything herein to the contrary, this paragraph shall control with respect to the treatment of the LEC Notes. “LEC Notes” means notes owed by members of the Embarq Group to members of the Sprint Nextel Group on April 3, 2006. The preceding bullet points of this section shall not apply to the LEC Notes, and Schedule 5 shall not take into account any tax liability or benefit attributable to the actual or deemed payment of the LEC Notes. If the LEC Notes are eliminated prior to the Distribution, any tax items attributable to the elimination of the LEC Notes on any consolidated, combined or unitary tax return shall be treated as tax items of the Sprint Nextel Group and not the Embarq Group for all purposes of this Agreement. To the extent the LEC Notes remain outstanding as of the Distribution, Embarq will indemnify Sprint Nextel for the tax attributable to any increase in the aggregate taxable income in the Pre-Distribution Period attributable to the LEC Notes and arising from the transactions related to the Distribution in any state consolidated, combined or unitary tax return.

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To the extent the Embarq Group is allocated any state Tax Attributes from Pre-Distribution Periods that carry over to tax periods after the Distribution Date, Embarq will be entitled to use such state Tax Attributes and will not be required to pay Sprint Nextel for such use. These attributes will be determined by Sprint Nextel using the

applicable state statutes and regulations as guidelines to calculate the amount of state Tax Attributes to be allocated to the Embarq Group. Notwithstanding the foregoing, to the extent the amount of Tax Attributes allocated to the Embarq Group is increased as a result of reductions to the taxable income of the Embarq Group, Sprint Nextel shall not be required to pay Embarq for such reductions to taxable income under the paragraphs above to the extent of the value of such increased Tax Attributes.

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Franchise Taxes :

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Each legal entity is responsible for any franchise, capital stock or other similar capital or net worth based taxes attributable to its business. Any such tax liabilities attributable to the Embarq Group that are existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities.

Transfer Taxes:

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Except as provided in Section 2.03 of the Agreement, each legal entity is responsible for any transfer taxes attributable to its business operations, including, but not limited to, any stamp, sales, use, gross receipts, value-added or other transfer taxes or tax-like fees. Any unpaid transfer tax liabilities attributable to the business operations of a Sprint Nextel entity that have been transferred to an Embarq entity as part of the Transactions (e.g., the long distance customers transferred to Embarq entities), and which relate to periods prior to the transfer of such operations, shall remain the liability of Sprint Nextel. Any tax liabilities attributable to the historical business operations of Embarq existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities.

•

With respect to Refund claims pending on the Distribution Date involving any sales, use, gross receipts or other similar taxes, (x) in the case of a Refund received by Sprint Nextel and payable to Embarq pursuant to the terms hereof, the amount of such payment shall be net of all contingent fee expenses paid by Sprint Nextel and related to such Refund, or (y) in the event that Embarq receives a Refund directly from the

relevant Taxing Authority, it shall reimburse Sprint Nextel for all contingent fee expenses paid by Sprint Nextel with respect to such Refund. For the avoidance of doubt, Embarq shall not be liable for any contingent fee expenses related to Refunds received prior to the Distribution Date.

Property Taxes:

•

Each legal entity is responsible for all real and personal property taxes relating to the property that it owns for the periods in which it owns the property (e.g., if property is transferred between legal entities, the transferor is responsible for the pro-rata portion of the total property tax calculated from January 1 through the transfer date; the transferee is responsible for the pro rata portion of the property taxes after the transfer date). Any such tax liabilities attributable to the Embarq Group that are existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities.

Payroll Taxes:

•

Each legal entity is responsible for all withholding and other employment related taxes with respect to the people it employs. To the extent an employee moves from one employer to another, the “old” employer is liable for all employment related taxes attributable to pre-transfer periods and the “new” employer is liable for all employment related taxes attributable to post-transfer periods. Any such tax liabilities attributable to the Embarq Group that are existing or accrued as of the Distribution Date will not be settled, paid or contributed by Sprint Nextel prior to the Distribution Date, and Embarq will have sole responsibility for satisfying such liabilities.

All Taxes

•

Any item not dealt with in this Exhibit A will be dealt with in a manner consistent with the past practice of the parties, or in the absence of such practice, as the parties may agree. Any disagreements by the parties shall be subject to the normal dispute resolution provisions of the Agreement.

Other

•

Notwithstanding the rules above, Sprint Nextel shall be responsible for all tax deficiencies, and entitled to receive all tax refunds, attributable to any adjustment made with respect to tax items of a member of the Embarq Group attributable to (x) adjustments made to the taxable income of a partnership in which an Embarq Group member was a partner and that was included in the assets distributed by Sprint in the 1996 distribution of certain wireless operations, or (y) Centel Directory Company or any subsidiary thereof.

•

To the extent the aggregate adjusted tax basis (“Tax Basis”) as of the Distribution Date of the Embarq Group assets identified on Schedule 6 (“Transferred Assets”) as determined based on the originally filed 2006 Sprint Nextel consolidated federal income tax return is less than $316,000,000, Sprint Nextel will upon the filing of such return pay to Embarq an amount equal to one half of the product of (a) 39% and (b) the difference of such Tax Basis and $316,000,000. To the extent such Tax Basis is greater than $316,000,000, Embarq will pay to Sprint Nextel at such time an amount equal to one half the product of (a) 39% and (b) the difference of such Tax Basis and $316,000,000. If there is any subsequent redetermination of the Tax Basis, then (in the case of a decrease) Sprint Nextel will pay to Embarq or (in the case of a increase) Embarq will pay to Sprint Nextel an amount equal to one half of the product of (a) 39% and (b) the amount of such adjustment to Tax Basis.

•

Unless otherwise indicated, all defined terms shall have the meaning as defined in the Agreement.

Exhibit 2.2

EXECUTION VERSION

EMPLOYEE MATTERS AGREEMENT

TABLE OF CONTENTS


		Page
SECTION 1 DEFINITIONS		1

1.1	DEFINITIONS	1
1.2	GENERAL INTERPRETIVE PRINCIPLES	9

SECTION 2 GENERAL PRINCIPLES		9

2.1	ASSUMPTION AND RETENTION OF LIABILITIES; RELATED ASSETS	9
	(a) Sprint	9
	(b) Embarq	10
	(c) Reimbursements	10
2.2	EMBARQ PARTICIPATION IN SPRINT BENEFIT PLANS	10
2.3	COMPARABLE COMPENSATION AND BENEFITS	10
2.4	SERVICE RECOGNITION	11
	(a) Pre-Distribution Service Credit	11
	(b) Post-Distribution Reciprocal Service Crediting	11
2.5	APPROVAL BY SPRINT AS SOLE STOCKHOLDER; APPROVAL BY EMBARQ	12

SECTION 3 SPRINT RETIREMENT PENSION PLAN		13

3.1	ESTABLISHMENT OF EMBARQ RETIREMENT PENSION PLAN.	13
3.2	EMBARQ PLAN PARTICIPANTS	13
	(a) Assumption of Sprint Retirement Pension Plan Liabilities	13
	(b) Transfer of Sprint Retirement Pension Plan Assets	13
	(c) Continuation of Elections	16
3.3	DELAYED TRANSFER EMPLOYEES	16
	(a) Assumption of Sprint Retirement Pension Plan Liabilities	16
	(b) Transfer of Sprint Retirement Pension Plan Assets	16
	(c) Continuation of Elections	17
3.4	ALTERNATIVE PROCEDURES	17

SECTION 4 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN		18

4.1	ADOPTION OF EMBARQ SERP	18
4.2	CONTINUATION OF ELECTIONS	18

SECTION 5 KEY MANAGEMENT BENEFIT PLAN		18

5.1	SPRINT KEY MANAGEMENT BENEFIT PLAN	18
5.2	ASSUMPTION OF SPRINT KMBP LIABILITIES	18
5.3	TRANSFER OF SPRINT KMBP ASSETS	19
5.4	CONTINUATION OF ELECTIONS	19

SECTION 6 401(K) PLANS		19

6.1	EMBARQ 401(k) PLAN	19
	(a) Establishment of the Embarq 401(k) Plan	19
	(b) Transfer of Sprint 401(k) Plan Assets	20
	(c) Continuation of Elections	20
6.2	BARGAINING UNIT 401(K) PLANS.	20
	(a) Sprint Retirement Savings Plan for Bargaining Unit Employees	20


	(b) Transfer of Bargaining Unit 401(k) Plan Assets	21
	(c) Continuation of Elections	21

SECTION 7 SPRINT RETAINED LIABILITIES AND EMPLOYMENT AGREEMENTS		21

7.1	SPRINT EDCP.	21
7.2	OTHER SPRINT LIABILITIES.	21
7.3	EMPLOYMENT AGREEMENTS.	21

SECTION 8 RETIREE MEDICAL COVERAGE		22

SECTION 9 HEALTH AND WELFARE PLANS		22

9.1	ADOPTION OF HEALTH AND WELFARE PLANS.	22
	(a) Adoption of the Embarq Welfare Plans	22
	(b) Terms of Participation in Embarq Welfare Plans	22
	(c) Continuation of Elections	23
9.2	LIABILITIES FOR CLAIMS	23
	(a) Embarq Employees and Former Embarq Employees.	23
	(b) Delayed Transfer Employees.	23
	(c) Sprint Liabilities.	24
	(d) Cooperation.	24

SECTION 10 REIMBURSEMENT ACCOUNT PLANS		24

10.1	PLANS	24
10.2	CASH TRANSFERS.	24

SECTION 11 COBRA		25

11.1	EMBARQ PARTICIPANTS	25
11.2	DELAYED TRANSFER EMPLOYEES	25

SECTION 12 SHORT TERM AND LONG TERM DISABILITY		25

SECTION 13 WORKERS’ COMPENSATION		26

13.1	TREATMENT OF WORKERS’ COMPENSATION CLAIMS	26
	(a) Sprint WC Claims	26
	(b) Embarq WC Claims	26
	(c) When WC Claims Made	26
13.2	COLLATERAL	26
13.3	RETRO POLICY TRUE-UPS	26
13.4	NOTIFICATION OF GOVERNMENTAL AUTHORITIES	26
13.5	ASSIGNMENT OF CONTRIBUTION RIGHTS	27
13.6	RESOLUTION OF DISPUTES	27

SECTION 14 SEPARATION PLAN AND VOLUNTARY SEPARATION PLAN		27

14.1	ESTABLISHMENT OF EMBARQ SEPARATION PLANS	27
14.2	ASSUMPTION OF SEVERANCE LIABILITIES	27
14.3	SEVERANCE BENEFITS	27
14.4	EFFECT OF THE SEPARATION ON SEVERANCE	27

SECTION 15 CASH RETENTION PLAN		28


SECTION 16 ANNUAL INCENTIVE PLANS		28

SECTION 17 EQUITY INCENTIVE PLANS		29

17.1	EQUITY INCENTIVE AWARDS	29
17.2	TREATMENT OF OUTSTANDING SPRINT OPTIONS	29
	(a) Sprint Employees	29
	(b) Embarq Employees	29
	(c) Delayed Transfer Employees	30
	(d) 409A	30
	(e) Restriction on Exercisability of Options	30
17.3	TREATMENT OF OUTSTANDING SPRINT RESTRICTED STOCK	31
17.4	TREATMENT OF OUTSTANDING RESTRICTED STOCK UNITS	31
	(a) General Rule	31
	(b) Legacy Nextel Employee	31
	(c) Specified Embarq Executive	31
17.5	LIABILITIES FOR SETTLEMENT OF AWARDS.	32
	(a) Settlement of Outstanding Sprint Restricted Stock	32
	(b) Settlement of Outstanding Embarq Restricted Stock	32
	(c) Settlement of Outstanding Sprint RSUs	32
	(d) Settlement of Outstanding Embarq RSUs	32
	(e) Settlement of Sprint Options	32
	(f) Settlement of Embarq Options	32
	(g) Tax Responsibilities	32
17.6	DETRIMENTAL CONDUCT PROVISIONS	32
17.7	SEC REGISTRATION	33
17.8	EMBARQ EMPLOYEES	33

SECTION 18 OUTSTANDING FOUNDERS’ GRANTS		33

SECTION 19 CAROLINA VEBA AND TEXAS TRUST		34

19.1	CAROLINA VEBA.	34
19.2	TEXAS TRUST.	34

SECTION 20 PAID TIME OFF AND PAYROLL		34

20.1	PAID TIME OFF	34
20.2	PAYROLL	34

SECTION 21 TAX AND ADMINISTRATIVE MATTERS		35

SECTION 22 INDEMNIFICATION		35

SECTION 23 GENERAL AND ADMINISTRATIVE		35

23.1	SHARING OF INFORMATION	35
23.2	TRANSFER OF PERSONNEL RECORDS AND AUTHORIZATIONS	35
23.3	REASONABLE EFFORTS/COOPERATION	36
23.4	EMPLOYER RIGHTS	36
23.5	NO THIRD-PARTY BENEFICIARIES	36
23.6	CONSENT OF THIRD PARTIES	36
23.7	BENEFICIARY DESIGNATION/RELEASE OF INFORMATION/RIGHT TO REIMBURSEMENT	36
23.8	NOT A CHANGE IN CONTROL	37
23.9	NO NOVATION	37

iii


SECTION 24 MISCELLANEOUS		37

24.1	EFFECT IF DISTRIBUTION DOES NOT OCCUR	37
24.2	RELATIONSHIP OF PARTIES	37
24.3	INDIRECT ACTION	37
24.4	NOTICES	37
24.5	ENTIRE AGREEMENT	38
24.6	AMENDMENTS AND WAIVERS	38
24.7	GOVERNING LAW	38
24.8	HEADINGS	38
24.9	COUNTERPARTS	38
24.10	ASSIGNMENT	38
24.11	SEVERABILITY	38


SCHEDULES		SECTION
Schedule A		Delayed Transfer Employee
Schedule B		Former Embarq Employee
Schedule C		Section 3.2(b)(i)
Schedule D		Section 5
Schedule E		Section 7.3
Schedule F		Section 9.1(a)
Schedule G		Section 13.1(b)
Schedule H		Section 15.1
Schedule I		Section 21

May 17, 2006

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (the “ Agreement ”), dated as of May 17, 2006 is by and between Sprint Nextel Corporation, a Kansas corporation (“ Sprint ”), and Embarq Corporation, a Delaware corporation (“ Embarq ”).

WHEREAS, the Board of Directors of Sprint has determined that it is in the best interests of Sprint to separate the Embarq Business and the Sprint Business into two independent public companies on the terms and subject to the conditions set forth in the Separation and Distribution Agreement;

WHEREAS, in furtherance of the foregoing, Sprint has announced its intention to distribute all of the shares of Embarq Common Stock owned by Sprint to the holders of Sprint Common Stock by means of the Distribution;

WHEREAS, in furtherance of the foregoing, Sprint and Embarq have entered into a Separation and Distribution Agreement, dated as of May 1, 2006, (the “ Separation and Distribution Agreement ”), and other Ancillary Agreements that will govern certain matters relating to the Separation and the relationship among the Sprint Group and the Embarq Group prior to and following the Distribution; and

WHEREAS, pursuant to the Separation and Distribution Agreement, Sprint and Embarq have agreed to enter into this Agreement for the purpose of allocating Assets, Liabilities and responsibilities with respect to certain employee compensation and benefit plans and programs between and among them.

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

SECTION 1

DEFINITIONS

1.1 DEFINITIONS. Capitalized terms used, but not defined in this Agreement, shall have the meanings assigned to such terms in the Separation and Distribution Agreement. The following terms shall have the following meanings:

“Actuary” means Watson Wyatt & Company or any other actuarial firm mutually agreed upon by Sprint and Embarq who will perform the calculations required by Section 3 of this Agreement.

“Agreement” shall have the meaning set forth in the preamble to this Agreement.

“Bargaining Unit 401(k) Plans” means the Embarq Bargaining Unit 401(k) Plan and the Centel Retirement Savings Plan for Bargaining Unit Employees.

“Bargaining Unit 401(k) Assets” shall have the meaning set forth in Section 6.2(b) of this Agreement.

“Benefit Plan” means, with respect to an entity, each plan, program, arrangement, agreement or commitment (whether written or unwritten, formal or informal) that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, disability or accident insurance plan, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, (1) including any “employee benefit plan” (as defined in Section 3(3) of ERISA), sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or has any liabilities, directly or indirectly, contingent or fixed) and (2) excluding any Indemnification Obligations.

“Centel Compensation Programs” means (i) the Centel Directors Retirement Plan, (ii) the Centel Augmented Pension Plan, (iii) the Centel Defined Benefit Restoration Plan, (iv) the Centel Matched Deferred Salary Plan, (v) the Centel Directors Deferred Compensation Plan, (vi) the John P. Frazee Trust, (vii) the Wilson B. Garnet Trust, (viii) the Robert C. Reuss Trust, and (ix) those certain contracts to provide retirement benefits to Walt Zurawski and Lincoln Perley.

“COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar purpose state group health plan continuation Law.

“Deferred Share” means an award granted pursuant to Section 7 of the Nextel Equity Plan.

“Delayed 401(k) Assets” shall have the meaning set forth in Section 6.1(b)(ii) of this Agreement.

“Delayed Price Ratio” means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the official NYSE only closing price for Embarq Common Stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date by (ii) the official NYSE only closing price for Sprint Common Stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date.

“Delayed Share Ratio” means, with respect to a Delayed Transfer Employee, the quotient obtained by dividing (i) the official NYSE only closing price for Sprint Common Stock on the last trading day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date by (ii) the official NYSE only closing price for Embarq Common Stock on the last Trading Day on the NYSE immediately before such Delayed Transfer Employee’s Transfer Date.

“Delayed Transfer Calculation Date” shall have the meaning set forth in Section 3.3(b)(i) of this Agreement.

“Delayed Transfer Employees” means those Sprint Employees named in Schedule A (which Schedule A may be amended in writing by mutual agreement of the Parties at any time prior to the first anniversary of the Distribution Date), who are considered by the Parties to be important to the Embarq Business and whose transfer from the Sprint Group to the Embarq Group in connection with the Separation will be delayed, due to certain business constraints, until after the Distribution Date but prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to by the Parties).

“Delayed Transfer Embarq Option” shall have the meaning set forth in Section 17.2(c)(ii) of this Agreement.

“Detrimental Conduct Provisions” means the provisions set forth in Section 14(f) of the Sprint 1997 Long-Term Incentive Program and any similar provision in any other Sprint Stock Plan or in the Embarq Equity Incentive Plan and any other provision incorporated in any award under the Sprint Stock Plans or the Embarq Equity Incentive Plan (or in any agreement between any individual and Sprint or any member of the Sprint Group or Embarq or any member of the Embarq Group) which entitles Sprint or Embarq, as applicable, to terminate any award thereunder.

“Embarq” shall have the meaning set forth in the Preamble to this Agreement.

“Embarq Bargaining Unit 401(k) Plan” shall have the meaning set forth in Section 6.2(a) of this Agreement.

“Embarq Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by any member of the Embarq Group including, without limitation, the Embarq Retirement Pension Plan, the Embarq 401(k) Plan, the Bargaining Unit 401(k) Plans, the Embarq Reimbursement Account Plan, the Embarq SERP, the Embarq Separation Plans, the Embarq Retiree Medical Plan and the Embarq Welfare Plans, and any Benefit Plan assumed or adopted by any member of the Embarq Group.

“Embarq Committee” means the compensation committee of the Board of Directors of Embarq.

“Embarq Employee” means any individual who immediately before and immediately after the Distribution Date is employed by Embarq or any member of the Embarq Group as a common law employee, including active employees and employees on vacation, approved leave of absence or serial severance.

“Embarq Employee Stock Purchase Plan” means the Embarq Corporation Employee Stock Purchase Plan.

“Embarq Equity Incentive Plan” means the Embarq Corporation 2006 Equity Incentive Plan.

“Embarq Fidelity Trust” means the trust which is part of the Embarq 401(k) Plan and the Bargaining Unit 401(k) Plans as effective as of the Distribution Date.

“Embarq 401(k) Plan” shall have the meaning set forth in Section 6.1(a) of this Agreement.

“Embarq 401(k) Assets” shall have the meaning set forth in Section 6.1(b)(i) of this Agreement.

“Embarq 401(k) Participants” shall have the meaning set forth in Section 6.1(a) of this Agreement.

“Embarq KMBP” shall have the meaning set forth in Section 5.1 of this Agreement.

“Embarq Master Trust” means the trust which is part of the Embarq Retirement Pension Plan.

“Embarq Option” shall have the meaning set forth in Section 17.2(b) of this Agreement.

“Embarq Participant” means any individual who, immediately following the Distribution Date, is an Embarq Employee, a Former Embarq Employee, or a beneficiary, dependent or alternate payee of an Embarq Employee or Former Embarq Employee.

“Embarq Plan Participants” shall have the meaning set forth in Section 3.1 of this Agreement.

“Embarq Price Ratio” means the quotient obtained by dividing the Embarq Stock Value by the Sprint Pre-Distribution Stock Value.

“Embarq Reimbursement Account Plans” shall have the meaning set forth in Section 10.1 of this Agreement.

“Embarq Retiree Medical Plan” shall have the meaning set forth in Section 8 of this Agreement.

“Embarq Retiree Medical Plan Participants” shall have the meaning set forth in Section 8 of this Agreement.

“Embarq Retirement Pension Plan” shall have the meaning set forth in Section 3.1 of this Agreement.

“Embarq Restricted Stock” means a grant of restricted stock made under the Embarq Equity Incentive Stock Plan pursuant to Section 17.3 of this Agreement.

“Embarq RSU” means a grant of a restricted stock unit made under the Embarq Equity Incentive Plan pursuant to Section 17.4 of this Agreement.

“Embarq Separation Plans” shall have the meaning set forth in Section 14.1 of this Agreement.

“Embarq SERP” shall have the meaning set forth in Section 4.1 of this Agreement.

“Embarq Service Plans” means, collectively, the Embarq Retirement Pension Plan, the Embarq 401(k) Plan, the Bargaining Unit 401(k) Plans and the Embarq Separation Plans.

“Embarq Share Ratio” means the quotient obtained by dividing the Sprint Pre-Distribution Stock Value by the Embarq Stock Value.

“Embarq Stock Value” means the official NYSE only closing price for Embarq Common Stock trading “when issued” on the last Trading Day on the NYSE immediately before the Distribution Time.

“Embarq Welfare Plans” shall have the meaning set forth in Section 9.1(a) of this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Estimated Retirement Pension Plan Transfer Amount” shall have the meaning set forth in Section 3.2(b)(ii) of this Agreement.

“Final Delayed Transfer Amount” shall have the meaning set forth in Section 3.3(b)(ii) of this Agreement.

“Final Delayed Transfer Date” shall have the meaning set forth in Section 3.3(b)(iii) of this Agreement.

“Final Retirement Pension Plan Transfer Amount” shall have the meaning set forth in Section 3.2(b)(v) of this Agreement.

“Final Transfer Date” shall have the meaning set forth in Section 3.2(b)(vi) of this Agreement.

“Former Embarq Employee” means, as of the Distribution Date, any former employee of Sprint or a Subsidiary of Sprint, including individuals to whom long-term disability benefits are being paid under a Sprint Benefit Plan and retired, deferred vested, non-vested and other terminated individuals, (i) whose most recent active employment with Sprint or a Subsidiary of

Sprint was employment by the Embarq Group and whose active employment has ended on or before the Distribution Date or (ii) whose most recent active employment was with Sprint United Management Company and whose active employment has ended before the Distribution Date and who is named in Schedule B to this Agreement.

“Former Sprint Employee” means, as of the Distribution Date, any former employee of Sprint or a Subsidiary of Sprint, including individuals to whom long-term disability benefits are being paid under a Sprint Benefit Plan and retired, deferred vested, non-vested and other terminated individuals, other than a Former Embarq Employee.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended.

“ITA Adjustment” shall have the meaning set forth in Section 3.2(b)(iv) of this Agreement.

“Indemnification Obligations” means, as of the Distribution Date, any Liabilities of Sprint or a Subsidiary of Sprint to indemnify any employee, officer, director, or agent, or to advance to such person expenses before a judicial or administrative determination that such person is entitled to indemnification, such Liabilities being memorialized or otherwise provided for in a separate agreement, Articles of Incorporation or Bylaws.

“Initial Cash Transfer” shall have the meaning set forth in Section 3.2(b)(iii) of this Agreement.

“Initial Transfer Amount” shall have the meaning set forth in Section 3.2(b)(iii) of this Agreement.

“Initial Transfer Date” shall have the meaning set forth in Section 3.2(b)(iii) of this Agreement.

“IRS” means the Internal Revenue Service.

“KMBP Assets” shall have the meaning set forth in Section 5.3 of this Agreement.

“Legacy Nextel Employee” shall have the meaning set forth in Section 17.4(b) of this Agreement.

“Nextel Equity Plan” means the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan.

“NYSE” means the New York Stock Exchange.

“Outstanding Founders’ Grants” means awards of Sprint RSUs granted on August 12, 2005 to all employees and outside directors under the Sprint 1997 Long-Term Incentive Program.

“Participating Company” means Sprint or any Person (other than an individual) participating in a Sprint Benefit Plan.

“Plan Assets” means the assets of the Sprint Retirement Pension Plan allocable to pay the benefits accrued by Embarq Plan Participants as of the Distribution Date.

“Remaining Sprint Option” shall have the meaning set forth in Section 17.2(a) of this Agreement.

“Separation and Distribution Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Specified Embarq Executive” shall have the meaning set forth in Section 17.4(c) of this Agreement.

“Sprint” shall have the meaning set forth in the Preamble to this Agreement.

“Sprint EDCP” means the Sprint Executive Deferred Compensation Plan.

“Sprint 401(k) Plan” means the Sprint Nextel 401(k) Plan.

“Sprint Bargaining Unit 401(k) Plan” means the Sprint Retirement Savings Plan for Bargaining Unit Employees.

“Sprint Benefit Plan” means any Benefit Plan sponsored, maintained or contributed to by Sprint or any Subsidiaries of Sprint including, without limitation, the Sprint Retirement Pension Plan, the Sprint 401(k) Plan, the Sprint Bargaining Unit 401(k) Plan, the Sprint Reimbursement Account Plans, the Sprint EDCP, the Sprint SERP, the Sprint Separation Plans, the Sprint Retiree Medical Plan, and the Sprint Welfare Plans.

“Sprint Committee” means the Human Capital and Compensation Committee of the Board of Directors of Sprint.

“Sprint Employee” means any individual who immediately before and immediately following the Distribution Date is employed by Sprint or any member of the Sprint Group as a common law employee, including active employees and employees on vacation, approved leave of absence or serial severance.

“Sprint Fidelity Trust” means the trust which is part of the Sprint 401(k) Plan and, until the date all of the Embarq 401(k) Assets and Bargaining Unit 401(k) Assets held in such trust have been transferred to the Embarq Fidelity Trust, the Bargaining Unit 401(k) Plans and the Embarq 401(k) Plan.

“Sprint KMBP” shall have the meaning set forth in Section 5.1 of this Agreement.

“Sprint Master Trust” means the trust which is part of the Sprint Retirement Pension Plan.

“Sprint Option” shall have the meaning set forth in Section 17.2(a) of this Agreement.

“Sprint Participant” means any individual who, immediately following the Distribution Date, is a Sprint Employee, a Former Sprint Employee or a beneficiary, dependent or alternate payee of any of the foregoing.

“Sprint Post-Distribution Stock Value” means the official NYSE only “ex-dividend” closing price for Sprint Common Stock on the last Trading Day on the NYSE immediately before the Distribution Time.

“Sprint Pre-Distribution Stock Value” means the official NYSE only “regular way” closing price for Sprint Common Stock on the last Trading Day on the NYSE immediately before the Distribution Time.

“Sprint Price Ratio” means the quotient obtained by dividing the Sprint Post-Distribution Stock Value by the Sprint Pre-Distribution Stock Value.

“Sprint Reimbursement Account Plans” shall have the meaning set forth in Section 10.1 of this Agreement.

“Sprint Restricted Stock” means a restricted stock award under any of the Sprint Stock Plans.

“Sprint RSU” means a restricted stock unit award under any of the Sprint Stock Plans.

“Sprint Separation Plans” means, collectively, the Sprint Separation Plan and the Sprint Voluntary Separation Plan.

“Sprint Service Plans” means, collectively, the Sprint Retirement Pension Plan, the Sprint 401(k) Plan, the Sprint Bargaining Unit 401(k) Plan and the Sprint Separation Plans.

“Sprint Share Ratio” means the quotient obtained by dividing the Sprint Pre-Distribution Stock Value by the Sprint Post-Distribution Stock Value.

“Sprint Stock Plans” means, collectively, the Sprint 1997 Long-Term Stock Incentive Program, the Sprint Management Incentive Stock Option Plan, the Nextel Equity Plan and any other stock option or stock incentive compensation plan or arrangement for employees, officers, or directors of Sprint, other than the Sprint Employees Stock Purchase Plan.

“Sprint Welfare Plans” shall have the meaning set forth in Section 9.1(a) of this Agreement.

“Sprint SERP” means the Sprint Supplemental Executive Retirement Plan.

“Trading Day” means the period of time during any given calendar day, commencing with the NYSE only opening price and ending with the NYSE only closing price, in which trading in shares of Sprint Common Stock or Embarq Common Stock is permitted and settled on the NYSE.

“Transfer Date” means, with respect to a Delayed Transfer Employee, the date that such Delayed Transfer Employee commences active employment with a member of the Embarq Group.

“True-Up Amount” shall have the meaning set forth in Section 3.2(b)(vi) of this Agreement.

“U.S.” means the United States of America.

“VEBA” shall have the meaning set forth in Section 19.1 of this Agreement.

“VEBA Trust” shall have the meaning set forth in Section 19.1 of this Agreement.

“WC Claim” shall have the meaning set forth in Section 13.1(a) of this Agreement.

1.2 GENERAL INTERPRETIVE PRINCIPLES. (a) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Section and Schedules are references to the Sections and Schedules to this Agreement unless otherwise specified; (c) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (d) any reference to any U.S. federal, state, or local statute or Law shall be deemed to also refer to all rules and regulations promulgated under such statute or Law, unless the context otherwise requires; and (e) except as otherwise provided herein, any reference to an Embarq Benefit Plan or a Sprint Benefit Plan shall be deemed to refer to any such plan as it may have been, or be, amended, restated or otherwise supplemented from time to time.

SECTION 2

GENERAL PRINCIPLES

2.1 ASSUMPTION AND RETENTION OF LIABILITIES; RELATED ASSETS.

(a) Sprint . As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Sprint shall, or shall cause one or more members of the Sprint Group to, assume or retain, as applicable, and Sprint hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Sprint Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Sprint

Employees, Former Sprint Employees and their dependents and beneficiaries and (iii) any other Liabilities expressly assigned or allocated to Sprint or any member of the Sprint Group under this Agreement and Embarq shall have no responsibility for any such Liabilities.

(b) Embarq. As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Embarq shall, or shall cause one or more members of the Embarq Group to, assume or retain, as applicable, and Embarq hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Embarq Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Embarq Employees, Former Embarq Employees and their dependents and beneficiaries and (iii) any other Liabilities expressly assigned or allocated to Embarq or any member of the Embarq Group under this Agreement, and Sprint shall have no responsibility for any such Liabilities. The assumption by Embarq of Liabilities under this Agreement shall not create any obligation on Embarq to reimburse Sprint for any Liabilities paid or discharged by Sprint before the Distribution Date.

(i) From time to time after the Distribution Date, Embarq shall promptly reimburse Sprint, upon Sprint’s reasonable request and the presentation by Sprint of such substantiating documentation as Embarq shall reasonably request, for the cost of any Liabilities satisfied by Sprint or any member of the Sprint Group that are pursuant to this Agreement the responsibility of Embarq or any member of the Embarq Group.

(ii) From time to time after the Distribution Date, Sprint shall promptly reimburse Embarq, upon Embarq’s reasonable request and the presentation by Embarq of such substantiating documentation as Sprint shall reasonably request, for the cost of any Liabilities satisfied by Embarq or any member of the Embarq Group that are pursuant to this Agreement the responsibility of Sprint or any member of the Sprint Group.

2.2 EMBARQ PARTICIPATION IN SPRINT BENEFIT PLANS. Except as otherwise expressly provided for in this Agreement or as otherwise expressly agreed to in writing between the Parties, (i) effective as of the Distribution Date, Embarq and each member of the Embarq Group shall cease to be a Participating Company, and (ii) each (A) Embarq Participant and each other employee of the Embarq Group as of the Distribution Date, and (B) Delayed Transfer Employee, effective as of such Delayed Transfer Employee’s Transfer Date, shall cease to participate in, be covered by, accrue benefits under, be eligible to contribute to or have any rights under any Sprint Benefit Plan, and Sprint and Embarq shall take all necessary action to effectuate each such cessation.

2.3 COMPARABLE COMPENSATION AND BENEFITS. Except as otherwise agreed to in writing by Sprint, (i) with respect to an Embarq Employee, for the period commencing on the Distribution Date and ending on December 31, 2006, Embarq (acting directly or through a member of the Embarq Group) intends to provide such Embarq Employee with compensation opportunities (including, without limitation, salary, wages, commissions and bonus opportunities) and employee benefits that are in Embarq’s opinion, substantially

comparable, in the aggregate, to the compensation opportunities and employee benefits to which such Embarq Employee was entitled to immediately prior to the Distribution Date and (ii) with respect to a Delayed Transfer Employee whose Transfer Date occurs prior to December 31, 2006, for the period commencing on such Delayed Transfer Employee’s Transfer Date and ending on December 31, 2006, Embarq (acting directly or through a member of the Embarq Group) intends to provide such Delayed Transfer Employee with compensation opportunities (including, without limitation, salary, wages, commissions and bonus opportunities) and employee benefits that are in Embarq’s opinion, substantially comparable, in the aggregate, to the compensation opportunities and employee benefits to which similarly situated Embarq Employees were entitled immediately prior to such Delayed Transfer Employee’s Transfer Date.

2.4 SERVICE RECOGNITION.

(a) Pre-Distribution Service Credit . Embarq shall give each Embarq Participant and Delayed Transfer Employee full credit for purposes of eligibility, vesting, determination of level of benefits, and, to the extent applicable, benefit accruals under any Embarq Benefit Plan for such Embarq Participant’s or Delayed Transfer Employee’s service with any member of the Sprint Group prior to the Distribution Date or applicable Transfer Date to the same extent such service was recognized by the corresponding Sprint Benefit Plan immediately prior to the Distribution Date or applicable Transfer Date; provided , however , that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under an Embarq Benefit Plan and a Sprint Benefit Plan.

(b) Post-Distribution Reciprocal Service Crediting . Each of Sprint and Embarq (acting directly or through members of the Sprint Group or the Embarq Group, respectively) shall cause each of the Sprint Service Plans and the Embarq Service Plans, respectively, to provide the following service crediting rules effective as of the Distribution Date:

(i) If Sprint and Embarq agree in writing to the transfer of a Sprint Employee (including a Delayed Transfer Employee) to a member of the Embarq Group, such Sprint Employee was a participant in any of the Sprint Service Plans and such transfer is effective prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to in writing by the Parties) and such Sprint Employee is continuously employed by the Sprint Group from the Distribution Date through the date which comes immediately before such Sprint Employee commences active employment with a member of the Embarq Group, then such Sprint Employee’s service with the Sprint Group following the Distribution Date shall be recognized under the corresponding Embarq Service Plans for purposes of eligibility, vesting and level of benefits (other than benefit accruals under the Embarq Retirement Pension Plan), in each case to the same extent as such Sprint Employee’s service with the Sprint Group was recognized under the corresponding Sprint Service Plans; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under an Embarq Benefit Plan and a Sprint Benefit Plan.

(ii) Except as provided in Section 2.4(b)(i), if a Sprint Employee after the Distribution Date becomes employed by a member of the Embarq Group, then, except to the extent required by applicable Law, such individual’s service with the Sprint Group following the Distribution Date will not be recognized for any purpose under any Embarq Benefit Plan.

(iii) If Sprint and Embarq agree in writing to the transfer of an Embarq Employee to, or Delayed Transfer Employee back to, a member of the Sprint Group, such Embarq Employee or Delayed Transfer Employee was a participant in any of the Embarq Service Plans and such transfer is effective prior to the first anniversary of the Distribution Date (or such later date as mutually agreed to in writing by the Parties) and such Embarq Employee or Delayed Transfer Employee is continuously employed by the Embarq Group from the Distribution Date or Transfer Date, as applicable, through the date which comes immediately before such Embarq Employee or Delayed Transfer Employee commences active employment with a member of the Sprint Group, then such Embarq Employee’s or Delayed Transfer Employee’s service with the Embarq Group following the Distribution Date or Transfer Date, as applicable, shall be recognized under the appropriate Sprint Service Plans (other than the Sprint Retirement Pension Plan) for purposes of eligibility, vesting and level of benefits, in each case to the same extent as such Embarq Employee’s or Delayed Transfer Employee’s service with the Embarq Group was recognized under the corresponding Embarq Service Plans; provided, however, that such service shall not be recognized to the extent that such recognition would result in the duplication of benefits under an Embarq Benefit Plan and a Sprint Benefit Plan.

(iv) Except as provided in Section 2.4(b)(iii), if an Embarq Employee after the Distribution Date or a Delayed Transfer Employee after the applicable Transfer Date becomes employed by a member of the Sprint Group, then, except to the extent required by applicable Law, such individual’s service with the Embarq Group following the Distribution Date or Transfer Date, as applicable, will not be recognized for any purpose under any Sprint Benefit Plan.

2.5 APPROVAL BY SPRINT AS SOLE STOCKHOLDER; APPROVAL BY EMBARQ. Effective as of the Distribution Date, Embarq shall have (a) adopted (i) the Embarq Equity Incentive Plan which shall permit the issuance of long-term incentive awards that have material terms and conditions substantially similar to those long-term incentive awards issued under the Sprint 1997 Long-Term Stock Incentive Program and, with respect to grants made under Section 17 of this Agreement, the other Sprint Stock Plans, as applicable, and (ii) the Embarq Employee Stock Purchase Plan, and (b) filed and caused to be effective any and all registration statements and other reports or filings required to register shares for issuance under either such plan, including without limitation, by way of conversion pursuant to Sections 17.2(b) and 17.2(c)(ii) of this Agreement. The Embarq Equity Incentive Plan and the Embarq Employee Stock Purchase Plan shall be approved prior to the Distribution Date by Sprint as Embarq’s sole shareholder. Notwithstanding the foregoing, any awards granted under the Embarq Equity Incentive Plan or the Embarq Employee Stock Purchase Plan (including by way of conversion pursuant to Section 17.2(b) or 17.2(c)(ii) of this Agreement) shall be authorized and made by the Embarq Committee.

SECTION 3

SPRINT RETIREMENT PENSION PLAN

3.1 ESTABLISHMENT OF EMBARQ RETIREMENT PENSION PLAN. Effective as of the Distribution Date, Embarq shall, or shall have caused one or more members of the Embarq Group to, adopt a defined benefit pension plan and related trust to provide retirement benefits to Embarq Participants who immediately prior to the Distribution Date were participants in, or entitled to present or future benefits (whether or not vested) under, the Sprint Retirement Pension Plan (such defined benefit pension plan, the “ Embarq Retirement Pension Plan ” and such Embarq Participants, the “ Embarq Plan Participants ”). Embarq shall be responsible for taking appropriate action to adopt and administer the Embarq Retirement Pension Plan so that it is qualified under Section 401(a) of the Code and that the trust which is a part of such plan is exempt under Section 501(a) of the Code. Notwithstanding the foregoing, until the date of the Initial Cash Transfer, all benefits payable to Embarq Plan Participants (including benefits that have accrued under the Embarq Retirement Pension Plan following the Distribution Date) shall be paid on behalf of the Embarq Retirement Pension Plan from the Sprint Master Trust, and following the date of the Initial Cash Transfer, all benefits payable to Embarq Plan Participants (including benefits that have accrued under the Sprint Retirement Pension Plan) shall be paid from the Embarq Master Trust. Embarq (acting directly or through one or more members of the Embarq Group) shall be responsible for any and all Liabilities (including Liabilities for funding) and other obligations with respect to the Embarq Retirement Pension Plan.

3.2 EMBARQ PLAN PARTICIPANTS.

(a) Assumption of Sprint Retirement Pension Plan Liabilities . Subject to the Plan Asset transfer described in Section 3.2(b), Embarq (acting directly or through a member of the Embarq Group) hereby agrees to cause the Embarq Retirement Pension Plan effective as of the date of the Initial Cash Transfer to assume, and to fully perform, pay and discharge, all accrued benefits under the Sprint Retirement Pension Plan relating to all Embarq Plan Participants as of the Distribution Date (inclusive of benefits paid by the Sprint Retirement Pension Plan to Embarq Plan Participants following the Distribution Date, but prior to the date of the Initial Cash Transfer Date in accordance with Section 3.1).

(b) Transfer of Sprint Retirement Pension Plan Assets .

(i) (A) The Parties agree that the Plan Assets and any related earnings or losses shall be determined and transferred to the Embarq Master Trust from the Sprint Master Trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, Section 208 of ERISA and the assumptions and valuation methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA as of the Distribution Date as set forth in Schedule C to this Agreement.

(B) No later than thirty (30) days prior to the Distribution Date, Sprint and Embarq (acting directly or through members of the Sprint Group or the Embarq Group, respectively) shall, to the extent necessary, file an IRS Form 5310-A regarding the transfer of Plan Assets and Liabilities from the Sprint Retirement Pension Plan to the Embarq Retirement Pension Plan.

(ii) As soon as reasonably practicable following the Distribution Date, Sprint shall cause the Actuary to determine the estimated value, as of the Distribution Date, of the Plan Assets to be transferred pursuant to Section 3.2(b)(i)(A) of this Agreement to the Embarq Master Trust (the “ Estimated Retirement Pension Plan Transfer Amount ”).

(iii) The Sprint Master Trust shall transfer to the Embarq Master Trust (in a single transfer or in a series of transfers, as needed) an amount in cash which the Parties reasonably agree is at least sufficient to fund benefit payments reasonably projected to be required under the Embarq Retirement Pension Plan prior to the Initial Transfer Date (the “ Initial Cash Transfer ”), and the Initial Cash Transfer shall be made on or before the end of the ten (10) business day period which starts on the Distribution Date. Within thirty (30) business days (or such later time as mutually agreed to by the Parties) following the determination of the Estimated Retirement Pension Plan Transfer Amount, Sprint and Embarq (each acting directly or through the members of the Sprint Group or the Embarq Group, respectively) shall cooperate in good faith to cause an initial transfer of Plan Assets (the date of such transfer, the “ Initial Transfer Date ”) from the Sprint Master Trust to the Embarq Master Trust in an amount equal to ninety percent (90%) of the Estimated Retirement Pension Plan Transfer Amount minus the Initial Cash Transfer, adjusted to reflect earnings or losses during the period from the Distribution Date to the Initial Transfer Date (such amount, the “ Initial Transfer Amount ”). Such earnings or losses shall be determined based on the actual rate of return on the investments of the Sprint Master Trust for the period commencing on the Distribution Date and ending on the last day of the calendar month ending immediately prior to the Initial Transfer Date. Unless otherwise agreed to by the Parties in writing, Sprint shall satisfy its obligation pursuant to this Section 3.2(b)(iii) by causing the Sprint Master Trust to transfer Plan Assets in kind to the extent practicable equal to the Initial Transfer Amount consisting of a pro rata percentage (rounded up or down to the nearest whole lot or distributable unit) of all investments under the Sprint Retirement Pension Plan and to transfer the balance of the Initial Transfer Amount in cash.

(iv) Within thirty (30) days, or such other period of time as mutually agreed upon by Sprint and Embarq, following the Initial Transfer Date, Sprint shall cause the trustee of the Sprint Master Trust to calculate the earnings or losses on the investments of the Sprint Master Trust for the period commencing on the first day of the calendar month containing the Initial Transfer Date and ending on the Initial Transfer Date. The Initial Transfer Amount shall be hypothetically recalculated as if such earnings or losses had been credited to or debited against the Initial Transfer Amount and the difference between the Initial Transfer Amount and such recalculated amount shall be the “ ITA Adjustment ”.

(v) Within one hundred twenty (120) days, or such other period of time as agreed upon by Sprint and Embarq, following the Initial Transfer Date, Sprint shall cause the Actuary to calculate (in accordance with Section 3.2(b)(i)(A) of this Agreement) the final, verified value, as of the Distribution Date, of the Plan Assets to be transferred to the Embarq Master Trust, which shall be referred to herein as the “ Final Retirement Pension Plan Transfer Amount .”

(vi) Within forty-five (45) days (or within such other period of time as agreed upon in writing by the Parties) of the determination of the Final Retirement Pension Plan Transfer Amount, Sprint shall cause the Sprint Master Trust to transfer to the Embarq Master Trust (the date of such transfer, the “ Final Transfer Date ”) an amount (the “ True-Up Amount ”), in accordance with Section 3.2(b)(vii), equal to (A) the sum of (1) the Final Retirement Pension Plan Transfer Amount and (2) if the ITA Adjustment reflects net earnings on the Initial Transfer Amount, the ITA Adjustment, minus (B) the sum of (1) the Initial Transfer Amount, (2) the amount of the Initial Cash Transfer, (3) if the ITA Adjustment reflects net losses on the Initial Transfer Amount, the ITA Adjustment (expressed as a positive number), and (4) the aggregate amount of payments made from the Sprint Master Trust on behalf of the Embarq Retirement Pension Plan to Embarq Plan Participants in order to satisfy any benefit obligation with respect to such Embarq Plan Participants during the period commencing on the Distribution Date and ending on the date of the Initial Cash Transfer; provided , that , the True-Up Amount shall be adjusted to reflect earnings or losses as described in Section 3.2(b)(vii); and provided , further , that in the event the sum of clauses (B)(1), (B)(2), (B)(3) and (B)(4) of this Section 3.2(b)(vi) is greater than the sum of clauses (A)(1) and (A)(2) of this Section 3.2(b)(vi), Sprint shall not be required to cause any such additional transfer and instead Embarq shall be required to cause a transfer of cash from the Embarq Master Trust to the Sprint Master Trust in amount equal to the amount by which the sum of clauses (B)(1), (B)(2), (B)(3) and (B)(4) of this Section 3.2(b)(vi) exceeds the sum of clauses (A)(1) and (A)(2) of this Section 3.2(b)(vi).

(vii) The True-Up Amount shall be transferred from the Sprint Master Trust to the Embarq Master Trust, and the transfer shall (unless otherwise agreed to by the Parties in writing) be made to the extent practicable in kind, consisting of a pro rata percentage (rounded up or down to the nearest whole lot or distributable unit) of all investments under the Sprint Retirement Pension Plan and the balance of the True-Up Amount shall be transferred in cash. The True-Up Amount shall be adjusted to reflect earnings or losses during the period from the Distribution Date to the Final Transfer Date. Such earnings or losses shall be determined based on the actual rate of return of the investments of the Sprint Master Trust for the period commencing on the Distribution Date and ending on the last calendar day of the month ending immediately prior to the Final Transfer Date.

(viii) Within thirty (30) days, or such other period of time as agreed upon by Sprint and Embarq, following the Final Transfer Date, Sprint shall cause the trustee of the Sprint Master Trust to calculate the earnings or losses on the investments of the Sprint Master Trust for the period commencing on the first day of the calendar month containing the Final Transfer Date and ending on the Final Transfer Date. The True-Up Amount shall be hypothetically recalculated as if such earnings or losses had been credited to or debited against the True-Up Amount. If, under such calculation, there were earnings on the True-Up Amount, the Sprint Master Trust shall transfer to the Embarq Master Trust an amount of cash equal to such hypothetical earnings. If, under such calculation, there were losses on the True-Up Amount, Embarq shall be required to cause a transfer of cash from the Embarq Master Trust to the Sprint Master Trust in an amount equal to such losses. The transfer required by this Section 3.2(b)(viii) shall be made within forty-five (45) days of the Final Transfer Date.

(c) Continuation of Elections . As of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall cause the Embarq Retirement Pension Plan to recognize all existing elections, including, but not limited to, beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to Embarq Plan Participants under the Sprint Retirement Pension Plan.

3.3 DELAYED TRANSFER EMPLOYEES.

(a) Assumption of Sprint Retirement Pension Plan Liabilities . Subject to the asset transfer described in Section 3.3(b) with respect to each Delayed Transfer Employee, effective as of such Delayed Transfer Employee’s Transfer Date, Embarq (acting directly or through members of the Embarq Group) shall cause the Embarq Retirement Pension Plan to assume, and to fully perform, pay and discharge, all benefits accrued under the Sprint Retirement Pension Plan relating to such Delayed Transfer Employee through such Delayed Transfer Employee’s Transfer Date. Each Delayed Transfer Employee shall receive service credit under the Embarq Retirement Pension Plan for service completed with Sprint or a member of the Sprint Group for the period commencing on January 1, 2006 and ending on such Delayed Transfer Employee’s Transfer Date but shall receive no credit under such plan for compensation paid by Sprint for such service.

(b) Transfer of Sprint Retirement Pension Plan Assets .

(i) The Parties agree that the assets of the Sprint Master Trust allocable to pay the benefits accrued by the Delayed Transfer Employees shall be transferred to the Embarq Master Trust in accordance with Section 3.2(b)(i)(A) of this Agreement. No later than thirty (30) days after the first anniversary of the Distribution Date (or such other date as mutually agreed to by the Parties) (the “ Delayed Transfer Calculation Date ”), Sprint and Embarq (acting directly or through members of the Sprint Group or the Embarq Group, respectively) shall, if then deemed necessary or appropriate, file an IRS Form 5310-A regarding the transfer of such assets and Liabilities from the Sprint Master Trust to the Embarq Master Trust with respect to the Delayed Transfer Employees.

(ii) No later than one hundred twenty (120) days, or such other period of time as agreed upon by Sprint and Embarq, following the Delayed Transfer Calculation Date, Sprint shall cause the Actuary to calculate (in accordance with Section 3.2(b)(i)(A) of this Agreement) the final, verified value of the assets to be transferred to the Embarq Master Trust with respect to the Delayed Transfer Employees, which amount shall be referred to as the “ Final Delayed Transfer Amount .”

(iii) Within thirty (30) days following the determination of the Final Delayed Transfer Amount, Sprint shall cause the Sprint Master Trust to transfer to the Embarq Master Trust (the date of such transfer, the “ Final Delayed Transfer Date ”) an amount equal to the Final Delayed Transfer Amount, adjusted to reflect investment earnings or losses of the Sprint Master Trust during the period from the Delayed Transfer Calculation Date through the Final Delayed Transfer Date. Such investment earnings or losses shall be determined based on the actual investment rate of return on the assets of the Sprint Master Trust for the period commencing on

the Delayed Transfer Calculation Date and ending on the last calendar day of the month ending immediately prior to the Final Delayed Transfer Date. Sprint shall satisfy its obligation pursuant to this Section 3.3(b)(iii) by causing the Sprint Master Trust to transfer assets in kind to the extent practicable equal to the Final Delayed Transfer Amount consisting of a pro rata percentage (rounded up or down to the nearest whole lot or distributable unit) of all investments under the Sprint Retirement Pension Plan and to transfer the balance of the Final Delayed Transfer Amount in cash.

(iv) Within thirty (30) days, or such other period of time as mutually agreed upon by Sprint and Embarq, following the Final Delayed Transfer Date, Sprint shall cause the trustee of the Sprint Master Trust to calculate the earnings and losses on the investments of the Sprint Master Trust for the period commencing on the first day of the calendar month containing the Final Delayed Transfer Date and ending on the Final Delayed Transfer Date. The Final Delayed Transfer Date Amount shall be hypothetically recalculated as if such earnings or losses had been credited to or debited against the Final Delayed Transfer Amount. If, under such calculation, there were earnings on the Final Delayed Transfer Amount, the Sprint Master Trust shall transfer to the Embarq Master Trust an amount of cash equal to such hypothetical earnings. If, under such calculation, there were losses on the Final Delayed Transfer Amount, Embarq shall be required to cause a transfer of cash from the Embarq Master Trust to the Sprint Master Trust in an amount equal to such losses. The transfer required by this Section 3.3(b)(iv) shall be made within forty-five (45) days of the Final Delayed Transfer Date.

(c) Continuation of Elections . As of each Delayed Transfer Employee’s Transfer Date, Embarq (acting directly or through a member of the Embarq Group) shall cause the Embarq Retirement Pension Plan to recognize all existing elections including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to such Delayed Transfer Employee under the Sprint Retirement Pension Plan.

3.4 ALTERNATIVE PROCEDURES. Notwithstanding the foregoing provisions of this Section 3, the Parties acknowledge that the trustee for the Sprint Master Trust may propose alternative procedures for transferring (or accounting for the transfer of) Plan Assets and any related earnings and losses from the Sprint Master Trust to the Embarq Master Trust with respect to Embarq Plan Participants and Delayed Transfer Employees. The Parties agree to reasonably cooperate with each other and the trustee for the Sprint Master Trust to evaluate any such alternative procedures and, upon the written agreement of the Parties, may utilize such alternative procedures in lieu of the procedures set forth in the foregoing provisions of this Section 3; provided , however , that any such alternative procedures must (a) comply with applicable Law, and (b) provide for the transfer of Plan Assets and related earnings and losses in accordance with Section 414(1) of the Code, Treasury Regulation Section 1.414(1)-1, Section 208 of ERISA and the assumptions and valuation methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA as of the Distribution Date as set forth on Schedule C of this Agreement.

SECTION 4

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

4.1 ADOPTION OF EMBARQ SERP. Effective as of the Distribution Date, Embarq as a part of the transfer of Plan Assets and Liabilities from the Sprint Retirement Pension Plan to the Embarq Retirement Pension Plan shall, or shall cause a member of the Embarq Group to, adopt the Sprint SERP with respect to the Embarq Plan Participants (the “ Embarq SERP ”) and, effective as of the Distribution Date, Embarq hereby agrees to cause the Embarq SERP to assume responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, of the Sprint SERP with respect to all such Embarq Plan Participants. With respect to each Delayed Transfer Employee, effective as of such Delayed Transfer Employee’s Transfer Date, Embarq shall cause the Embarq SERP to assume, and to fully perform, pay and discharge, all Liabilities of the Sprint SERP with respect to such Delayed Transfer Employee. Embarq (acting directly or through a member of the Embarq Group) shall be responsible for any and all Liabilities (including Liabilities for paying benefits) and other obligations with respect to the Embarq SERP.

4.2 CONTINUATION OF ELECTIONS. As of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall cause the Embarq SERP to recognize any election with respect to the form of distribution then in effect with respect to any Embarq Plan Participants under the Sprint SERP. With respect to each Delayed Transfer Employee who participated in the Sprint SERP, effective as of such Delayed Transfer Employee’s Transfer Date, Embarq (acting directly or through a member of the Embarq Group) shall cause the Embarq SERP to recognize and maintain any election with respect to the form of distribution then in effect with respect to such Delayed Transfer Employee under the Sprint SERP.

SECTION 5

KEY MANAGEMENT BENEFIT PLAN

5.1 SPRINT KEY MANAGEMENT BENEFIT PLAN. Effective as of the Distribution Date, Embarq shall, or shall have caused one or more members of the Embarq Group to adopt the Sprint Key Management Benefit Plan (the “ Sprint KMBP ”), with respect to the Embarq Participants who immediately prior to the Distribution Date were participants (whether or not vested) in such plan (the “ Embarq KMBP ”) and who are shown on Schedule D to this Agreement. Embarq shall be responsible for taking all appropriate action to assume and administer the Embarq KMBP. Embarq (acting directly or through a member of the Embarq Group) shall be responsible for any and all Liabilities with respect to the Embarq KMBP.

5.2 ASSUMPTION OF SPRINT KMBP LIABILITIES. Effective as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) hereby agrees to cause the Embarq KMBP to assume, and to fully perform, pay and discharge, all Liabilities of the Sprint KMBP relating to all Embarq Participants as of the Distribution Date which are set forth in Schedule D to this Agreement.

5.3 TRANSFER OF SPRINT KMBP ASSETS. The Parties agree the general Assets of Sprint shown in Schedule D to this Agreement (the “ KMBP Assets ”) shall be transferred by Sprint to Embarq as of the Distribution Date and that the KMBP Assets shall be held by Embarq as part of Embarq’s general Assets.

5.4 CONTINUATION OF ELECTIONS. As of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall cause the Embarq KMBP to recognize any election then in effect with respect to any Embarq Participant under the Sprint KMBP.

SECTION 6

401(K) PLANS

6.1 EMBARQ 401(k) PLAN.

(a) Establishment of the Embarq 401(k) Plan .

(i) Sprint established effective as of January 1, 2006 a defined contribution plan for the benefit of individuals, who were not represented by a collective bargaining agent, and who would have been Embarq Employees on such date if January 1, 2006 were the Distribution Date (the “ Embarq 401(k) Participants ”), and such plan has eligibility, contribution and vesting provisions which are the same as the eligibility, contribution and vesting provisions of the Sprint 401(k) Plan as in effect on December 31, 2005 (the “ Embarq 401(k) Plan ”). Each Delayed Transfer Employee shall receive service credit under the Embarq 401(k) Plan for service completed with Sprint or a member of the Sprint Group or for the period commencing on January 1, 2006 and ending on such Delayed Transfer Employee’s Transfer Date but shall receive no credit under such plan for compensation paid by Sprint for such service.

(ii) Sprint before the Distribution Date shall be responsible for taking all appropriate action to establish and administer the Embarq 401(k) Plan so that it is qualified under Section 401(a) of the Code and that the Sprint Fidelity Trust which is a part of such plan is exempt under Section 501(a) of the Code. Embarq on the Distribution Date shall assume the Embarq 401(k) Plan and all of Sprint’s rights and obligations under such plan and shall be responsible for taking all appropriate action to administer the Embarq 401(k) Plan so that it remains qualified under Section 401(a) of the Code.

(iii) Effective as of the Distribution Date, Embarq shall establish the Embarq Fidelity Trust which shall be a part of the Embarq 401(k) Plan on and after the Distribution Date, and Embarq shall be responsible for taking all necessary action so that such trust is exempt under Section 501(a) of the Code. Embarq (acting directly or through a member of the Embarq Group) shall be responsible for any and all Liabilities (including all Liabilities for funding) with respect to the Embarq 401(k) Plan. The Sprint Fidelity Trust shall remain a part of the Embarq 401(k) Plan until the date all of the assets held in such trust which are properly allocable to Embarq 401(k) Participants have been transferred to the Embarq Fidelity Trust.

(b) Transfer of Sprint 401(k) Plan Assets .

(i) As soon as reasonably practicable (but not later than thirty (30) days) following the Distribution Date, Sprint shall cause the trustee for the Sprint Fidelity Trust to transfer in-kind the assets underlying the account balances (including any unvested balances, outstanding loan balances and forfeitures) held in the Sprint Fidelity Trust for the Embarq 401(k) Participants (the “ Embarq 401(k) Assets ”) to the Embarq Fidelity Trust, and Embarq shall cause the Embarq Fidelity Trust to accept the transfer of the Embarq 401(k) Assets. Embarq effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities of the Embarq 401(k) Plan. The transfer of the Embarq 401(k) Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.

(ii) As soon as reasonably practicable (but not later than thirty (30) days) following the one year anniversary of the Distribution Date, Sprint shall cause the trustee for the Sprint Fidelity Trust to transfer in-kind the assets underlying account balances (including any unvested balances, any outstanding loan balances and forfeitures) held in the Sprint Fidelity Trust for the Delayed Transferred Employees to the Embarq Fidelity Trust (the “ Delayed 401(k) Assets ”), and Embarq shall cause the Embarq Fidelity Trust to accept the transfer of the Delayed 401(k) Assets. Embarq effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities relating to the Delayed 401(k) Assets as of such transfer date. The transfer of the Delayed 401(k) Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA.

(iii) Sprint and Embarq agree to cooperate, and Sprint agrees to cause the trustee for the Sprint Fidelity Trust and Embarq agrees to cause the trustee for the Embarq Fidelity Trust to cooperate, to assure the transfers described in this Section 6.1(b) are effected in a manner intended to have a minimum adverse impact, if any, on participants.

(c) Continuation of Elections . The Embarq 401(k) Plan shall recognize all elections, including deferral, investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to Embarq 401(k) Participants under the Sprint 401(k) Plan. Delayed Transfer Employees will be eligible to enroll in the Embarq 401(k) Plan in accordance with the terms of such plan and will be eligible to make all elections and beneficiary designations in accordance with the terms of the Embarq 401(k) Plan and the procedures which Embarq or the Embarq 401(k) Plan has established for the making of such elections and designations.

6.2 BARGAINING UNIT 401(K) PLANS.

(a) Sprint Retirement Savings Plan for Bargaining Unit Employees . Effective as of the Distribution Date, Embarq shall, or shall have caused one or more members of the Embarq Group to assume the Sprint Bargaining Unit 401(k) Plan for the benefit of the Embarq Participants who immediately prior to the Distribution Date were participants in, or entitled to present or future benefits (whether or not vested) under such plan immediately prior to the

Distribution Date, which plan as so assumed shall be referred to as the “ Embarq Bargaining Unit 401(k) Plan ”. Embarq shall be responsible for taking all appropriate action to assume and administer the Embarq Bargaining Unit 401(k) Plan.

(b) Transfer of Bargaining Unit 401(k) Plan Assets . As soon as reasonably practicable (but not later than thirty (30) days) following the Distribution Date, Sprint shall cause the trustee for the Sprint Fidelity Trust to transfer in-kind the assets underlying the account balances (including any unvested balances, outstanding loan balances and forfeitures) held in the Sprint Fidelity Trust for the Bargaining Unit 401(k) Plans (the “ Bargaining Unit 401(k) Assets ”) to the Embarq Fidelity Trust, and Embarq shall cause the Embarq Fidelity Trust to accept the transfer of the Bargaining Unit 401(k) Assets. Embarq effective as of the date of such transfer shall assume and fully perform, pay and discharge, all Liabilities of the Bargaining Unit 401(k) Plans. The transfer of the Bargaining Unit 401(k) Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA. Sprint and Embarq agree to cooperate, and Sprint agrees to cause the trustee for the Sprint Fidelity Trust and Embarq agrees to cause the trustee for the Embarq Fidelity Trust to cooperate, to assure the transfers described in this Section 6.2(b) are effected in a manner intended to have a minimum adverse impact, if any, on participants.

(c) Continuation of Elections . As of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall cause the Bargaining Unit 401(k) Plans to recognize all elections, including deferral, investment and payment form elections, beneficiary designations, and the rights of alternate payees under qualified domestic relations orders with respect to participants in the Bargaining Unit 401(k) Plans.

SECTION 7

SPRINT RETAINED LIABILITIES AND EMPLOYMENT AGREEMENTS

7.1 SPRINT EDCP. Sprint shall retain all Liabilities under the Sprint EDCP. Pursuant to the terms of the Sprint EDCP, Sprint shall treat the Distribution Date as the date the employment of each Embarq Employee who is a participant in the Sprint EDCP terminates.

7.2 OTHER SPRINT LIABILITIES. Sprint shall retain all Liabilities under the Centel Compensation Programs, and Embarq shall, or shall cause a member of the Embarq Group, to assign or otherwise transfer all of its rights and interests in the Centel Deferred Compensation Trust to Sprint so that Sprint shall have the same rights and interests as Embarq or such member of the Embarq Group had to satisfy such Liabilities from the assets of such trust. Sprint in addition shall retain all Liabilities under the Indemnification Obligations.

7.3 EMPLOYMENT AGREEMENTS. The Parties agree that Sprint shall assign to Embarq and Embarq shall assume the employment related agreements shown on Schedule E to this Agreement with the individuals shown on Schedule E to this Agreement pursuant to the Conveyance and Assumption Instruments under the Separation and Distribution Agreement.

SECTION 8

RETIREE MEDICAL COVERAGE

Effective no later than the Distribution Date, Embarq shall, or shall have caused one or more members of the Embarq Group to, adopt a retiree medical plan to provide retiree medical benefits in accordance with the terms of the Sprint Retiree Medical Plan as in effect on December 31, 2005 (i) to Embarq Employees and Embarq Participants who immediately prior to the Distribution Date were participants in the Sprint Retiree Medical Plan and (ii) to each Delayed Transfer Employee who immediately prior to his or her Transfer Date is a participant in the Sprint Retiree Medical Plan (such retiree medical plan, the “ Embarq Retiree Medical Plan ” and such Embarq Participants, the “ Embarq Retiree Medical Plan Participants ”). Embarq shall be responsible for taking all appropriate action to adopt and administer the Embarq Retiree Medical Plan. Embarq (acting directly or through a member of the Embarq Group) shall be responsible for any and all Liabilities (including Liabilities for funding) with respect to the Embarq Retiree Medical Plan. Effective as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) hereby agrees to cause the Embarq Retiree Medical Plan to assume, and to fully perform, pay and discharge, all accrued but unpaid benefits as of the Distribution Date, including incurred but unreported claims for benefits, and any credits under the Sprint Retiree Medical Plan relating to all Embarq Retiree Medical Plan Participants as of the Distribution Date with respect to individuals described in clause (i) of this Section 8 and as of the applicable Transfer Date with respect to individuals described in clause (ii) of this Section 8.

SECTION 9

HEALTH AND WELFARE PLANS

9.1 ADOPTION OF HEALTH AND WELFARE PLANS.

(a) Adoption of the Embarq Welfare Plans . Sprint or one or more of its Subsidiaries maintain each of the health and welfare plans set forth on Schedule F to this Agreement (collectively the “ Sprint Welfare Plans ” and individually a “ Sprint Welfare Plan ”) for the benefit of eligible Sprint Participants and Embarq Participants. Effective as of the Distribution Date, Embarq shall, or shall cause a member of the Embarq Group to adopt for the benefit of eligible Embarq Participants health and welfare plans which provide benefits which are the same as the benefits provided under the corresponding Sprint Welfare Plans in which such individuals participate immediately prior to the Distribution Date as each such plan is then in effect (collectively the “ Embarq Welfare Plans ” and individually an “ Embarq Welfare Plan ”).

(b) Terms of Participation in Embarq Welfare Plans . Embarq (acting directly or through a member of the Embarq Group) shall cause each Embarq Welfare Plan to (i) waive all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to Embarq Participants and Delayed Transfer Employees, other than limitations that were in effect with respect to (A) Embarq Participants as of the Distribution Date and (B) each Delayed Transfer Employee as of such Delayed Transfer

Employee’s Transfer Date, in each case under the corresponding Sprint Welfare Plan, (ii) honor any deductibles, out-of-pocket maximums, and co-payments incurred by Embarq Participants and Delayed Transfer Employees under the corresponding Sprint Welfare Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under an Embarq Welfare Plan during the same plan year in which such deductibles, out-of-pocket maximums and co-payments were made, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to an Embarq Participant following the Distribution Date or to a Delayed Transfer Employee following such Delayed Transfer Employee’s Transfer Date, to the extent such Embarq Participant or Delayed Transfer Employee, as applicable, had satisfied any similar limitation under the corresponding Sprint Welfare Plan.

(c) Continuation of Elections . With respect to Embarq Participants, as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall cause each Embarq Welfare Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by Embarq Participants under, or with respect to, the Embarq Welfare Plans or the corresponding Sprint Welfare Plan, as applicable, and apply such elections and designations under the Embarq Welfare Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent an election or designation made under a particular Sprint Welfare Plan is available under the corresponding Embarq Welfare Plan. With respect to each Delayed Transfer Employee, as of such Delayed Transfer Employee’s Transfer Date, Embarq (acting directly or through a member of the Embarq Group) shall cause each Embarq Welfare Plan to recognize all elections and designations (including all coverage and contribution elections and beneficiary designations) made by such Delayed Transfer Employee under, or with respect to, the corresponding Sprint Welfare Plan and apply such elections and designations under the Embarq Welfare Plan for the remainder of the period or periods for which such elections or designations are by their original terms applicable, to the extent such election or designation is available under the corresponding Embarq Welfare Plan.

9.2 LIABILITIES FOR CLAIMS.

(a) Embarq Employees and Former Embarq Employees . Effective as of the Distribution Date, Embarq shall, or shall have caused one or more members of the Embarq Group to, assume all Liabilities under the Sprint Welfare Plans for claims incurred by Embarq Employees and Former Embarq Employees, in each case, regardless of whether such Liabilities relate to claims incurred before, on or after the Distribution Date, and Embarq agrees to pay, perform and discharge all such Liabilities.

(b) Delayed Transfer Employees . Effective as of the Transfer Date for each Delayed Transfer Employee, Embarq shall, or shall have caused one or more members of the Embarq Group to, assume all Liabilities under the Sprint Welfare Plans for claims incurred by such Delayed Transfer Employee, regardless of whether such Liabilities relate to claims incurred before, on or after, his or her Transfer Date, and Embarq agrees to pay, perform and discharge all such Liabilities.

(c) Sprint Liabilities . Sprint shall retain all Liabilities under the Sprint Welfare Plans for claims incurred by Sprint Employees and Former Sprint Employees, and Sprint (subject to Section 9.2(a) and Section 9.2(b)), shall cause the Sprint Welfare Plans to continue to process and pay all claims incurred and reported before the Distribution Date for Embarq Employees and Former Embarq Employees and all claims incurred and reported for a Delayed Transfer Employee before his or her Transfer Date in accordance with each such plan’s standard policies and practices for processing and paying claims.

(d) Cooperation . Sprint and Embarq agree to cooperate to assure the transfers of Liabilities under this Section 9.2 are effected in a manner intended to have a minimum adverse impact, if any, on Embarq Employees, Former Embarq Employees and Delayed Transfer Employees.

SECTION 10

REIMBURSEMENT ACCOUNT PLANS

10.1 PLANS. Effective as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall establish a health and dependent care reimbursement account plan (the “ Embarq Reimbursement Account Plans ”) with features that are the same as those in the Sprint Health Care Reimbursement Account and the Sprint Dependent Day Care Reimbursement Account immediately prior to the Distribution Date (the “ Sprint Reimbursement Account Plans ”). Effective as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall assume responsibility for administering all reimbursement claims under the Embarq Reimbursement Account Plans of Embarq Participants with respect to calendar year 2006, whether arising before, on, or after the Distribution Date. With respect to each Delayed Transfer Employee, effective as of such Delayed Transfer Employee’s Transfer Date, Embarq (acting directly or through a member of the Embarq Group) shall assume responsibility for administering all reimbursement claims under the Embarq Reimbursement Account Plans of such Delayed Transfer Employee with respect to the calendar year in which such Delayed Transfer Employee’s Transfer Date occurs, whether arising before, on, or after such Transfer Date.

10.2 CASH TRANSFERS. As soon as practicable but no more than 30 days following the Distribution Date with respect to each Embarq Participant or, no more than 30 days following the last day of the calendar year in which the applicable Transfer Date occurs with respect to each Delayed Transfer Employee, Sprint shall cause to be transferred to Embarq an amount in cash equal to (i) the sum of all contributions to the Sprint Reimbursement Account Plans made with respect to calendar year 2006 by or on behalf of all Embarq Participants for periods before the Distribution Date and on behalf of each Delayed Transfer Employee for the calendar year in which the Transfer Date for such Delayed Transfer Employee occurs, reduced by (ii) the sum of all claims incurred in calendar year 2006 and paid by the Sprint Reimbursement Account Plans with respect to all such Embarq Participants and the sum of all claims incurred in the calendar year in which the applicable Transfer Date occurs and paid by the Sprint Reimbursement Account Plans with respect to each Delayed Transfer Employee. All assets or obligations relating to all participants in the Sprint Reimbursement Account Plans with respect to periods ending on or before December 31, 2005 (or December 31, 2006 for each Delayed Transfer Employee with a Transfer Date in calendar year 2007) will be retained by Sprint.

SECTION 11

COBRA

11.1 EMBARQ PARTICIPANTS. Effective as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall assume, or shall have caused the Embarq Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to Embarq Participants who, as of the day prior to the Distribution Date, were covered under a Sprint Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to the Distribution Date.

11.2 DELAYED TRANSFER EMPLOYEES. Effective as of a Delayed Transfer Employee’s Transfer Date, Embarq (acting directly or through a member of the Embarq Group) shall assume, or shall have caused the Embarq Welfare Plans to assume, responsibility for compliance with the health care continuation coverage requirements of COBRA with respect to such Delayed Transfer Employee (and his or her qualified beneficiaries under COBRA) to the extent such Delayed Transfer Employee was, as of the day prior to such Delayed Transfer Employee’s Transfer Date, covered under a Sprint Welfare Plan pursuant to COBRA or who had a COBRA qualifying event (as defined in Code Section 4980B) prior to the Delayed Transfer Employee’s Transfer Date.

SECTION 12

SHORT TERM AND LONG TERM DISABILITY

Effective as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall establish a short term disability program and a long term disability program with benefits that are the same as those under the corresponding Sprint programs immediately prior to the Distribution Date. Effective as of the Distribution Date, Embarq (acting directly or through a member of the Embarq Group) shall assume all Liabilities (a) with respect to short term disability benefits for Embarq Participants who (i) were receiving short term disability payments as of the Distribution Date or (ii) incurred an illness or injury before the Distribution Date which would entitle such Embarq Participants to receive short term disability payments beginning on or after the Distribution Date and (b) with respect to long term disability benefits for Embarq Participants who are or who become eligible for long term disability benefits. With respect to each Delayed Transfer Employee, effective as of such Delayed Transfer Employee’s Transfer Date, Embarq (acting directly or through a member of the Embarq Group) shall assume all Liabilities (a) with respect to short term disability benefits under Sprint’s short term disability program to such Delayed Transfer Employee who (i) was receiving short term disability payments as of the Delayed Transfer Employee’s Transfer Date or (ii) incurred an illness or injury before the Delayed Transfer Employee’s Transfer Date which would entitle such Delayed Transfer Employee to receive such short term disability payments beginning on or after such Delayed Employee’s Transfer Date, or (b) with respect to long term disability benefits for any Delayed Transfer Employee who is or who becomes eligible for long term disability benefits.

SECTION 13

WORKERS’ COMPENSATION

13.1 TREATMENT OF WORKERS’ COMPENSATION CLAIMS.

(a) Sprint WC Claims . Sprint will be responsible for all Liabilities (including Liabilities for associated administrative functions) for workers’ compensation claims made for compensable injuries (the “ WC Claims ”) occurring before the Distribution Date in states with monopolistic workers’ compensation systems, (including North Dakota, Ohio (except self-insured WC Claims in Ohio), Washington, West Virginia and Wyoming) and all other WC Claims except the WC Claims described in Section 13.1(b).

(b) Embarq WC Claims . Embarq shall be responsible for all Liabilities (including Liabilities for associated administrative functions) (i) for WC Claims made on or after the Distribution Date by Embarq Employees as well as WC Claims before the Distribution Date as described on Schedule G; and (ii) for WC Claims made on or after January 1, 2006 by a Delayed Transfer Employee who actually transfers to Embarq.

(c) When WC Claims Made . For purposes of this Section 13.1, WC Claims shall be “made” at the time of the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time the occupational disease become manifest, as applicable.

13.2 COLLATERAL. Sprint will be responsible for providing all collateral required by insurance carriers through the four-year anniversary of the Distribution Date, in support of the WC Claims described in Section 13.1(b) that were made prior to the Distribution Date. After the four-year anniversary of the Distribution Date, Embarq will be responsible for providing all collateral required by insurance carriers in support of such WC Claims.

13.3 RETRO POLICY TRUE-UPS. Upon receipt by Sprint of a statement for adjustments to the Retro Policies for United Telecommunications, Inc. and Centel Corporation, Sprint will submit to Embarq a copy of the workers’ compensation portion of the statement. If the statement requires an additional premium for the workers’ compensation portion, Embarq will submit a payment to Sprint for that amount, and if the statement provides for a return of premium paid for the workers’ compensation portion, Sprint will submit a payment to Embarq for that amount.

13.4 NOTIFICATION OF GOVERNMENTAL AUTHORITIES. Embarq will notify applicable Governmental Authorities, if and as appropriate, of any on-the-job injuries or WC Claims for which it is responsible under this Section 13. Sprint will notify applicable Governmental Authorities, if and as appropriate, of any on-the-job injuries or WC Claims for which it is responsible under this Section 13. The Parties will cooperate in providing to each other Information needed for these notifications and related filings.

13.5 ASSIGNMENT OF CONTRIBUTION RIGHTS. Sprint will transfer and assign to Embarq all rights to seek contribution or damages from any third party (such as a third party who aggravates an injury to a worker who makes a WC Claim) with respect to any WC Claim for which Embarq is responsible pursuant to Section 13.1(b).

13.6 RESOLUTION OF DISPUTES. Sprint and Embarq will cooperate with each other in carrying out their respective obligations under this Section 13 and applicable workers’ compensation laws. Any disputes which Sprint and Embarq cannot resolve shall initially be presented in writing to the Treasurer of Sprint and the Treasurer of Embarq for resolution, before initiating the dispute resolution provisions of Article 7 of the Separation and Distribution Agreement.

SECTION 14

SEPARATION PLAN AND VOLUNTARY SEPARATION PLAN

14.1 ESTABLISHMENT OF EMBARQ SEPARATION PLANS. Effective as of the Distribution Date, Embarq shall adopt (i) the Embarq Separation Plan for those Embarq Employees who, immediately prior to the Distribution Date, were eligible to participate in the Sprint Separation Plan and which shall provide the same benefits as the Sprint Separation Plan and (ii) the Embarq Voluntary Separation Plan for all Embarq Employees who, immediately prior to the Distribution Date, were eligible to participate in the Sprint Voluntary Separation Plan and which shall provide the same benefits as the Sprint Voluntary Separation Plan (the Embarq Separation Plan and the Embarq Voluntary Separation Plan shall be referred to individually as an “ Embarq Separation Plan ” and collectively as the “ Embarq Separation Plans ”).

14.2 ASSUMPTION OF SEVERANCE LIABILITIES. Effective as of the Distribution Date, Embarq shall assume or retain, as applicable, responsibility for all Liabilities and fully perform, pay and discharge all obligations, when such obligations become due, relating to any unpaid severance benefit to which an Embarq Participant remains entitled under the Sprint Separation Plans on the Distribution Date.

14.3 SEVERANCE BENEFITS. If an Embarq Participant or Delayed Transfer Employee becomes eligible to receive a severance benefit pursuant to an Embarq Separation Plan during the period commencing on the Distribution Date and ending on the first anniversary of the Distribution Date, the applicable Embarq Separation Plan shall provide to such Embarq Participant or Delayed Transfer Employee a severance benefit that is based on the same number of weeks of pay that such Embarq Participant or Delayed Transfer Employee would have received under the corresponding Sprint Separation Plan as in effect immediately prior to the Distribution Date.

14.4 EFFECT OF THE SEPARATION ON SEVERANCE. Except as otherwise expressly provided for in this Agreement, Sprint and Embarq acknowledge and agree that the

transactions contemplated by the Separation and Distribution Agreement will not cause any Embarq Participant to be entitled to benefits under any policy, plan, program or agreement of Sprint or Embarq or any member of the Sprint Group or Embarq Group that provides for the payment of severance or similar benefits in the event of a termination of employment.

SECTION 15

CASH RETENTION PLAN

Embarq hereby acknowledges and agrees that it shall have full responsibility with respect to any Liabilities to Embarq Employees, Former Embarq Employees and Delayed Transfer Employees who are transferred to the Embarq Group prior to August 12, 2006, arising out of or relating to the arrangements listed on Schedule H to this Agreement, which were not otherwise satisfied as of the Distribution Date or, for a Delayed Transfer Employee, his or her Transfer Date. Sprint agrees to retain all Liabilities related to cash retention payments for each Delayed Transfer Employee whose Transfer Date is on or after August 12, 2006.

SECTION 16

ANNUAL INCENTIVE PLANS

Sprint shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations relating to any annual incentive plan for Sprint Employees for 2006 and thereafter, and Embarq shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations, relating to any annual incentive plan for Embarq Employees for 2006 and thereafter. As for each Delayed Transfer Employee, (a) Sprint shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations to such individual relating to any annual incentive plan for Sprint Employees for (i) any calendar year which comes before such individual’s Transfer Date and (ii) for any part of a calendar year which includes such individual’s Transfer Date if such individual is still an employee of Embarq or any member of the Embarq Group at the end of such calendar year, (b) Embarq shall be responsible for all Liabilities and fully perform, pay and discharge all annual bonus obligations to such individual relating to any annual incentive plan for Embarq Employees for the remainder of such calendar year and (c) the bonus, if any, payable by Sprint and by Embarq for any calendar year shall be a pro-rata part of the annual bonus which would have been payable if the Delayed Transfer Employee had been employed by Sprint or by Embarq for the entire calendar year, pro-rated with respect to his or her employment with Sprint based on Sprint’s then generally applicable pro-rate policy when payment is made and pro-rated with respect to his or her employment with Embarq based on Embarq’s then generally applicable pro-rate policy when payment is made. Notwithstanding the foregoing, in no event shall a Person receive a duplication of benefits under this Section 16.

SECTION 17

EQUITY INCENTIVE PLANS

17.1 EQUITY INCENTIVE AWARDS. This Section 17 sets forth obligations and agreements between the Parties with respect to the treatment of outstanding equity incentive awards under the Sprint Stock Plans as of the Distribution Time. Notwithstanding anything in this Agreement to the contrary (including, without limitation, Section 2.2), (a) Sprint shall treat employment by Embarq and each member of the Embarq Group as employment by Sprint under the Sprint Stock Plans with respect to outstanding Sprint Restricted Stock grants and Sprint RSU grants which are held by Embarq Employees and Delayed Transfer Employees (or which are held by Sprint Employees who, after the Distribution Time, with the consent of Sprint transfer to Embarq or any member of the Embarq Group) and (b) Embarq shall treat employment by Sprint and each member of the Sprint Group as employment by Embarq under the Embarq Equity Incentive Plan with respect to Embarq Restricted Stock grants and Embarq RSU grants which are held by Sprint Employees (or which are held by Embarq Employees or Delayed Transfer Employees who, after the Distribution Time or their respective Transfer Date, as applicable, with the consent of Embarq return to employment by Sprint or any member of the Sprint Group).

17.2 TREATMENT OF OUTSTANDING SPRINT OPTIONS.

(a) Sprint Employees . Each option to purchase shares of Sprint Common Stock (each, a “ Sprint Option ”) outstanding under the Sprint Stock Plans at the Distribution Time which is held by (i) any Person other than an Embarq Employee or (ii) any Embarq Employee who is on serial severance shall remain an option to purchase Sprint Common Stock issued under the Sprint Stock Plans (each such option, a “ Remaining Sprint Option ”). Each Remaining Sprint Option shall be subject to the same terms and conditions after the Distribution as the terms and conditions applicable to the corresponding Sprint Option immediately prior to the Distribution. The exercise price and number of shares subject to each Remaining Sprint Option shall be adjusted by action of the Sprint Committee under the applicable Sprint Stock Plan as follows: (i) the number of shares of Sprint Common Stock subject to each such Remaining Sprint Option shall be equal to the product of (x) the number of shares of Sprint Common Stock subject to the corresponding Sprint Option immediately prior to the Distribution Time and (y) the Sprint Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such Remaining Sprint Option shall be equal to the product of (x) the per-share exercise price of the corresponding Sprint Option immediately prior to the Distribution Time and (y) the Sprint Price Ratio, rounded up to the nearest whole cent.

(b) Embarq Employees . Each Sprint Option outstanding under the Sprint Stock Plans which is held by an Embarq Employee at the Distribution Time (other than an Embarq Employee who is on serial severance) shall be converted as of the Distribution Time into an option to purchase shares of Embarq Common Stock (each such option, an “ Embarq Option ”) pursuant to the terms of the Embarq Equity Incentive Plan subject to terms and conditions after the Distribution that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding Sprint Option immediately prior to the Distribution. Subject to Section 17.2(d), the exercise price and number of shares subject to such Embarq Option shall be

determined as follows: (i) the number of shares of Embarq Common Stock subject to each such Embarq Option shall be equal to the product of (x) the number of shares of Sprint Common Stock subject to the corresponding Sprint Option immediately prior to the Distribution Time and (y) the Embarq Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such Embarq Option shall be equal to the product of (x) the per-share exercise price of the corresponding Sprint Option immediately prior to the Distribution Time and (y) the Embarq Price Ratio, rounded up to the nearest whole cent.

(i) Each Sprint Option held by a Delayed Transfer Employee at the Distribution Time shall be adjusted under Section 17.2(a) on the same basis as any other Sprint Option.

(ii) Each Remaining Sprint Option outstanding under the Sprint Stock Plans held by a Delayed Transfer Employee on such Delayed Transfer Employee’s Transfer Date shall be converted as of such Transfer Date into an option to purchase shares of Embarq Common Stock (each such option, a “ Delayed Transfer Embarq Option ”) pursuant to the terms of the Embarq Equity Incentive Plan subject to terms and conditions after such Delayed Transfer Employee’s Transfer Date that are substantially similar to (to the extent practicable) the terms and conditions applicable to the corresponding Remaining Sprint Option immediately prior to such Delayed Transfer Employee’s Transfer Date. Subject to Section 17.2(d), the exercise price and number of shares subject to such Delayed Transfer Embarq Option shall be determined as follows: (i) the number of shares of Embarq Common Stock subject to each such Delayed Transfer Embarq Option shall be equal to the product of (x) the number of shares of Sprint Common Stock subject to the corresponding Remaining Sprint Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the Delayed Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of each such Delayed Transfer Embarq Option shall be equal to the product of (x) the per-share exercise price of the corresponding Remaining Sprint Option immediately prior to such Delayed Transfer Employee’s Transfer Date and (y) the Delayed Price Ratio, rounded up to the nearest whole cent.

(d) 409A . The Parties agree that (notwithstanding the conversion formula set forth in Section 17.2(b) and Section 17.2(c)(ii)) the Embarq Committee shall have the discretion, subject to the terms of the Tax Sharing Agreement, to effect option conversions under Section 17.2(b) and Section 17.2(c)(ii) using an alternative option conversion formula which satisfies the requirements of Section 409A of the Code if the Embarq Committee determines that such alternative option conversion formula may reduce shareholder dilution or otherwise would be in Embarq’s best interest, provided that such alternative option conversion formula (i) is consistent with the terms of the applicable equity plan and (ii) does not cause the option to become subject to taxation under Section 409A of the Code.

(e) Restriction on Exercisability of Options . The Parties acknowledge and agree that blackout periods may be implemented with respect to the Remaining Sprint Options, the Embarq Options and the Delayed Transfer Embarq Options for administrative reasons in accordance with the terms of the Sprint Stock Plans or the Embarq Equity Incentive Plan, as applicable.

17.3 TREATMENT OF OUTSTANDING SPRINT RESTRICTED STOCK.

Each Person who holds shares of Sprint Restricted Stock outstanding under a Sprint Stock Plan as of the Distribution Time shall continue to hold such shares of Sprint Restricted Stock and, in addition, shall receive a dividend of Embarq Common Stock and, except as provided in the next sentence, such Person shall be treated in the same manner at the Distribution Time as any other holder of outstanding shares of Sprint Common Stock. Except as otherwise expressly provided in any written agreement entered into prior to January 1, 2006 between Sprint and any Person who holds Sprint Restricted Stock, the Embarq Restricted Stock shall (to the extent practicable) be subject to the same terms, conditions and restrictions as the related Sprint Restricted Stock. If a share of Embarq Restricted Stock is forfeited, such share of stock shall revert to Embarq. If a share of Sprint Restricted Stock is forfeited, such share of stock shall revert to Sprint.

17.4 TREATMENT OF OUTSTANDING RESTRICTED STOCK UNITS.

(a) General Rule . Except as provided for under Section 17.4(b) or Section 17.4(c), each Person who holds a Sprint RSU (other than an Outstanding Founders’ Grant) which is outstanding under a Sprint Stock Plan as of the Distribution Time shall continue to hold such Sprint RSU and, in addition, shall (in lieu of any award related to Embarq Common Stock made pursuant to the terms of his or her Sprint RSU award) receive (i) a restricted stock unit award under the Embarq Equity Incentive Plan (each, an “ Embarq RSU ”) which reflects the number of shares of Embarq Common Stock that such Person would have received at the Distribution if such Person’s Sprint RSU had been Sprint Restricted Stock, rounded down to the nearest whole share, and (ii) cash from Embarq in lieu of a fractional Embarq RSU. Each such Embarq RSU grant shall (to the extent practicable) be made subject to the same terms, conditions and restrictions after the Distribution Time as the terms, conditions and restrictions applicable to the corresponding Sprint RSU immediately prior to the Distribution Time.

(b) Legacy Nextel Employee . As of the Distribution Time, the number of Deferred Shares that are held by a Person who was employed by Nextel Communications, Inc. or one of its Subsidiaries on or before August 12, 2005 (a “ Legacy Nextel Employee ”) shall be adjusted in accordance with the terms of the Nextel Equity Plan such that the number of Deferred Shares held by such Legacy Nextel Employee as of the Distribution Time equals the product of (x) the number of Deferred Shares held by him or her immediately prior to the Distribution Time, multiplied by (y) the Sprint Share Ratio, rounded down to the nearest whole unit, plus cash from Sprint in lieu of a fractional Deferred Share.

(c) Specified Embarq Executive . The Sprint RSUs (other than Outstanding Founders’ Grants) that, as of the Distribution Time, are held by any Embarq Employee who is, or as of the Distribution Time will become, a senior executive officer or director of Embarq, and whose award agreement for such Sprint RSUs specifically contemplates the conversion of such Sprint RSUs into Embarq RSUs as of the Distribution Time (each such person, a “ Specified Embarq Executive ”) shall be converted into that number of Embarq RSUs equal to the product of (x) the number of Sprint RSUs held by him or her immediately prior to the Distribution Time, multiplied by (y) the Embarq Share Ratio, rounded down to the nearest whole unit, plus cash from Embarq in lieu of a fractional Embarq RSU.

17.5 LIABILITIES FOR SETTLEMENT OF AWARDS.

(a) Settlement of Outstanding Sprint Restricted Stock . Sprint shall be responsible for all Liabilities associated with Sprint Restricted Stock (regardless of the holder of such awards) including any share delivery, registration or other obligations related to the settlement of the Sprint Restricted Stock award.

(b) Settlement of Outstanding Embarq Restricted Stock . Embarq shall be responsible for all Liabilities associated with Embarq Restricted Stock (regardless of the holder of such awards) including any share delivery, registration or other obligations related to the settlement of the Embarq Restricted Stock award.

(c) Settlement of Outstanding Sprint RSUs . Sprint shall (subject to Section 18) be responsible for all Liabilities associated with Sprint RSUs (regardless of the holder of such awards) including any share delivery, registration or other obligations related to the settlement of Sprint RSUs.

(d) Settlement of Outstanding Embarq RSUs . Embarq shall be responsible for all Liabilities associated with Embarq RSUs (regardless of the holder of such awards) including any share delivery, registration or other obligations related to the settlement of the Embarq RSUs.

(e) Settlement of Sprint Options . Sprint shall be responsible for all Liabilities associated with Sprint Options (regardless of the holder of such awards) including any option exercise, share delivery, registration or other obligations related to the exercise of the Sprint Options.

(f) Settlement of Embarq Options . Embarq shall be responsible for all Liabilities associated with Embarq Options (regardless of the holder of such awards) including any option exercise, share delivery, registration or other obligations related to the exercise of the Embarq Options.

(g) Tax Responsibilities . The Parties do not intend that this Section 17.5 have any effect on the allocation of tax benefits and tax withholding and reporting responsibilities as set forth in Schedule I to this Agreement.

17.6 DETRIMENTAL CONDUCT PROVISIONS. The Parties hereby acknowledge that any Detrimental Conduct Provisions applicable to any Sprint Employee, Embarq Employee, Former Embarq Employee, Former Sprint Employee or Delayed Transfer Employee with respect to Sprint Options, Sprint Restricted Stock, Sprint RSUs, Embarq Restricted Stock and Embarq RSUs shall continue in full force and effect following the Distribution. In addition, each Party agrees to use commercially reasonable efforts to provide the other Party with any Information reasonably requested by the other Party in connection with the enforcement of such Detrimental Conduct Provisions; provided, however (i) with respect to any Embarq Employee holding Sprint

Options which were adjusted pursuant to Section 17.2(a) of this Agreement and any Embarq Employee or Delayed Transfer Employee holding Sprint RSUs or Sprint Restricted Stock, and (ii) with respect to any Sprint Employee or Former Sprint Employee holding Embarq RSUs or Embarq Restricted Stock, each Party hereby waives any violation of the Detrimental Conduct Provisions that may affect such aforementioned equity awards held by such respective persons that would otherwise be caused by (A) any theory that an Embarq Employee or Delayed Transfer Employee is in competition with Sprint or a member of the Sprint Group solely because he or she becomes associated with, employed by, renders services to, or owns any interest in Embarq or a member of the Embarq Group and (B) any theory that a Sprint Employee is in competition with Embarq or a member of the Embarq Group solely because he or she becomes associated with, employed by, renders services to, or owns any interest in Sprint or a member of the Sprint Group. The Parties acknowledge that Former Sprint Employees and Former Embarq Employees are not in competition with Embarq or Sprint, respectively, solely by reason of their status as a Former Sprint Employee or Former Embarq Employee.

17.7 SEC REGISTRATION. The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the SEC with respect to the long-term incentive awards described in this Section 17, to the extent any such registration statement is required by applicable Law. Sprint shall be responsible for taking all appropriate action to continue to maintain and administer the Sprint Stock Plans and the awards granted thereunder so that they comply with applicable Law, including, without limitation, continued compliance with, and qualification under, Section 16 of the Securities Exchange Act of 1934, as amended and the registration requirements under the Securities Act of 1933. Embarq shall be responsible for taking all appropriate action (a) to adopt and administer the Embarq Equity Incentive Plan and the awards granted thereunder (including by way of conversion pursuant to Section 17.2(b) or 17.2(c)(ii) of this Agreement) so that it and they comply with applicable Law, including, without limitation, compliance with, and qualification under, Section 16 of the Securities Exchange Act of 1934, as amended, and (b) to register the shares for issuance under the Embarq Equity Incentive Plan or any other equity-based plan of Embarq (including shares acquired by conversion pursuant to Section 17.2(b) or 17.2(c)(ii) of this Agreement), including the filing of a registration statement on an appropriate form with the U.S. Securities and Exchange Commission.

17.8 EMBARQ EMPLOYEES. Subject to the terms of the Tax Sharing Agreement, the Embarq Committee shall have full discretion to grant options to purchase Embarq Common Stock, award restricted stock or restricted stock units of Embarq or grant other forms of compensation that are derived from the value of the equity of Embarq, provided that the exercise of such discretion does not cause a materially adverse tax or accounting effect on Sprint or any member of the Sprint Group.

SECTION 18

OUTSTANDING FOUNDERS’ GRANTS

Sprint shall retain responsibility for all Liabilities and fully perform, pay and discharge all obligations in cash, when such obligations become due, relating to and under the terms of the

Outstanding Founders’ Grants held, as of the Distribution Date by members of Embarq’s Board of Directors and Embarq Participants, and held, as of their respective Transfer Date, by each Delayed Transfer Employee, and Embarq shall reimburse Sprint for such payments made to members of Embarq’s Board of Directors, Embarq Participants and Delayed Transfer Employees.

SECTION 19

CAROLINA VEBA AND TEXAS TRUST

19.1 CAROLINA VEBA. Carolina Telephone and Telegraph Company, a subsidiary of Embarq, sponsors the Carolina Telephone and Telegraph Company Voluntary Employee Beneficiary Association (the “ VEBA ”), the assets of which are held in a trust which is a part of the VEBA (the “ VEBA Trust ”). The sponsorship of the VEBA and the VEBA Trust will remain with Carolina Telephone and Telegraph Company following the Distribution Date. All Liabilities associated with any Sprint Employee participating in the VEBA shall be assumed by Sprint. No portion of the VEBA Trust shall be transferred to Sprint.

19.2 TEXAS TRUST. United Telephone Company of Texas, a subsidiary of Embarq, sponsors the Sprint Corporation Post-Retirement Trust, a trust which is a welfare benefit fund described in Section 419 of the Code. The sponsorship of this trust will remain with United Telephone Company of Texas following the Distribution Date. No portion of the assets of this trust will be transferred to Sprint.

SECTION 20

PAID TIME OFF AND PAYROLL

20.1 PAID TIME OFF. Effective as of the Distribution Date for Embarq Employees and effective as of the Transfer Date for each Delayed Transfer Employee, Embarq shall, or shall have caused one or more members of the Embarq Group, to assume all Liabilities for vacation time, sick time and other time-off benefits with respect to such individuals, in each case, regardless of whether such Liabilities relate to claims incurred before, on or after the Distribution Date or, where applicable, a Transfer Date, and Embarq agrees to pay, perform and discharge all such Liabilities. Effective as of the Distribution Date, Embarq shall credit each Embarq Employee with the amount of accrued but unused vacation time, sick time and other time-off benefits pursuant to this Section 20 as of the Distribution Date, and with respect to each Delayed Transfer Employee, his or her accruals as of his or her Transfer Date. Notwithstanding the forgoing, Embarq shall not be required to credit any Embarq Employee or Delayed Transfer Employee with any accrual to the extent that a benefit attributable to such accrual is provided by the Sprint Group.

20.2 PAYROLL. If there are any Liabilities for accrued salary or wages on Sprint’s payroll books and records for an Embarq Employee on the Distribution Date, Embarq shall assume and discharge such Liabilities with respect to such Embarq Employee as of the Distribution Date. If there are any Liabilities for accrued salary or wages on Sprint’s payroll books and records for a Delayed Transfer Employee on his or her Transfer Date, Sprint shall retain and discharge such Liabilities as of his or her Transfer Date.

SECTION 21

TAX AND ADMINISTRATIVE MATTERS

Schedule I sets forth the agreement of the Parties with respect to the treatment for certain tax and administrative purposes of the matters which are subject to this Agreement.

SECTION 22

INDEMNIFICATION

Article 6 of the Separation and Distribution Agreement shall apply to this Agreement as if such Article 6 were set forth in this Agreement.

SECTION 23

GENERAL AND ADMINISTRATIVE

23.1 SHARING OF INFORMATION. Sprint and Embarq (acting directly or through members of the Sprint Group or Embarq Group, respectively) shall provide to the other and their respective agents and vendors all Information in accordance with Article 5 of the Separation and Distribution Agreement. The Parties also hereby agree to enter into any business associate agreements that may be required for the sharing of any Information pursuant to this Agreement to comply with the requirements of HIPAA.

23.2 TRANSFER OF PERSONNEL RECORDS AND AUTHORIZATIONS. Subject to applicable Law, on the Distribution Date, Sprint shall transfer and assign to Embarq all personnel records (“Personnel Records”), all immigration documents, including I-9 forms and work authorizations (“Immigration Records”), all payroll deduction authorizations and elections, whether voluntary or mandated by law, including but not limited to W-4 forms and deductions for benefits such as insurance, FlexCare and retirement savings, charitable giving, and purchases at the fitness center, restaurants or other merchants on Sprint’s Overland Park campus (“Payroll Forms”), and all short term disability records, Family and Medical Leave Act records, insurance beneficiary designations, FlexCare enrollment confirmations, attendance, and return to work information (“Benefit Management Records”) relating to Embarq Participants. Sprint shall transfer and assign to Embarq all Personnel Records, Immigration Records, Payroll Forms and Benefit Management Records relating to Delayed Transfer Employees on the Transfer Date for the Delayed Transfer Employee. Sprint, however, may retain originals of, copies of, or access to Personnel Records, Immigration Records, Payroll Forms and Benefit Management Records as long as necessary to provide services to Embarq or on its behalf pursuant to a Transition Services

Agreement. Immigration Records will, if and as appropriate, become a part of Embarq’s public access file. Embarq will use Personnel Records, Payroll Forms and Benefit Management Records for all lawful purposes, including calculation of withholdings from wages and personnel management.

23.3 REASONABLE EFFORTS/COOPERATION. Each of the Parties will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement. The provisions of Section 5.07 of the Separation and Distribution Agreement shall apply to any Action or Third Party claim to which an employee, director, member or Benefit Plan of the Sprint Group or Embarq Group is involved to the extent that such Action or Third Party Claim relates to this Agreement or any such Benefit Plan.

23.4 EMPLOYER RIGHTS. Nothing in this Agreement shall prohibit Embarq or any member of the Embarq Group from amending, modifying or terminating any Embarq Benefit Plan, at any time within its sole discretion provided that any such amendment, modification or termination shall not relieve Embarq from any obligation herein and shall comply with the requirements of the Tax Sharing Agreement. Nothing in this Agreement shall prohibit Sprint or any member of the Sprint Group from amending, modifying or terminating any Sprint Benefit Plan, at any time within its sole discretion provided that any such amendment, modification or termination shall not relieve Sprint from any obligation herein and shall comply with the requirements of the Tax Sharing Agreement.

23.5 NO THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement, including any Embarq Participant and any Sprint Participant. Furthermore, nothing in this Agreement is intended (i) to confer upon any employee or former employee of Sprint, Embarq or any member of the Sprint Group or Embarq Group any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave, or (ii) to be construed to relieve any insurance company of any responsibility for any employee benefit under any Benefit Plan or any other Liability.

23.6 CONSENT OF THIRD PARTIES. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner; provided, however, Embarq shall not have any obligation under this Agreement to Sprint to obtain a novation with respect to obligations which Sprint or any member of the Sprint Group might have with respect to any Embarq Participant.

23.7 BENEFICIARY DESIGNATION/RELEASE OF INFORMATION/RIGHT TO REIMBURSEMENT. To the extent permitted by applicable Law and except as otherwise

provided for in this Agreement, all beneficiary designations, authorizations for the release of Information and rights to reimbursement made by or relating to Embarq Participants under Sprint Benefit Plans shall be transferred and assigned to and be in full force and effect under the corresponding Embarq Benefit Plans until such beneficiary designations, authorizations or rights are replaced or revoked by, or no longer apply to, the relevant Embarq Participant.

23.8 NOT A CHANGE IN CONTROL. The Parties acknowledge and agree that the transactions contemplated by the Separation and Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Sprint Benefit Plan or Embarq Benefit Plan.

23.9 NO NOVATION. The Parties do not intend that any provision of this Agreement or the fact of any individual’s participation in the negotiation of this Agreement or any individual’s employment by Embarq or any member of the Embarq Group constitute an implied novation with respect to any obligations which Sprint or any member of the Sprint Group might have with respect to such individual .

SECTION 24

MISCELLANEOUS

24.1 EFFECT IF DISTRIBUTION DOES NOT OCCUR. Notwithstanding anything in this Agreement to the contrary, if the Separation and Distribution Agreement is terminated prior to the Distribution Date, then all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to, as of or following the Distribution Date, or otherwise in connection with the Separation, shall not be taken or occur except to the extent specifically agreed to in writing by Sprint and Embarq and neither Party shall have any Liabilities to the other Party under this Agreement.

24.2 RELATIONSHIP OF PARTIES. Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership, joint venture or other fiduciary relationship between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth in this Agreement.

24.3 INDIRECT ACTION. Each of Sprint and Embarq shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed indirectly by such Party or by the Sprint Group or the Embarq Group, respectively.

24.4 NOTICES. All notices, requests, claims, demands and other communications under this Agreement shall be provided in accordance with the Notice provision of the Separation and Distribution Agreement.

24.5 ENTIRE AGREEMENT. This Agreement, the Separation and Distribution Agreement, and each other Ancillary Agreement, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to in this Agreement and in any such Ancillary Agreement, shall together constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all prior negotiations, agreements and understandings of the Parties of any nature, whether oral or written, with respect to such subject matter.

24.6 AMENDMENTS AND WAIVERS. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by an authorized officer of each Party. Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition herein may be waived by the Party entitled to the benefits thereof only by a written instrument signed by an authorized officer of the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

24.7 GOVERNING LAW. This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to the conflicts of laws principles thereof.

24.8 HEADINGS. The section and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

24.9 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Agreement.

24.10 ASSIGNMENT. This Agreement may not be assigned by either Party except as provided in the Separation and Distribution Agreement with respect to an assignment under such Separation and Distribution Agreement.

24.11 SEVERABILITY. The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term or provision of this Agreement, which shall remain in full force and effect; provided, however, if any term or provision of this Agreement is determined to be invalid or unenforceable, the Parties shall negotiate in good faith to amend such term or provision so that it will be valid and enforceable. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each Party hereby agrees that such restriction may be enforced to the maximum extent permitted by Law, and each Party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


Sprint Nextel Corporation

By:		/s/ SANDRA J. PRICE
Name:		Sandra J. Price
Title:		Senior Vice President, Human Resources

Embarq Corporation

By:		/s/ E.J. HOLLAND, JR.
Name:		E.J. Holland, Jr.
Title:		Senior Vice President - Human Resources

Exhibit 2.3

TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT

THIS TRADEMARK ASSIGNMENT AND LICENSE AGREEMENT, dated as of May 17, 2006 (“ Effective Date ”), is made and entered by and among Sprint Nextel Corporation, a Kansas corporation on behalf of itself and its all of its controlled affiliates (“ Sprint ”), on the one hand, and Embarq Corporation, a Delaware corporation (“ Embarq ”), and the other parties set forth on the signature pages to this agreement (collectively with Embarq, the “ Embarq Group ”).

RECITALS

A. Sprint and Embarq entered into a Separation and Distribution Agreement, dated as of May 1, 2006 (the “ Distribution Agreement ”). Capitalized terms used and not otherwise defined in this agreement will have the meanings ascribed to such terms in the Distribution Agreement).

B. In connection with the Distribution Agreement, Sprint assigns certain trademarks, service marks, design marks and logos as set forth on Attachment A (the “ Assigned Marks ”) to Embarq, pursuant to the terms and subject to the conditions of this agreement.

C. In connection with the Distribution Agreement, Sprint and Embarq agree to a transitional phase-out period during which Embarq desires to utilize, and Sprint is willing to permit the utilization of, certain trademarks, service marks, design marks and logos as set forth on Attachment B as the parties may mutually agree to amend from time to time (the “ Sprint Marks ”) in connection with the telecommunications, equipment distribution and related products and services to be provided by Embarq, pursuant to the terms and subject to the conditions of this agreement.

NOW THEREFORE, in consideration of the of the premises and the mutual promises in this agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Sprint and the Embarq Group, Sprint and the Embarq Group hereby agree as follows:

Embarq Marks . Sprint assigns all of its right, title and interest in the Assigned Marks, including relevant trademark applications and registrations, and all goodwill associated with the Assigned Marks, to Embarq. Embarq will record the Memorandum of Assignment attached as Attachment C as it deems necessary and at its sole expense. Sprint will take additional steps and sign additional documents as reasonably requested by Embarq to perfect this assignment.

1.1

Sprint acknowledges that the Embarq Group is the owner of all right, title and interest in and to the Assigned Marks and other marks owned by the Embarq Group set forth on Attachment D as the parties may mutually agree to amend from time to time (together, the “ Embarq Marks ”), and Sprint further acknowledges that, subject to Section 1.3, it has no ownership interest in the Embarq Marks and will not acquire any ownership interest in the Embarq Marks by reason of this agreement. Sprint will take additional steps and sign additional documents as reasonably requested by Embarq to secure trademark registration or other intellectual-property protection for the Embarq Marks.

1.2

Sprint will not at any time do or knowingly permit to be done any act or thing that would or would reasonably be likely to impair the rights of the Embarq Group in and to the Embarq Marks or adversely affect the validity of the Embarq Marks.

1.3

For the avoidance of doubt, Sprint may use portions of the Embarq Marks that it reasonably determines are descriptive or generic. For example, although EMBARQ SELECT SOLUTIONS is an Embarq Mark, Sprint could use “SELECT SOLUTIONS” without violating this Agreement.

License of Sprint Marks . Subject to the terms and conditions of this agreement, the Embarq Group will have a non-exclusive, revocable (under Section 7.1), royalty-free right to use the Sprint Marks in the conduct of its business in a manner substantially consistent with its current use throughout the Term (as defined in Paragraph 6). The Embarq Group acquires no right or interest in any other Sprint trademark, service mark, corporate name, trade name, trading style, logo or any other indicia. The Embarq Group will also have a revocable, non-exclusive, royalty-free right to use the Sprint Marks in combination with the Embarq Marks consistent with the use identified in Attachment E and other mutually agreed uses, with the descriptive phrases “Your telecommunications company is becoming EMBARQ” and “Your telecommunications company is now EMBARQ.” The Embarq Group agrees that it will not use the Sprint Marks in connection with any domain names, except as permitted in the Transition Services Agreement.

Ownership of Sprint Marks . The Embarq Group acknowledges that Sprint is the owner of all right, title and interest in and to the Sprint Marks, and the Embarq Group further acknowledges that it has not acquired any ownership interest in the Sprint Marks and will not acquire any ownership interest in the Sprint Marks by reason of this agreement. All goodwill from the Embarq Group’s use of the Sprint Marks will inure to Sprint’s benefit.

3.1

The Embarq Group will not at any time do or knowingly permit to be done any act or thing that would or would reasonably be likely to impair the rights of Sprint in and to the Sprint Marks, adversely affect the validity of the Sprint Marks or disparage or defame Sprint.

Protection of Trademark Rights . If the Embarq Group becomes aware of any activities amounting to possible infringement or unlawful interference with the Sprint Marks or any part of the Sprint Marks, the Embarq Group will immediately notify Sprint of the possible infringement or unlawful interference and, at Sprint’s request, provide Sprint with its reasonable assistance and cooperation. Sprint will, in its sole discretion, determine the course of action to be taken. Sprint will reimburse the Embarq Group for all reasonable out-of-pocket costs and expenses, including reasonable attorneys fees, incurred as a result of such assistance and cooperation.

Quality Control . Any use of the Sprint Marks by the Embarq Group will be in accordance with the high quality standards of Sprint as exemplified by Embarq’s past use of the Sprint Marks. The Embarq Group will adhere to the trademark usage guidelines attached as Attachment F. The Embarq Group will provide representative samples of its use of the Sprint Marks to Sprint upon Sprint’s request, but Sprint will not request samples more frequently than once ever six months (except as reasonably necessary to confirm Embarq’s cure of a noticed material breach under Section 7.1).

6.	Indemnity . All claims for indemnification with respect to the subject matter of this agreement, will be governed by Article 6 of the Distribution Agreement, as if that Article were incorporated directly into this agreement.

7.	Term . This agreement will be in effect for 24 months after the Effective Date, unless earlier terminated as provided under this Section 7 or extended by mutual agreement of the parties (the “ Term ”).

7.1

Subject to Section 13, either party may terminate this agreement upon 60 days written notice if the other party materially breaches this agreement and does not cure the breach to the non-breaching party’s reasonable satisfaction within that 60-day period.

7.2

Upon the termination or expiration of this agreement, the rights and license granted hereunder will revert to Sprint, and the Embarq Group thereafter will not in any way use the Sprint Marks, except as contemplated by this Section 7.2. Any remaining inventory of the Embarq Group products under the control of any member of the Embarq Group that have the Sprint Marks will either be returned to Sprint or destroyed, or disposed of in another manner as directed by Sprint, at Sprint’s sole discretion. If destroyed, Embarq will provide Sprint with written confirmation that all such items have been destroyed and the manner of destruction. For purposes of this agreement, any use of opaque overlays or stickers on products will be deemed to be a destruction of the products, provided that the overlays and stickers are of good quality, cannot be easily removed and fully mask the Sprint Marks, to the satisfaction of Sprint. The Embarq Group will use commercially reasonable efforts to eliminate use of the Sprint Marks prior to the termination or expiration of this agreement. But the parties acknowledge that certain references or uses of the Sprint Marks may be impracticable or impossible to identify and replace by termination or expiration of the agreement. Examples of these uses include the incidental appearance of the Sprint Marks on utility poles, manhole covers or right of way markers. Any such incidental or de minimus use will not be considered a breach of this agreement.

7.3

Any rights or obligations that will have arisen under this agreement prior to the effective date of termination and any rights or obligations arising under this agreement, if applicable, will remain in effect following termination. Termination of this agreement will not be a waiver of any other remedies available to Sprint or the Embarq Group.

8.	Reservation of Rights . Sprint reserves all of its rights pertaining to the subject matter hereof not specifically granted in this agreement to the Embarq Group.

Relationship of Parties . This agreement does not constitute any member of the Embarq Group as the agent or legal representative of Sprint nor does it constitute Sprint as the agent or legal representative of any member of the Embarq Group. Neither the Embarq Group nor Sprint will have any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner.

10.

No Assignment . No member of the Embarq Group will transfer or assign, by contract, by operation of law, by merger, by corporate change or by acquisition or otherwise, any of the license rights granted in this agreement by Sprint to any trustee in bankruptcy, court receiver, firm, corporation or any other Person without the prior written consent of Sprint. Any attempted assignment or delegation in contravention of this provision will be void.

11.

Notices and Statements . All notices to the parties provided for in agreement will be sent in accordance with the provisions of Section 8.04 of the Distribution Agreement, as if that Section were incorporated directly into this agreement, except that any notices to any member of the Embarq Group will be sent to Embarq and be deemed received by all members of the Embarq Group.

12.	Governing Law . The validity, interpretation and enforcement of this agreement will be governed by the laws of the State of Delaware, other than the choice of law provisions thereof.

13.

Dispute Resolution . Any party may give the other party notice of any dispute not resolved in the normal course of business. Within five business days after delivery of such notice, the appropriate brand manager levels at Sprint and Embarq will meet at a mutually acceptable time and place (including via conference call), and as often as they reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute. If the parties are unable to resolve the dispute at the brand manager level within 10 business days after delivery of the notice, the responsible director levels responsible for brand management at Sprint and Embarq will meet and attempt to resolve the dispute. If the parties are unable to resolve the dispute at the director level within 20 business days after delivery of the notice, the responsible Sprint and Embarq Vice Presidents will meet and attempt to resolve the dispute. If after 30 business days from the delivery of the notice the parties are unable to resolve the dispute at the Vice President level, the Chief Operating Offers of Sprint and Embarq will meet and attempt to resolve the dispute. If after 60 business days from the delivery of the notice the Chief Operating Officers are unable to resolve the dispute, the parties may resort to any other of their rights and remedies under this Agreement or otherwise.

14.	Partial Invalidity . Any non-material provision of this agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of the invalidity or unenforceability without rendering invalid or unenforceable the

remaining provisions of this agreement or affecting the validity or enforceability of any of the provisions of this agreement in any other jurisdiction. The parties will negotiate in good faith to amend this agreement to replace the unenforceable language with enforceable language which as closely as possible reflects the intent of the parties.

15.

Modification of Agreement and Waiver . This agreement may not be amended except by a writing executed by Sprint and Embarq. Failure of a party to enforce one or more of the provisions of this agreement or to exercise any option or other rights hereunder or to require at any time performance or any of the obligations hereof will not be construed to be a waiver of such provisions by such party nor to, in any way, affect the validity of this agreement or such party’s right thereafter to enforce each and every provision of this agreement, nor to preclude such party from taking any other action at any time which it would legally be entitled to take.

16.

Remedies . If Sprint notifies the Embarq Group that the Embarq Group is using a Sprint Mark beyond an Expiration Date set forth in Attachment B, and that breach was inadvertent, then the Embarq Group must cure that breach within 30 days after Sprint’s notice (or such longer period of time that is reasonably necessary if the breach cannot be cured within 30 days) and advise Sprint of its corrective action. If Sprint notifies the Embarq Group that the Embarq Group has breached this Agreement, and that breach was intentional and unrelated to Sprint’s divestiture of the Embarq Group, then the Embarq Group must cure that breach within five business days after Sprint’s notice and advise Sprint of its corrective action. If the Embarq Group fails to cure a breach as required by this Section, then Sprint may pursue other remedies it has at law or in equity.

16.1

In the event Sprint uses any remedy afforded by this agreement, Sprint will not be deemed to have waived any other rights or remedies available to it under this agreement or otherwise.

17.

Entire Agreement . This agreement, together with the Distribution Agreement and Ancillary Agreements represents the entire agreement of the parties relating to the matters described in this agreement, and no prior representations or agreements, whether written or oral, will be binding on any party unless incorporated into this agreement or agreed to by the party in a writing signed by the party on or after the date of this agreement.

* * *

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the date first above written.


	SPRINT NEXTEL CORPORATION
(Corporate Seal)

	By:	/s/ CHARLES WUNSCH
	Name:	Charles Wunsch
	Title:	Vice President
	Date:	May 12, 2006

	EMBARQ CORPORATION
(Corporate Seal)

	By:	/s/ MICHAEL B. FULLER
	Name:	Michael B. Fuller
	Title:	Chief Operating Officer
	Date:	May 12, 2006

	EMBARQ COMPANY HOLDINGS LLC
(Corporate Seal)

	By:	/s/ MICHAEL B. FULLER
	Name:	Michael B. Fuller
	Title:	President
	Date:	May 12, 2006

ATTACHMENT A

ASSIGNED MARKS


MARK		U.S. REGISTRATION NO.
Digilink		1954862
Empowered Education		2919850
Line Guard		2020331
MessageLine		1615321
OneOneOne		2668261
SignalRing		2871122
Translink		1954863

ATTACHMENT B

SPRINT MARKS

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ATTACHMENT C

MEMORANDUM OF ASSIGNMENT

This Trademark Assignment from Sprint Nextel Corporation, a Kansas corporation (“Assignor”), to Embarq Corporation, a Delaware corporation (“Embarq”) is effective May 17, 2006.

RECITALS

•

Assignor owns the trademarks and U.S. Registration Nos. set forth below (together, the “Marks”); and

•

Embarq wants to acquire Assignor’s right, title and interest in and to the Marks.

ASSIGNMENT

THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor irrevocably assigns to Embarq all rights, title and interest in and to the Marks, the goodwill of the business associated with the Marks, and the corresponding U.S. trademark registrations:


MARK		U.S. REGISTRATION NO.
Digilink		1954862
Empowered Education		2919850
Line Guard		2020331
MessageLine		1615321
OneOneOne		2668261
SignalRing		2871122
Translink		1954863


ASSIGNOR:

SPRINT NEXTEL CORPORATION

By:		/s/ CHARLES WUNSCH
Its:		Vice President

Date: May 17, 2006

ATTACHMENT D

MARKS OWNED BY THE EMBARQ GROUP


MARK		Serial/Reg. No
Centel Cellular		1522107
Premier		1526635
Premier		1540516
Premier		1520910
Premier		1489188
Premier		1442907
Premier		1398340
Premier ESP		1542285
ProtegeVoice		2342178
Tel-A-Mart		1122349
The Monitor		1440607
Digilink		1954862
Empowered Education		2919850
Line Guard		2020331
MessageLine		1615321
OneOneOne		2668261
SignalRing		2871122
Translink		1954863
Graphite Networks		78581848
Premier		1329316
Protégé		2204138

Other Embarq Marks:

Embarq Pinnacle

Embarq Clear Package

Embarq Clear Plus

Embarq Select Solutions

Embarq Solid International Solutions

Embarq Solid Solutions

ATTACHMENT E

PERMITTED COMBINED USE OF SPRINT MARKS AND EMBARQ MARKS

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ATTACHMENT E (continued)

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ATTACHMENT F

SPRINT MARK GUIDELINES

(see attached)

LOGO


The Sprint Logo The Sprint logo is the core of our visual identity and must be reproduced using original art. Approved artwork is available to Sprint associates at http://brand. Artwork is also available for agencies at www.sprint.com/brand The Sprint logo should never be altered in any way or used as part of a business unit name, product name or service name. The logo should never appear as part of a sentence. Trademark Use The Sprint name and logo are registered trademarks. The ^® symbol must be used on all printed materials except stationery, business cards and signs. If you have questions related to trademarks, visit the Sprint Law Department at http://pinpoint.corp.sprint.com/law/law/generalservices/trademark/ Logo Sizing The minimum size for the Sprint logo is one inch measured horizontally. However, certain standard print applications have minimum sizes larger than one inch. Please refer to the complete Sprint Brand Identity Standards at http://brand for the correct sizes for these applications. Minimum Size

LOGO

Positioning and Aligning the Logo


Staging Area
The staging area is a clear, uncluttered space that surrounds the Sprint logo. The minimum staging area is equal to the full height of the Sprint diamond.
Logo Placement The Sprint logo must be placed in the top or bottom 20% of any printed communication. The left side is preferred to allow for vertical alignment. Vertical Alignment Vertical alignment is one of the most important features of printed Sprint communications. Alignment with the logo creates a structured relationship between it and the other elements on a page, helps it to stand out and helps maintain a clean layout. To achieve vertical alignment, key design elements must be aligned with the left edge of the “S” in the Sprint logo. Keep in mind that enough elements must align to ensure that the alignment is obvious and impactful. Horizontal Alignment Limiting the text that may appear in the horizontal axis of the logo helps put emphasis on the logo and ensure a clean layout. For this reason, only minor text elements may sit on the horizontal axis (along the base line of the logo.) These include page numbers, dates, form numbers, toll-free numbers or URLs. Only one of these elements may be used at a time, and it must be positioned as far from the logo as possible. In addition to the elements listed above, an approved tag line may also be used in the horizontal axis of the logo. Approved tag lines are those being used consistently across all communications for a business unit or corporate message. For information on approved tag lines, visit the brand web site or contact CBM.

LOGO


		Color
		Sprint Red, Sprint Gray and white are closely associated with the Sprint Brand and should dominate every piece.
		Sprint Gray may be used in tints of 20%, 40%, 60% and 80%.
		Sprint colors must be used in the correct proportions:
		• 30% of a communication must be reserved for white space, the remaining 70% for content.
		• The maximum proportion of Sprint Red to white is 50%.
		• Use of Sprint Gray is required and must equal at least 30% but no more than 50% of the amount of Sprint Red.
		The secondary color palette must be used only for accent and in the correct proportions. Keep in mind that it exists purely to support the primary palette (Sprint Red, Sprint Gray and white), therefore never use secondary colors for type or as a large field of background color. In layout, secondary colors must be no more than 1/4 the amount of Sprint Red.
		Please note that the samples on this page are coated color. Uncoated colors and stock may produce slightly different color tones than those shown here.
		The colors shown throughout this manual have not been evaluated by Pantone, Inc. for accurate PANTONE ^® Color Standards and may not match the PANTONE Color Standards. For accurate PANTONE Color Standards refer to the current edition of the PANTONE Color Formula Guide. PANTONE ^® is a registered trademark of Pantone, Inc. used under license.

LOGO


Typography		Univers
		Univers 45 Light
Univers and Garamond are the only two approved Sprint typefaces. Use only the versions of Univers and Garamond typefaces shown at right; other styles are not allowed. For all communications, follow these rules:		Univers 55 Regular Univers 65 Bold Univers 75 Black

• Set type in upper and lower case. Use all caps only to emphasize a single word, such as “FREE”,
		Univers 45 Light Oblique (Italic)
• Align type flush left and ragged right.		Univers 55 Oblique (Italic)
		*Univers 65 Bold Oblique (Italic)*
• Never change the kerning or letterspacing.		*Univers 75 Black Oblique (Italic)*

		Univers 47 Condensed Light
• Set type only in Sprint Red, Sprint Gray, black or white.		Univers 57 Condensed Regular
		Univers 67 Condensed Bold
• Never distort typefaces or add effects.
		Univers 47 Condensed Light Oblique (Italic)
		Univers 57 Condensed Oblique (Italic)
Univers		*Univers 67 Condensed Bold Oblique (Italic)*
Univers is for display text (headlines, banners, etc.), short body copy and when a call-to-action is positioned close to the Sprint logo.
		Garamond
Garamond		Garamond Book
Garamond Book may be used only for body copy. No other weights should be used. Garamond Book Italic and Bold should only be used to emphasize an occasional word or phrase within text.

Sprint employees can download the approved families of both typefaces from the brand site at http://brand

LOGO

Imagery


Photography These five guidelines should guide all of your decisions when choosing imagery. Images should: • Support the message. • Be high quality — professionally cropped or retouched. • Reflect a benefit associated with the message. • Not be obvious or over-used. • Support the Sprint Brand attributes. Illustrations In certain applications, illustration may be more effective than photography or text. Adhere to the following rules for all illustrations; • Use only illustrations with clean lines that are easy to understand. • Illustrations may be reproduced only in Sprint primary or secondary colors. • Use only professional and contemporary looking illustrations. • Use illustrations that deliver on the Sprint Brand Positioning. • Avoid incorporation of text except where symbolic and intuitve as the “STOP” on a stop sign. To access pre-approved photography options, go to the Sprint Image Library at www.sprint.com/imagelibrary

How to Use the Sprint Name


The Sprint Name		Correct Use of Sprint Name Sprint Sense ^® Sprint Phone Card ^SM Sprint FastConnect ^®
Typically, all Sprint products and services carry the Sprint name. This strategy helps convey a single brand across all communications, which reinforces our leadership role in the industry and enables every product to benefit from all advertising and marketing initiatives.
The Sprint logo should never be used as part of a product or service name. The Sprint product or service name should never be altered by any graphic element, including lines or changes in color. In Printed Materials The appropriate trademark designation must be used at the first mention of the product name in text and at the most prominent use of the product or service name in a printed document. Sprint in Copy Just as our logo should not be altered, our name should also remain unchanged. • Never use the Sprint name as a verb, as in “Sprint ahead!” • Never use the Sprint name as an unrelated noun, as in “the final Sprint.” • Avoid using Sprint in the possessive, as in “Sprint’s Brand Spirit.” For additional information related to the use of Sprint trademarks and the Sprint trade name, visit http;//pinpoint.corp.sprint.com/law/law/generalservices/trademark/

LOGO

The Sprint Brand

The Sprint Brand is not simply our logo, our name, a product or even our company. It is a promise of an expected experience with our products and our company. In order for our customers to trust us, our brand has to be consistently communicated at every point of contact in every communication and environment.

The Sprint Brand Positioning

The Sprint Brand Positioning was updated in 4004 to reflect the changes in our company. The updated positioning links with our corporate strategy and serves as a unifying statement that sets the focus for the enterprise.

Sprint challenges the way things are to provide the best customer experience

•

Being easiest to do business with

•

Providing useful innovation

•

Delivering complete solutions

This positioning is both aspirational and plausable. It drives all parts of the company to deliver the benefit of the positioning to employees and customers. The individual business unit positionings link to this overarching positioning.

To learn more about the Sprint Brand or the standards outlined in this overview, visit www.sprint.com/brand. For specific questions, please contact Corporate Brand Management at 800-627-2635, or via e-mail at brandgroup@mail.sprint.com

Exhibit 2.4

SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT

BETWEEN

SPRINT NEXTEL CORPORATION

AND

EMBARQ CORPORATION

This SOFTWARE AND PROPRIETARY INFORMATION AGREEMENT is made, effective as of the Distribution Date, by and between Sprint Nextel Corporation, a Kansas corporation (“ Sprint ”), and Embarq, a Delaware corporation (“ Embarq ”).

RECITALS

A. The Parties have entered into that certain Separation and Distribution Agreement (the “ SDA ”) dated as of May 1, 2006.

B. Pursuant to the SDA, the Parties desire to enter into this agreement with respect to Software and Proprietary Information (each as defined below) and the Patent Agreement.

Sprint and Embarq agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions . Terms used in this agreement with initial capital letters have the meaning set forth or cross-referenced below.

“ Customer Related Proprietary Information ” — see Section 3.01(c) .

“ Derivative Work ” means a work which is based upon one or more preexisting works, that is a revision, modification, translation, abridgment, condensation, expansion, collection, compilation, or any other form in which the preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization by the owner of a preexisting work, would constitute a copyright infringement. A Derivative Work includes only the expression of the work or the portion of the work protectible under copyright laws and does not extend to any other subject matter protectible under other intellectual property laws, including but not limited to trade secret or patent laws.

“ Embarq Business ” means the business and operations conducted by the Embarq Group on the Distribution Date.

“ Embarq Collaborators ” means (i) any Person that is authorized to sell telecommunication services under the Embarq” brand name or any successor brand name(s); or (ii) any Person to which any Embarq Group member is required by law, to provide services or products.

“ Embarq Group ” means Embarq and its Subsidiaries.

“ Embarq Materials ” — see Section 3.01(b) .

“ Embarq Proprietary Information ” — see Section 3.01(a) .

“Embarq Software” — see Section 2.01 .

“ Excluded IP ” — see Section 3.04(c) .

“ Excluded Software ” — see Section 2.04(c) .

“ Governmental Authority ” means any federal, state or local court, government, department, commission, board, bureau, agency, official or other regulatory or administrative authority.

“ Group ” means either the Sprint Group or the Embarq Group, as the context requires.

“ IPR Futures ” — see Section 5.01 .

“ Materials ” means documents, specifications, designs, plans, drawings or other tangible works of authorship, including any of the foregoing materials in electronic form, and any copyright rights therein (whether or not registered); except that, Materials does not include Software.

“ Person ” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity or Governmental Authority.

“ Primarily ” means used to a substantially greater extent so that, by comparison, use in another application or other business is immaterial, incidental or insignificant.

“ Proprietary Information ” means business, technical or other information, existing as of the Distribution Date, including information contained in Materials, which is proprietary to one or more members of either or both Groups and that derives economic value, actual or potential, from not being generally know to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including, without limitation, written opinions regarding the infringement, non-infringement, validity or invalidity of third party patents relating to the Embarq Business rendered by outside counsel.

“ SDA ” — see Recital A.

“ Software ” means any source or object code instructions for controlling the operation of a central processing unit or computer, but specifically excludes any patent rights.

Sprint Collaborators ” means (i) any Person that is authorized to sell telecommunication services under the “ Sprint, ” “ Sprint PCS, ” “ Nextel, ” “ Boost ” or other brand names of any Sprint Group member, or any successor brand name(s); or (ii) any Person to which any Sprint Group member is required by law to provide services or products.

“ Sprint Group ” means Sprint and its Subsidiaries; except that with respect to the asset transfers by the Sprint Group in Sections 2.01 and 3.01 , and the license grants by the Sprint Group in Sections 2.02 , 2.04 , 3.02 and 3.04 , the Sprint Group excludes all of the following and any Subsidiary of any of them: Nextel Communications Inc., U.S. Unwired Inc., Gulf Coast Wireless Limited Partnership, IWO Holdings Inc., Enterprise Communications Partnership, Alamosa Holdings, Inc. and Velocita Wireless Holding Corporation.

“ Sprint Materials ” — see Section 3.01(b) .

“ Sprint Proprietary Information ” — see Section 3.01(a) .

“ Sprint Software ” — see Section 2.01(d) .

“ Subsidiary ” of any Person means a corporation, company or other entity

(i) More than 50% of whose outstanding shares or equity securities are owned or controlled, directly or indirectly through one or more Subsidiaries, by such Person, and the shares or securities so owned entitle the owners to elect at least a majority of the members of the board of directors or other managing authority of such corporation, company or other entity or

(ii) Which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but more than 50% of whose ownership interest is, as of such date, owned or controlled, directly or indirectly through one or more Subsidiaries, by such Person, and in which that ownership interest entitles the owners to exercise corresponding control over decision-making.

“ Technical Proprietary Information ” means Proprietary Information regarding products, services, architectures, software, designs, or information related to the design of products and services. Technical Proprietary Information does not include financial information, customer information, or other information not directly related to the design of products and services.

“ Third Party ” means any Person other than a member of a Group.

ARTICLE 2

SOFTWARE

Section 2.01 Software Transfer to Embarq . Sprint hereby assigns and will cause each Sprint Group member to assign to the Embarq Group member designated by Embarq, subject to any applicable rights of Third Parties, all right, title and interest in any Software existing as of the Distribution Date owned by the Sprint Group that:

(a) is Primarily used in the Embarq Business; or

(b) is solely in the possession of an Embarq Group member, excluding any incidental possession by a Sprint Group member;

(d) is listed or described on Exhibit A (collectively, the “ Embarq Software ”)

All other proprietary software owned by Sprint or any Sprint Group member prior to the Distribution Date (the “ Sprint Software ”) is and will remain the exclusive property of the Sprint Group.

Section 2.02 Software License Grant to Embarq .

(a) Sprint hereby grants, and will cause each Sprint Group member that owns Sprint Software licensed by this Section to grant, to any Embarq Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to reproduce, distribute, publicly perform and display, prepare Derivative Works, and transmit any Sprint Software that, as of the Distribution Date:

(i) is in use to provide or support operations of any Embarq Group member; or

(ii) is in the possession of any Embarq Group member and is either reasonably required for the Embarq Business, or identified for future use by an Embarq Group member in a written development plan of the Embarq Group existing on the Distribution Date.

(b) Members of the Embarq Group have no right to sublicense under the grant of Section 2.02(a) except to:

(i) any Person who becomes an Embarq Group member;

(ii) a Person who is an Embarq Collaborator (but then only for so long as the collaborator relationship continues);

(iii) a Person who is licensed for the sole purpose of providing goods or services to members of the Embarq Group and to Embarq Collaborators (but then only for so long as the collaborator relationship continues); or

(iv) a Person who is a client or customer of an Embarq Group member to the extent necessary for the Person to use goods or services provided by an Embarq Group member.

Section 2.03 Software License Grant to Sprint

(a) Embarq hereby grants, and will cause each other Embarq Group member that owns Embarq Software licensed by this Section to grant, to any Sprint Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to reproduce, distribute, publicly perform and display, prepare Derivative Works, and transmit any Embarq Software that as of the Distribution Date:

(i) is in use to provide or support operations of any Sprint Group member,

(ii) is in the possession of any Sprint Group member and is either reasonably required for the business of any Sprint Group member as conducted on the Distribution Date, or identified for future use by a Sprint Group member in a written development plan of the Sprint Group existing on the Distribution Date; or

(iii) is being developed Primarily for any Sprint Group member but is not in use by any Sprint Group member.

(b) Sprint and members of the Sprint Group have no right to sublicense under the grant of Section 2.03(a) except to:

(i) any Person who becomes a Sprint Group member;

(ii) a Person who is a Sprint Collaborator (but then only for so long as the collaborator relationship continues);

(iii) a Person who is licensed for the sole purpose of providing goods or services to members of the Sprint Group and to Sprint Collaborators (but then only for so long as the collaborator relationship continues); or

(iv) a Person who is a client or customer of a Sprint Group member to the extent necessary for the Person to use goods or services provided by a Sprint Group member.

Section 2.04 Conversion to Unrestricted License for Software.

(a) Effective upon the 5 ^th anniversary of the Distribution Date, Embarq hereby grants, and will cause each other Embarq Group member that owns Embarq Software to grant, to any Person that is then a Sprint Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to reproduce, distribute, publicly perform and display, prepare Derivative Works, license, sublicense and to exercise all other rights whether now known or later created, to all Embarq Software that

(i) is not Excluded Software,

(ii) is licensed under Section 2.03 to a member of the Sprint Group, or

(iii) was in possession of a Sprint Group member as of the Distribution Date.

There is no obligation to provide Embarq Software after the Distribution Date. No rights are granted to any Derivative Work created by any Embarq Group member after the Distribution Date.

(b) Effective upon the 5 ^th anniversary of the Distribution Date, Sprint hereby grants, and will cause each other Sprint Group member that owns Sprint Software, to grant, to any Person that is then an Embarq Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to reproduce, distribute, publicly

perform and display, prepare Derivative Works, license, sublicense and to exercise all other rights whether now known or later created, to all Sprint Software that

(i) is not Excluded Software,

(ii) is licensed under Section 2.02 to a member of the Embarq Group, or

(iii) was in possession of an Embarq Group member as of the Distribution Date.

There is no obligation to provide Sprint Software after the Distribution Date. No rights are granted to any Derivative Works created by any Sprint Group member after the Distribution Date.

(c) “ Excluded Software ” means: under Section 2.04(a) , any Embarq Software that was the subject of a claim for unauthorized use made against a Sprint Group member by an Embarq Group member on or before the 3 ^rd anniversary of the Distribution Date; and, under Section 2.04(b) , any Sprint Software that was the subject of a claim for unauthorized use made against an Embarq Group member by a Sprint Group member on or before the 3 ^rd anniversary of the Distribution Date.

ARTICLE 3

PROPRIETARY INFORMATION AND MATERIALS

Section 3.01 Proprietary Information and Materials Transfer to Embarq.

(a) Sprint hereby assigns and will cause each Sprint Group member to assign to the Embarq Group member designated by Embarq, subject to any applicable rights of Third Parties, all right title and interest to any Proprietary Information existing as of the Distribution Date owned by a Sprint Group member that:

(i) is Primarily used in the Embarq Business; or

(ii) is solely in the possession of an Embarq Group member, excluding any incidental possession by a Sprint Group member; or

(iii) is being developed Primarily for an Embarq Group member but is not in use by any Embarq Group member; or

(iv) is listed or described on Exhibit A (collectively, but excluding Customer Related Proprietary Information, the “ Embarq Proprietary Information ”).

All other Proprietary Information owned by Sprint or any Sprint Group member prior to the Distribution Date (but excluding Customer Related Proprietary Information, the “ Sprint Proprietary Information ”) is and will remain the exclusive property of the Sprint Group.

(b) Sprint hereby assigns and will cause each Sprint Group member to assign to the Embarq Group member designated by Embarq, subject to any applicable rights of Third Parties, all right title and interest to any Materials existing as of the Distribution Date owned by a Sprint Group member that:

(i) are Primarily used in the Embarq Business; or

(ii) are solely in the possession of an Embarq Group member, excluding any incidental possession by a Sprint Group member;

(iii) are being developed Primarily for an Embarq Group member but is not in use by any Embarq Group member or

(iv) are listed or described on Exhibit A ; (collectively, the “ Embarq Materials ”).

All other Materials owned by Sprint or any Sprint Group member prior to the Distribution Date (the “ Sprint Materials ”) are and will remain the exclusive property of the Sprint Group.

(c) “ Customer Related Proprietary Information ” means marketing and sales information about customers and services provided to customers by either the Embarq Group or the Sprint Group. Customer Related Proprietary Information will remain owned by the Group that provided or is providing the services. This agreement does not grant any Group member any license or other right to, in any way, use or disclose the other Group’s Customer Related Proprietary Information.

Section 3.02 License Grant to Embarq for Proprietary Information and Materials.

(a) Sprint hereby grants, and will cause each Sprint Group member that owns Sprint Proprietary Information or Sprint Materials licensed by this Section to grant to each Embarq Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license:

(i) to use and disclose in any manner any Sprint Proprietary Information that, as of the Distribution Date:

(1) is in use to provide or support operations of any Embarq Group member, or

(2) is in the possession of any Embarq Group member and is either reasonably required for the Embarq Business or identified for future use by an Embarq Group member in a written development plan of the Embarq Group existing on the Distribution Date; and

(ii) to reproduce, distribute, publicly perform, display, prepare Derivative Works, and transmit any Sprint Materials that, as of the Distribution Date:

(1) are in use to provide or support operations of any Embarq Group member, or

(2) are in the possession of any Embarq Group member and is either required for the Embarq Business or required by a written development plan of the Embarq Group existing on the Distribution Date.

(b) Embarq and members of the Embarq Group have no right to sublicense under the grant of Section 3.02(a) except to:

(i) any Person who becomes an Embarq Group member;

(ii) a Person who is an Embarq Collaborator (but then only for so long as the collaborator relationship continues);

(iv) a Person who is a client or customer of an Embarq Group member to the extent necessary for the Person to use goods or services provided by an Embarq Group member.

Section 3.03 License Grant to Sprint for Proprietary Information and Materials.

(a) Embarq hereby grants, and will cause each Embarq Group member that owns Embarq Proprietary Information or Embarq Materials licensed by this Section to grant to each Sprint Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license:

(i) to use and disclose any Embarq Proprietary Information that, as of the Distribution Date:

(1) is in use to provide or support operations of any Sprint Group member;

(2) is in the possession of any Sprint Group member and is either reasonably required for the business of any Sprint Group member as conducted on the Distribution Date or identified for future use by a Sprint Group member in a written development plan of the Sprint Group existing on the Distribution Date; or

(3) is being developed Primarily for any Sprint Group member but is not in use by any Sprint Group member; and

(ii) to reproduce, distribute, publicly perform, display, prepare Derivative Works, and transmit any Embarq Materials that, as of the Distribution Date:

(1) are in use to provide or support operations of any Sprint Group member;

(2) are in the possession of any Sprint Group member and is either required for the business of any Sprint Group member as conducted on the Distribution Date or required by a written development of the Sprint Group existing on the Distribution Date; or

(3) are being developed Primarily for any Sprint Group member but is not in use by any Sprint Group member.

(b) Sprint and members of the Sprint Group have no right to sublicense under the grant of Section 3.03(a) except to:

(i) any Person who becomes a Sprint Group member;

(ii) a Person who is a Sprint Collaborator (but then only for so long as the collaborator relationship continues);

(iii) a Person who is licensed for the sole purpose of providing goods or services to members of the Sprint Group and to Sprint Collaborators (but then only for so long as the Collaborator relationship continues); or

(iv) a Person who is a client or customer of a Sprint Group member to the extent necessary for the Person to use goods or services provided by a Sprint Group member.

Section 3.04 Conversion to Unrestricted License.

(a) Effective upon the 5 ^th anniversary of the Distribution Date, Sprint hereby grants, and will cause each other Sprint Group member that owns Sprint Proprietary Information or Sprint Materials to grant to any Person that is then an Embarq Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to use disclose, reproduce, distribute, publicly perform and display, prepare Derivative Works, license, sublicense and to exercise all other rights whether now known or later created, to (1) all Technical Proprietary Information and (2) Materials that solely contain Technical Proprietary Information, that in each case

(i) is not Excluded IP,

(ii) was licensed under Section 3.02 to an Embarq Group member, or

(iii) was in possession of an Embarq Group member as of the Distribution Date.

No rights are granted to any Derivative Work created by any Sprint Group member after the Distribution Date. There is no obligation to provide Proprietary Information or Materials or Derivative Works thereof after the Distribution Date.

(b) Effective upon the 5 ^th anniversary of the Distribution Date, Embarq hereby grants, and will cause each other Embarq Group member that owns Embarq Proprietary Information or Embarq Materials to grant to any Person that is then a Sprint Group member a non-exclusive, fully paid-up, worldwide, perpetual and irrevocable license to use disclose, reproduce, distribute, publicly perform and display, prepare Derivative Works, license, sublicense and to exercise all other rights whether now known or later created, to (1) all Technical Proprietary Information and (2) Materials that solely contain Technical Proprietary Information, that in each case

(i) is not Excluded IP,

(ii) was licensed under Section 3.03 to a Sprint Group member, or

(iii) was in possession of a Sprint Group member as of the Distribution Date.

No rights are granted to any Derivative Work created by any Embarq Group member after the Distribution Date. There is no obligation to provide Proprietary Information or Materials or Derivative Works thereof after the Distribution Date.

(c) “ Excluded IP ” means: under Section 3.04(a) , any Sprint Technical Proprietary Information or Sprint Materials that were the subject of a claim against an Embarq Group member for its unauthorized use if the claim was brought by a Sprint Group member on or before the 3 ^rd anniversary of the Distribution Date; and under Section 3.04(b) , any Embarq Technical Proprietary Information or Embarq Materials that were the subject of a claim asserted against a Sprint Group member for its unauthorized used if the claim was brought by an Embarq Group member on or before the 3 ^rd anniversary of the Distribution Date.

ARTICLE 4

CONFIDENTIALITY

Section 4.01 Confidentiality of Licensed Proprietary Information . With respect to Proprietary Information owned by one Group and licensed to the other Group under Section 3.02 or 3.03 , each licensee Group must use reasonable efforts to protect the Proprietary Information. “ Reasonable Efforts ” means that the obligated Party is required to make a diligent and good faith effort to protect the licensed Proprietary Information using resources reasonably available to the Party subject to the obligation. This obligation does not require the obligated Party to act contrary to normal commercial practices or to spend commercially unreasonable amounts in order to accomplish the objective. The fact that the objective is not actually accomplished does not mean that the obligated Party did not in fact use its Reasonable Efforts to protect the licensed Proprietary Information.

Section 4.02 Confidentiality of Unlicensed Proprietary Information and Source Code . The Parties acknowledge that it is likely that each Group will have in its possession unlicensed Proprietary Information and Materials of the other Group. No member of either Group is entitled to use or disclose any Proprietary Information that is owned by the other Group unless the Proprietary Information is licensed under Section 3.02 or 3.03 . Each Embarq Group member

and the Sprint Group must comply with Section 5.08 of the SDA with respect to unlicensed Proprietary Information, Materials that contain unlicensed Proprietary Information of the other Group (even if in combination with Proprietary Information owned by or licensed to the Group in possession of the Materials) and Source Code for licensed Software.

ARTICLE 5

FUTURE RIGHTS

Section 5.01 Ownership Unaffected by this Agreement . All Software, Proprietary Information, Materials, copyrights, and trade secrets created, developed or made after the Distribution Date, or, other than by operation of this agreement, otherwise owned or controlled by a member of a Group after the Distribution Date (“ IPR Futures ”) will be owned in accordance with applicable law or other subsequent agreement.

Section 5.02 No Rights or Licenses Granted . This agreement does not grant any rights or licenses under or to any patents, any pending patent applications or any IPR Futures.

Section 5.03 Rights of Former Group Members . If a Sprint Group member or an Embarq Group member ceases to be a Subsidiary, the former Group member is entitled to retain any rights it acquired under this agreement prior to the date that it ceased to be a Subsidiary but those rights will continue only if it executes an adapted version of this agreement obligating the former Group member to accept all the limitations and obligations of this agreement (except Section 7.03 ).

Section 5.04 Cooperation and Assistance . For a period of one year after the Distribution Date, Sprint and Embarq will, and will cause each member of its Group, as licensor to cooperate and provide assistance to members of the other Group (as licensee) to allow the licensee to effectively use the Software, Proprietary Information and Materials licensed under this agreement. Any request for cooperation or assistance must be made to the Contractual Relationship Manager. The licensee acknowledges that the licensor is not in the business of licensing Software, Proprietary Information and Materials and that cooperation and assistance must not unreasonably disrupt the operations of the licensor. If cooperation and assistance requires more than one hour of telephone consultation in any particular instance, the Person providing cooperation and assistance is entitled to reimbursement for reasonable costs and expenses (including, without limitation, compensation expense for employees involved).

ARTICLE 6

NO WARRANTIES OR REPRESENTATIONS

Section 6.01 All licenses granted “AS IS” . All intellectual property covered under this agreement is furnished “ AS IS, ” without any support, assistance, maintenance, representations or warranties of any kind, whatsoever.

Section 6.02 Disclaimer . Each Group assumes total responsibility and risk for its use of any intellectual property covered by this agreement. Neither Group makes, and each Group expressly disclaims, any express or implied warranties of any kind whatsoever, including, but not limited to, implied

warranties of merchantability or fitness for a particular purpose, warranties of title or non-infringement, or any warranty that the intellectual property is “ error free. ”

ARTICLE 7

INTELLECTUAL PROPERTY CLAIMS AND LIMITATIONS ON CLAIMS

Section 7.01 Limitation on Claims . Claims must be brought on or before the 5 ^th anniversary of the Distribution Date if the claim is for misappropriation of trade secrets, breach of confidentiality, or breach of any license granted under Section 2.02 , 2.03 , 3.02 or 3.03 . Any Claim not made in the time period stated in the preceding sentence is void and forever barred.

Section 7.02 Equitable Remedies . Money damages alone will not be an adequate remedy if a Group Member exceeds the scope of its licenses and rights granted by this agreement or any other breach or threatened breach of any obligation under this agreement. In addition to any other remedies at law a non-breaching Group Member is entitled to seek injunctive relief against any continued action by the other Person.

Section 7.03 SDA Provisions Apply . All claims, disputes or controversies under this agreement between the Embarq, Sprint or any of their Group members will be subject to Article 7 of the SDA. The indemnification obligations and procedures specified in the SDA are hereby incorporated into and made applicable to this agreement. In addition to the indemnification obligations specified in the SDA, Embarq and Sprint must indemnify and defend the other, each member of the other’s Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all Third Party Claims arising out of a Group Member’s (1) possession, or (2) use of any kind, or (3) exercise of any right granted hereunder in accordance with the provisions of Article 6 of the SDA.

ARTICLE 8

NOTICE

Section 8.01 Notice.

(a) Any notice, demand, claim or other communication under this agreement must be in writing and will be given (i) on the delivery if delivered personally; (ii) five days after mailing if sent by registered or certified mail, return receipt requested, postage prepaid; (iii) on the date when delivery is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (iv) on the date when facsimile transmission is confirmed by the receiving machine if transmitted by facsimile machine and confirmed by delivery by one of the prior methods; but, in each case, only if addressed as follows (or as a party may specify by notice to the other):

If to Sprint:

Sprint Nextel Corporation

2001 Edmund Halley Drive

Reston, VA 20191

Attn: General Counsel

Facsimile: (703) 433-4846

With a copy to:

Sprint Nextel Corporation

6200 Sprint Parkway

Overland Park, KS 66251

Attn: Vice President - Law: Intellectual Property

Facsimile: (913) 315-0762

If to Embarq:

Embarq Corporation

5454 W. 110 ^th Street

Overland Park, KS 66211

Attn: General Counsel

Facsimile: (913) 523-7700

With a copy to:

Embarq Corporation

5454 W. 110 ^th Street

Overland Park, KS 66211

Attn: Corporate Secretary

Facsimile: (913) 523-9825

(b) Any notice to Sprint will be notice to all members of the Sprint Group, and any notice to Embarq will be notice to all members of the Embarq Group.

ARTICLE 9

MISCELLANEOUS

Section 9.01 Amendment . This agreement may not be amended except by a writing executed by Sprint and Embarq.

Section 9.02 Governing Law . The validity, interpretation and enforcement of this agreement will be governed by the laws of the State of Delaware, without giving effect to its provisions relating to choice of law.

Section 9.03 Priority of Agreements . If there is a conflict between any provision of this agreement and the SDA (or any other agreement referred to therein), the provisions of this agreement will control.

Section 9.04 Assignment . This agreement may not be assigned by either Sprint or Embarq without the written consent of the other, except that each may assign this agreement to member(s) of its Group, but only for so long as the assignee remains a Group member. This agreement is binding upon and will inure to the benefit of and be enforceable by Sprint, Embarq, and their successors and permitted assigns.

Section 9.05 No Third Party Beneficiaries . This agreement is solely for the benefit of Sprint, Embarq and the members of their Groups and does not confer any rights or remedies on Third Parties (including any employees of any Sprint Group member or the Embarq Group).

Section 9.06 Entire Agreement . This agreement, the SDA, the Patent Agreement, and the Trademark Agreement, are the entire agreement among the Embarq Group and the Sprint Group relating to ownership and rights to use intellectual property except that there are provisions in other agreements to protect confidential business information and relating to Customer Proprietary Information. No prior understandings, whether written or oral, will be binding on any Group member unless in a writing signed on or after the date of this agreement.

Section 9.07 Counterparts . This agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one instrument. Each counterpart may consist of several copies each signed by less than all, but together signed by all, the Parties.

Section 9.08 No Waiver . The failure of any Group Member to exercise any right, power or remedy is not a waiver of any other right, power or remedy.

Section 9.09 Rules of Construction . This agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either Party.

Section 9.10 No Other Rights Granted . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NO OTHER RIGHTS OR LICENSES ARE GRANTED.

Section 9.11 No Other Enforcement Required . This agreement does not require any member of any Group to enforce or otherwise assert any intellectual property rights against any Third Party.

Section 9.12 Further Assurances . Each Party will execute upon request any further documents reasonably necessary to effect the terms and conditions of this agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this agreement as of May 17, 2006.


SPRINT NEXTEL CORPORATION

By		/s/ CHARLES WUNSCH
Name:		Charles Wunsch
Title:		Vice President

EMBARQ CORPORATION

By		/s/ MICHAEL B. FULLER
Name:		Michael B. Fuller
Title:		Chief Operating Officer

Exhibit A

(Embarq Software)

Any Software, Proprietary Information and Materials identified in the Separation and Distribution Agreement (SDA) to be transferred or assigned to a member of the Embarq Group.

Exhibit 2.5

PATENT AGREEMENT

BETWEEN

SPRINT NEXTEL CORPORATION

AND

EMBARQ CORPORATION

TABLE OF CONTENTS


		Page
ARTICLE 1	DEFINITIONS	1

Section 1.01	Definitions	1

ARTICLE 2	transfer	6

Section 2.01	Patent Transfer to Embarq	6

Section 2.02	Documentation and Cooperation	6

ARTICLE 3	Non Asserts for Benefit of Embarq	8

Section 3.01	Non Assert for Existing Embarq Business	8

Section 3.02	Limited Non Assert for New Embarq Business	9

Section 3.03	Third Parties	9

Section 3.04	Embarq Right to License	10

ARTICLE 4	Non Asserts for Benefit of Sprint	13

Section 4.01	Non Assert for Existing Sprint Business	13

Section 4.02	Limited Non Assert for New Sprint Business	14

Section 4.03	Third Parties	14

Section 4.04	Sprint Right to License	15

ARTICLE 5	LIMITED WARRANTIES AND REPRESENTATIONS	18

Section 5.01	All Rights Granted “AS IS”	18

Section 5.02	Disclaimer of Implied Warranties	18

ARTICLE 6	CLAIMS and disputes	18

Section 6.01	Equitable Remedies	18

Section 6.02	SDA Provisions	18

Section 6.03	Notice	18

ARTICLE 7	MISCELLANEOUS	18

Section 7.01	Amendment	18

Section 7.02	Governing Law	18

Section 7.03	Priority of Agreements	19

Section 7.04	Assignment	19

Section 7.05	No Third Party Beneficiaries	19

Section 7.06	Entire Agreement	19

Section 7.07	Counterparts	19

-i-

TABLE OF CONTENTS

(continued)


		Page
Section 7.08	No Waiver	19

Section 7.09	Rules of Construction	19

Section 7.10	No Other Rights Granted	19

Section 7.11	No Other Enforcement Required	19

Section 7.12	Further Assurances	19

Section 7.13	Bankruptcy	19

-ii-

This PATENT AGREEMENT is made, effective as of the Distribution Date, by and between Sprint Nextel Corporation, a Kansas corporation (“ Sprint ”), and Embarq Corporation, a Delaware corporation (“ Embarq ”).

RECITALS

A. The Parties have entered into that certain Separation and Distribution Agreement (the “ SDA ”) dated as of May 1, 2006.

B. Pursuant to the SDA, the Parties desire to enter into this agreement with respect to patents and the Software and Proprietary Information Agreement with respect to Software and Proprietary Information.

Sprint and Embarq agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01 Definitions . Terms used in this agreement with initial capital letters have the meanings set forth or cross-referenced below.

“ Change of Control ” of either Embarq or Sprint (for this purpose a “ Company ”) means the occurrence of any of the following:

(a) any person or group (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 and the regulations under that Act):

(i) becomes the beneficial owner of more than 50% of the combined voting power of the outstanding securities entitled to vote generally in the election of directors (“ Voting Stock ”) of the Company; or

(ii) otherwise has the power to direct the Company’s management and policies, directly or through one or more intermediaries, whether through the ownership of voting securities, by contract or otherwise;

(b) the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person and its affiliates (other than a member of the Company’s Group) in one or a series of related transactions;

(c) the Company, directly or indirectly, consolidates with, or merges with or into, another Person, or any Person, directly or indirectly, consolidates with, or merges with or into, the Company, and in that transaction (or series of related transactions) either:

(i) the Company’s outstanding Voting Stock is converted into or exchanged for (in whole or in part) cash, securities or other property, but excluding a transaction (or series of related transactions) where:

(A) the Company’s Voting Stock is converted into or exchanged for Voting Stock of the surviving or transferee Person; and

(B) the holders of the Company’s Voting Stock immediately preceding the transaction received more than 50% of the total Voting Stock of the surviving or transferee Person in substantially the same relative proportions as the holders had prior to such transaction; or

(ii) the Company issues additional securities so that immediately following the transaction, the holders of the Company’s Voting Stock immediately preceding the transaction own less than 50% of the Voting Stock of the surviving or transferee Person; or

(d) a change in the identity of a majority of the Company’s directors because of (A) a proxy contest (or the threat to engage in a proxy contest) or (B) a tender offer that has not been recommended for acceptance by a majority of the Company’s independent directors.

“ Distribution Date ” – as defined in the SDA.

“ Embarq Acquisition Cap Date ” means the date on which the Embarq Group acquires Persons or assets (other than assets acquired in the ordinary course of business) with an aggregate Enterprise Value of more than 100% of Embarq’s Enterprise Value (on a consolidated basis) on the Distribution Date.

“ Embarq Brands ” – see Section 3.03(a)(i) .

“ Embarq Group ” means, at any given time, Embarq and all Persons in which Embarq is the owner, directly or indirectly, of at least 80% of the Person’s Voting Stock; except that:

(i) after the Embarq Acquisition Cap Date:

(A) any acquired Person that becomes controlled by Embarq after the Embarq Acquisition Cap Date will not be an Embarq Group member; and

(B) any Person who was an Embarq Group member on or prior to the Embarq Acquisition Cap Date and who (1) operates or manages assets that are acquired after the Embarq Acquisition Cap Date and that are material to the operations or financial condition of the Embarq Group or (2) operates or manages more than an insignificant amount of assets of a Person described in the preceding clause (A) will, without any notice or further action by any Sprint Group member, cease to be an Embarq Group member; and

(ii) if there is a Change of Control of Embarq, then:

(A) after the Change of Control of Embarq no new Person can become a member of the Embarq Group, unless it is before the Embarq Acquisition Cap Date and the Person(s) that control Embarq are Investment Companies; and

(B) any Embarq Group member that, after the Change of Control of Embarq, (x) owns, operates or manages any assets contributed, transferred, owned or controlled by a Related Person or (y) provides services to a Related Person or its customers which, in the case of (x) or (y), is an integration of any function of an Embarq Group member with the Related Person that contributes materially to the delivery of any product or service to customers of Embarq or the Related Person will, without any notice or further action by a Sprint Group member, cease to be an Embarq Group member.

“ Embarq Patents ” means those patents listed in Exhibit A or identified under Section 2.02(a) and any patents resulting from the inventions or patent applications listed in Exhibit A or identified under Section 2.02(a) , including any and all continuations, continuations-in-part, divisions, reissues, reexaminations and renewals of any of them, and any foreign counterparts of any of the foregoing.

“ Enterprise Value ” means, with respect to:

(i) a Person, the fair market value of the outstanding equity on a fully diluted basis plus all indebtedness for borrowed money; or

(ii) an acquisition, the Enterprise Value of any Person acquired plus the fair market value of any separate assets acquired, plus the amount of any debt assumed in the asset transaction or secured by the acquired assets.

The fair market value of the outstanding equity will be determined by the closing price of the equity as listed in the relevant exchange as of the date of the acquisition agreement. With respect to a Person who does not have equity that is publicly traded, the Enterprise Value shall be the fair market value of the Person’s equity as provided in the transaction or acquisition agreement, provided the agreement was negotiated in good faith and at arms length.

“ Existing Embarq Business ” means the business and operations as conducted by the Embarq Group on the Distribution Date. The Oasis Program is part of the Existing Embarq Business. Trials, demonstrations, alpha or beta tests of the Embarq Group that are in the trial, demonstration or testing stage on the Distribution Date (but not the commercial products or services resulting from such trials, demonstrations, alpha or beta tests) are part of the Existing Embarq Business. New uses of Sprint Patents that are materially different from those used internally or externally to support products or services of an Embarq Group member on the Distribution Date are not part of the Existing Embarq Business. For example, the Embarq Group’s use of Sprint Patents to deploy voice over packet data switches in the Embarq network to provide conventional voice telephone service is within the Existing Embarq Business, but new service, such as voice over packet data service to the home, is not part of the Existing Embarq Business. For the avoidance of doubt, any enhancements or upgrades made after the Distribution Date that are not materially different uses of Sprint Patents to allow the evolution of the Embarq network are part of the Existing Embarq Business, but new commercial products or services provided at the customer premise are not part of the Existing Embarq Business.

“ Existing Sprint Business ” means the business and operations as conducted by the Sprint Group on the Distribution Date. Trials, demonstrations, alpha or beta tests of the Sprint Group that are in the trial, demonstration or testing stage on the Distribution Date (but not the commercial products or services resulting from such trials, demonstrations, alpha or beta tests) are part of the Existing Sprint Business. New uses of Embarq Patents that are materially different from those used internally or externally to support products or services of a Sprint Group member on the Distribution Date are not part of the Existing Sprint Business.

“ Governmental Authority ” means any federal, state or local court, government, department, commission, board, bureau, agency, official or other regulatory or administrative authority.

“ Group ” means either the Sprint Group or the Embarq Group, as the context requires.

“ Investment Company ” means a Person whose primary line of business is investing, reinvesting, owning, holding or trading securities and not the direct operation of the commercial enterprise(s) in which it invests, reinvests, holds or trades securities (including, for example, private equity funds).

“ Katz License ” – see Section 2.02(e) .

“ New Embarq Business ” means without limitation any business and operations that the Embarq Group may conduct after the Distribution Date.

“ New Sprint Business ” means without limitation any business and operations that the Sprint Group may conduct after the Distribution Date.

“ Oasis Program ” means the Oasis program as operated by the Embarq Group on the Distribution Date, including, without limitation, the use of templates for the development of tools. Any modifications or improvements to the templates that are created by an Embarq Group member after the Distribution Date are part of the Oasis Program. The development of tools by an Embarq Group member after the Distribution Date are part of the Oasis Program, but only to the extent that such tools are developed for internal use by an Embarq Group member or external use by customers of an Embarq Group member.

“ Person ” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity or Governmental Authority.

“ Rejection ” – see Section 7.13 .

“ Related Person ” means:

(i) after a Change of Control of Embarq, any Person that owns more than 20% of the Embarq Voting Stock or that is under common control with Embarq (other than Embarq Group members that existed prior to the Change of Control);

(ii) after a Change of Control of Sprint, any Person that owns more than 20% of the Sprint Voting Stock or that is under common control with Sprint (other than Sprint Group members that existed prior to the Change of Control); and

(iii) after a Group member leaves its Group, any Person that owns, directly or indirectly, more than 20% of the former Group member’s Voting Stock, or that is under common control with the former Group member.

“ SDA ” — see Recital A.

“ Sprint Acquisition Cap Date ” means the date on which the Sprint Group acquires Persons or assets (other than assets acquired in the ordinary course of business) with an aggregate Enterprise Value of more than 100% of Sprint’s Enterprise Value (on a consolidated basis) on the Distribution Date.

“ Sprint Brands ” – see Section 4.03(a)(i) .

“ Sprint Group ” means, at any given time, Sprint and all Persons in which Sprint is the owner, directly or indirectly, of at least 80% of the Person’s Voting Stock; except that:

(i) after the Sprint Acquisition Cap Date:

(A) any acquired Person that becomes controlled by Sprint after the Sprint Acquisition Cap Date will not be a Sprint Group member; and

(B) any Person who was a Sprint Group member on or prior to the Sprint Acquisition Cap Date and who (1) operates or manages assets that are acquired after the Sprint Acquisition Cap Date and that are material to the operations or financial condition of the Sprint Group or (2) operates or manages more than an insignificant amount of assets of a Person described in the preceding clause (A) will, without any notice or further action by any Embarq Group member, cease to be a Sprint Group member; and

(ii) if there is a Change of Control of Sprint, then:

(A) after the Change of Control of Sprint no new Person can become a member of the Sprint Group, unless it is before the Sprint Acquisition Cap Date and the Person(s) that control Sprint are Investment Companies; and

(B) any Sprint Group member that, after the Change of Control of Sprint, (x) owns, operates or manages any assets contributed, transferred, owned or controlled by a Related Person or (y) provides services to a Related Person or to its customers which, in the case of (x) or (y), is an integration of any function of a Sprint Group member with the Related Person that contributes materially to the

delivery of any product or service to customers of Sprint or the Related Person will, without any notice or further action by an Embarq Group member, cease to be a Sprint Group member.

“ Sprint Patents ” means the following patents, but only if they are not Embarq Patents:

(i) patents owned by any Sprint Group member on the Distribution Date;

(ii) patents that issue from patent applications filed prior to the Distribution Date that are owned by a Sprint Group member on the Distribution Date; and

(iii) patents that issue from patent applications based on inventions conceived or reduced to practice prior to the Distribution Date that are owned by a Sprint Group member on the Distribution Date.

Sprint Patents include any and all continuations, continuations-in-part, divisions, reissues, reexaminations and renewals thereof and any foreign counterparts of any of the foregoing. Sprint Patents exclude any patents or patent applications that are based on inventions that were either conceived or reduced to practice prior to August 12, 2005 by any employee or contractor employed by any of the following or any Person controlled by any of them: Nextel Communications Inc., U.S. Unwired Inc., Gulf Coast Wireless Limited Partnership, IWO Holdings Inc., Enterprise Communications Partnership, Alamosa Holdings, Inc. and Velocita Wireless Holding Corporation.

“ Third Party ” means any Person other than a member of a Group.

“ Third Party Patent Agreement ” means a license or non-assert right granted prior to the Distribution Date by a Third Party to any Sprint Group member that relates to the Existing Embarq Business.

ARTICLE 2

TRANSFER

Section 2.01 Patent Transfer to Embarq . Sprint hereby assigns and will cause each Sprint Group member to assign to the Embarq Group member designated by Embarq, subject to any rights of Third Parties, all the Sprint Group’s right, title and interest in the Embarq Patents. By this transfer Embarq has the sole and exclusive right to direct and control the prosecution of all patent applications included in the Embarq Patents. No Sprint Group member has granted any license or non-assert rights with respect to any Embarq Patent.

Section 2.02 Documentation and Cooperation .

(a) Before the first anniversary of the Distribution Date, if a member of the Sprint Group or the Embarq Group identifies any Sprint Patent or any patent application owned by a Sprint Group member that:

(i) at the time the invention(s) were conceived or reduced to practice the primary inventor(s) were employees of, or devoted exclusively to, the Local Telephone Division of Sprint; and

(ii) the work or project that resulted in the invention was developed primarily for the Local Telephone Division of Sprint;

then the Sprint Group member will assign to the Embarq Group member designated by Embarq, subject to any rights of Third Parties, all the Sprint Group’s right, title and interest in such Sprint Patent or patent application.

(b) Sprint will use reasonable efforts to deliver to Embarq all files and documentation in the possession of the Sprint Group members that relate to the Embarq Patents, including, but not limited to, the prosecution file histories, correspondence, invention disclosures, and other pertinent materials related to the Embarq Patents.

(c) Sprint will reasonably cooperate with Embarq, and will cause all Sprint Group members, agents and counsel to reasonably cooperate with Embarq, at Embarq’s expense with respect to Third Party costs, in connection with (i) the preparation, filing, prosecution, maintenance and defense of the Embarq Patents, and (ii) any suit for infringement of the Embarq Patents brought by an Embarq Group member against a Third Party. Embarq will reasonably cooperate with Sprint, and will cause all Embarq Group members, agents and counsel to reasonably cooperate with Sprint, at Sprint’s expense with respect to Third Party costs, in connection with (i) the preparation, filing, prosecution, maintenance and defense of the Sprint Patents, and (ii) any suit for infringement of the Sprint Patents brought by a Sprint Group member against a Third Party.

(d) If, on the Distribution Date, any Sprint Group member has the right, without the consent of any Third Party and without incurring any other obligation (other than providing a notice), to sublicense or otherwise transfer to Embarq some or all of the Sprint Group member’s rights under a Third Party Patent Agreement, then, on the Distribution Date, Sprint will or will cause the Sprint Group member to transfer such rights to Embarq. Sprint will reasonably cooperate with Embarq (subject to any confidentiality obligations under the Third Party Patent Agreements) to identify any other Third Party Patent Agreements that by their terms do not provide Embarq a license to patents that relate to the Existing Embarq Business.

(e) If Embarq provides to Sprint the information identified in section 2.7 of the Ronald A. Katz Licensing, L.P. License Agreement entered into by Sprint on April 24, 1997 (the “ Katz License ”), then Sprint will provide this information to facilitate Embarq’s license under section 2.7 of the Katz License. After the initial information is submitted, Embarq will be responsible for submitting any further reports to continue Embarq’s rights under the Katz License.

ARTICLE 3

NON ASSERTS FOR BENEFIT OF EMBARQ

Section 3.01 Non Assert for Existing Embarq Business .

(a) Sprint hereby grants, and will cause each Sprint Group member that owns Sprint Patents to grant, to each Embarq Group member a covenant not to assert any of the Sprint Patents against that Embarq Group member for its conduct of the Existing Embarq Business. This covenant is personal and non-transferable , except to the extent it may be extended under this agreement to new Embarq Group members or other Persons described in Section 3.03(a) . Conduct protected by this covenant will include activities that were not conducted by a particular Embarq Group member on the Distribution Date so long as those activities were conducted on the Distribution Date by a Person that was then an Embarq Group member (in other words, each Embarq Group member may later engage in any part of the Existing Embarq Business even if that Embarq Group member did not engage on the Distribution Date in that part of the Existing Embarq Business). This covenant is granted to each Embarq Group member (including Persons who become members of the Embarq Group while the covenant is in effect) but (except as stated in Section 3.01(b) ) only for activities conducted when the Person is an Embarq Group member.

(b) If an Embarq Group member leaves the Embarq Group, the covenant of Section 3.01(a) will continue to allow that former Embarq Group member to conduct the Existing Embarq Business in substantially the same manner and substantially the same geographic area where the former Embarq Group member was conducting its business on the date it ceased to be a member of the Embarq Group. This covenant is personal and non-transferable, except to the extent it may be extended under this agreement to other Persons described in Section 3.03(a) . This covenant does not protect:

(i) services offered or rendered in a geographic area after the Person leaves the Embarq Group that is not substantially the same geographic area where its business was conducted on the date it ceased to be an Embarq Group member;

(ii) new, additional or modified services to Third Parties in the geographic area where the Person was operating when it ceased to be an Embarq Group member; or

(iii) new uses of Sprint Patents that are materially different from those used internally or externally to support products or services commercially available from the former Embarq Group member on the date it ceased to be an Embarq Group member.

(c) The covenant of Section 3.01(b) will terminate, prospectively, without any notice or further action by a Sprint Group member on the earlier of the date that:

(i) the former Embarq Group member or any Person controlled by, controlling or under common control with that former Embarq Group member makes a written claim or counterclaim against any Sprint Group member based on the patent rights of the claimant, except that termination will not occur if the claim made is a compulsory counterclaim made by the former Embarq Group member in a proceeding filed by a Sprint Group member against the former Embarq Group member; or

(ii) the former Embarq Group member (x) owns, operates or manages any assets contributed, transferred, owned or controlled by a Related Person or (y) provides services to a Related Person or to its customers, which, in the case of (x) or (y), is an integration of any function of the former Embarq Group member with the Related Person that contributes materially to the testing, operation, development or delivery of any product or service of the former Embarq Group member or the Related Person (including, without limitation, integrated or bundled product or service offerings).

(d) The covenant of this Section 3.01 continues for the life of the Sprint Patents except as provided in this agreement. The end of the covenant of Section 3.02 will not change protection afforded to the Existing Embarq Business under this Section 3.01 .

Section 3.02 Limited Non Assert for New Embarq Business .

(b) The covenant of this Section 3.02 will end prospectively without notice or further action by any Sprint Group member on the earlier of:

(i) its expiration on the 2 ^nd anniversary of the Distribution Date; or

(ii) its immediate termination on the date that any Embarq Group member, or any Person controlling or under common control with Embarq, makes a written claim or counterclaim against any Sprint Group member based on patent rights of the claimant, except that termination will not occur if the claim made is a compulsory counterclaim made by an Embarq Group member in a proceeding filed by a Sprint Group member against the Embarq Group member.

Section 3.03 Third Parties .

(a) While a covenant of this Article 3 remains in effect, it will extend to:

(i) any Person that is authorized to sell services or products under the “Embarq” brand name or any successor brand name(s) (collectively, (“ Embarq Brands ”);

(ii) any Person to which any Embarq Group member or any former Embarq Group member having rights under this agreement is required by law or Governmental Authority to provide services or products; or

(iii) any client or customer that has the right to use Embarq Brand services or products that are used in conjunction with Embarq Brand services provided by any Embarq Group member or any former Embarq Group member having rights under this agreement alone or in combination with any other services or products provided by the Embarq Group or any former Embarq Group member having rights under this agreement.

(b) Sprint represents and warrants that, on or prior to the Distribution Date, the right to enforce Sprint Patents has not been assigned to any Third Party. If, after the Distribution Date, any Sprint Group member grants any Third Party the right to enforce a Sprint Patent, then Sprint will cause the Sprint Group member to obligate the Third Party to honor the provisions of this Article 3 , and Embarq will be an express third party beneficiary of that Third Party obligation. If, after the Distribution Date, a Person owning a Sprint Patent leaves the Sprint Group, Sprint will cause the former Sprint Group member to agree that:

(i) the former Sprint Group member will honor the provisions of this Article 3 ;

(ii) if the former Sprint Group member grants any Third Party the right to enforce a Sprint Patent, then the former Sprint Group member will obligate the Third Party to honor the provisions of this Article 3 ; and

(iii) Embarq will be an express third party beneficiary of the Third Party obligation described in clauses (i) and (ii).

(c) Subject to the obligations of Section 3.03(b) , all rights granted under Article 3 are subject to any rights of Third Parties.

Section 3.04 Embarq Right to License.

(a) Each Embarq Group member will have the right to obtain a license under any Sprint Patent for its conduct of the New Embarq Business. No Sprint Group member will request royalties from an Embarq Group member for any conduct covered by a Sprint Patent unless:

(i) a Sprint Group member has granted an arms-length license under the Sprint Patent to a Third Party;

(ii) the Embarq Group member is the only Person known to the Sprint Group, after reasonable investigation (including, without limitation, inquiry to Embarq), to be infringing the Sprint Patents that are the subject of the claim against the Embarq Group member; or

(iii) it is after the 5 ^th anniversary of the Distribution Date.

If an Embarq Group member requests a license under a Sprint Patent that has been licensed to any Third Party that is similarly situated to Embarq with respect to material matters relevant to the terms and conditions of the license granted to the Third Party, then Sprint will grant a license to the Embarq Group member on terms and conditions no less favorable than the terms and conditions contained in the license to the Third Party. If the preceding sentence does not apply, then the Embarq Group member and Sprint (or the relevant Sprint Group member) will negotiate a license on commercially reasonable terms.

(b) If a dispute under Section 3.04(a) escalated under SDA Section 7.01 is not resolved, either party may initiate arbitration proceedings as follows:

(i) if the dispute relates to infringement or to license terms other than the royalty rate, the dispute will be submitted to a panel of three arbitrators, wherein each arbitrator is a patent lawyer with at least 20 years of experience and is knowledgeable about the technology generally covered by the field of the invention of the Sprint Patent(s) to be licensed; and

(ii) if the dispute relates to the royalty rate, the dispute will be submitted to a panel of three arbitrators, wherein each arbitrator is knowledgeable about patent valuation.

The parties to the dispute will request the names of arbitrators that meet the criteria stated above either from (1) the Large Case Technology, Science and Intellectual Property Panel of the American Arbitration Association, if the dispute is under clause (i), or (2) LECG, if the dispute is under clause (ii). The parties will select three arbitrators by a process of alternately striking names from the list of potential arbitrators. Each arbitrator will be independent of the parties. If arbitration is required under both clause (i) and clause (ii), either party may request that an arbitration proceeding under clause (i) be concluded before the arbitration proceeding is commenced under clause (ii). Each arbitration proceeding will be conducted in accordance with the rules then in force of the CPR International Institute for Conflict Prevention & Resolution. Each arbitration proceeding will take place in Overland Park, Kansas or such other location as the parties may agree. The decision rendered by the arbitrators will be accompanied by a written opinion, and will be final and binding upon the parties without right of appeal. Costs of the arbitration proceeding will be assessed by the arbitration panel against any or all of the parties in dispute, and will be paid promptly by the party or parties so assessed. The arbitrators will be guided by, but not bound by, the Federal Rules of Evidence and by procedural rules, including discovery provisions, of the Federal Rules of Civil Procedure. Any discovery will be limited to information directly relevant to the dispute, controversy or claim in arbitration.

(c) No Sprint Group member may initiate an arbitration proceeding against an Embarq Group member under Section 3.04(b) unless:

(i) 60 days have elapsed after the Sprint Group member provided notice to the Embarq Group member that it should request a license;

(ii) the Sprint Group member has provided a form of license agreement that it is prepared to execute and a certification that either Section

3.04(a)(ii) applies, or the terms and conditions of the form of license agreement are no less favorable to the Embarq Group member than those contained in a license with a Third Party that is similarly situated to the Embarq Group member with respect to material matters relevant to the license; and

(iii) the parties have not entered into negotiations for a license under Section 3.04(a) .

(d) For a period of eight (8) years after the Distribution Date, the arbitration procedure set forth in Section 3.04(b) will be the sole and exclusive remedy in connection with any dispute between the parties relating to the Sprint Patents and each party irrevocably waives any right to bring an action or other proceeding with respect to the Sprint Patents in or before any Governmental Authority.

(e) Royalties payable by an Embarq Group member to Sprint under any license granted under this Section 3.04 will accrue for any conduct not protected by a covenant under this agreement. No Embarq Group member will assert a defense of laches or urge any adverse affect on the rights of any Sprint Group member because the Sprint Group members have complied with this Section 3.04(a) . The preceding sentence does not limit the application of 15 United States Code § 286, as amended.

(f) If a Sprint Group member grants or amends a license under a Sprint Patent to any Third Party to provide a royalty rate more favorable than the royalty rate required of an Embarq Group member, then the royalty payable by the Embarq Group member may be adjusted down, at the Embarq Group member’s option, to provide the more favorable royalty rate effective as of the date of the grant of the more favorable royalty rate to the Third Party (subject to appropriate adjustment to the terms and conditions of the license held by the Embarq Group member for any differences in terms and conditions of the Third Party license). Sprint will notify any Embarq Group member if any Sprint Patent licensed to the Embarq Group member is licensed to a Third Party that is similarly situated to the Embarq Group member with respect to material matters relevant to the license and the terms and conditions of the Third Party license are more favorable than those granted to the Embarq Group member.

(g) Embarq is entitled to copies of any Third Party license agreement that is the basis for making any license request under Section 3.04(a) or for making any adjustment under Section 3.04(f) , subject to confidentiality obligations to the Third Party. If confidentiality obligations to the Third Party prevent delivery of a Third Party license to Embarq, then Sprint and Embarq will cooperate to determine and implement a commercially reasonable procedure to allow Embarq to confirm the terms and conditions of the Third Party license.

(h) As used in this Section 3.04 , a “license” to a Third Party includes grants of license rights and any covenants by a Sprint Group member not to assert patent rights against the Third Party, and any other similar rights to use.

ARTICLE 4

NON ASSERTS FOR BENEFIT OF SPRINT

Section 4.01 Non Assert for Existing Sprint Business .

(a) Embarq hereby grants, and will cause each Embarq Group member that owns Embarq Patents to grant, to each Sprint Group member a covenant not to assert any of the Embarq Patents against that Sprint Group member for its conduct of the Existing Sprint Business. This covenant is personal and non-transferable, except to the extent it may be extended under this agreement to new Sprint Group members or other Persons described in Section 4.03(a) . Conduct protected by this covenant will include activities that were not conducted by a particular Sprint Group member on the Distribution Date so long as those activities were conducted on the Distribution Date by a Person that was then a Sprint Group member (in other words, each Sprint Group member may later engage in any part of the Existing Sprint Business even if that Sprint Group member did not engage on the Distribution Date in that part of the Existing Sprint Business). This covenant is granted to each Sprint Group member (including Persons who become members of the Sprint Group while the covenant is in effect) but (except as stated in Section 4.01(b) ) only for activities conducted when the Person is a Sprint Group member.

(b) If a Sprint Group member leaves the Sprint Group, the covenant of Section 4.01(a) will continue to allow that former Sprint Group member to conduct the Existing Sprint Business in substantially the same manner and substantially the same geographic area where the former Sprint Group member was conducting its business on the date it ceased to be a member of the Sprint Group. This covenant is personal and non-transferable, except to the extent it may be extended under this agreement to other Persons described in Section 4.03(a) . This covenant does not protect:

(i) services offered or rendered in a geographic area after the Person leaves the Sprint Group that is not substantially the same geographic area where its business was conducted on the date it ceased to be a Sprint Group member;

(ii) new, additional or modified services to Third Parties in the geographic area where the Person was operating when it ceased to be a Sprint Group member; or

(iii) new uses of Embarq Patents that are materially different from those used internally or externally to support products or services commercially available from the former Sprint Group member on the date it ceased to be a Sprint Group member.

(c) The covenant of Section 4.01(b) will terminate, prospectively, without any notice or further action by an Embarq Group member on the earlier of the date that:

(i) the former Sprint Group member or any Person controlled by, controlling or under common control with that former Sprint Group member makes a written claim or counterclaim against any Embarq Group member based on the patent rights of the claimant, except that termination will not occur if the

claim made is a compulsory counterclaim made by the former Sprint Group member in a proceeding filed by an Embarq Group member against the former Sprint Group member; or

(ii) the former Sprint Group member (x) owns, operates or manages any assets contributed, transferred, owned or controlled by a Related Person or (y) provides services to a Related Person or to its customers, which, in the case of (x) or (y), is an integration of any function of the former Sprint Group member with the Related Person that contributes materially to the testing, operation, development or delivery of any product or service of the former Sprint Group Member or the Related Person (including, without limitation, integrated or bundled product or service offerings).

(d) The covenant of this Section 4.01 continues for the life of the Embarq Patents except as provided in this agreement. The end of the covenant of Section 4.02 will not change protection afforded to the Existing Embarq Business under this Section 4.01 .

Section 4.02 Limited Non Assert for New Sprint Business .

(b) The covenant of this Section 4.02 will end prospectively without notice or further action by any Embarq Group member on the earlier of:

(i) its expiration the 2 ^nd anniversary of the Distribution Date; or

(ii) its immediate termination on the date that any Sprint Group member, or any Person controlling or under common control with Sprint, makes a written claim or counterclaim against any Embarq Group member based on patent rights of the claimant, except that termination will not occur if the claim made is a compulsory counterclaim made by a Sprint Group member in a proceeding filed by an Embarq Group member against the Sprint Group member.

Section 4.03 Third Parties .

(a) While a covenant of this Article 4 remains in effect, it will extend to:

(i) any Person that is authorized to sell telecommunication services under the “Sprint,” “Sprint PCS,” “Nextel,” “Boost” or other brand names of any Sprint Group member, or any successor brand name(s) (collectively, “ Sprint Brands ”);

(ii) any Person to which any Sprint Group member or any former Sprint Group member having rights under this agreement is required by law or Governmental Authority to provide services or products; or

(iii) any client or customer that has the right to use Sprint Brand services or products that are used in conjunction with Sprint Brand services provided by any Sprint Group member or any former Sprint Group member having rights under this agreement alone or in combination with any other services or products provided by the Sprint Group or any former Sprint Group member having rights under this agreement.

(b) If, after the Distribution Date, any Embarq Group member grants any Third Party the right to enforce an Embarq Patent, then Embarq will cause the Embarq Group member to obligate the Third Party to honor the provisions of this Article 4 , and Sprint will be an express third party beneficiary of that Third Party obligation. If, after the Distribution Date, a Person owning an Embarq Patent leaves the Embarq Group, Embarq will cause the former Embarq Group member to agree that:

(i) the former Embarq Group member will honor the provisions of this Article 4 ;

(ii) if the former Embarq Group member grants any Third Party the right to enforce an Embarq Patent, then the former Embarq Group member will obligate the Third Party to honor the provisions of this Article 4 ; and

(iii) Sprint will be an express third party beneficiary of the Third Party obligation described in clauses (i) and (ii).

(c) Subject to the obligations of Section 4.03(b) , all rights granted under this Article 4 are subject to any rights of Third Parties.

Section 4.04 Sprint Right to License.

(a) Each Sprint Group member will have the right to obtain a license under any Embarq Patent for its conduct of the New Sprint Business. No Embarq Group member will request royalties from a Sprint Group member for any conduct covered by an Embarq Patent unless:

(i) an Embarq Group member has granted an arms-length license under the Embarq Patent to a Third Party;

(ii) the Sprint Group member is the only Person known to the Embarq Group, after reasonable investigation (including, without limitation, inquiry to Sprint), to be infringing the Embarq Patents that are the subject of the claim against the Sprint Group member; or

(iii) it is after the 5 ^th anniversary of the Distribution Date.

If a Sprint Group member requests a license under an Embarq Patent that has been licensed to any Third Party that is similarly situated to Sprint with respect to material matters relevant to the terms and conditions of the license granted to the Third Party, then Embarq will grant a license to the Sprint Group member on terms and conditions no less favorable than the terms and conditions contained in the license to the Third Party. If the preceding sentence does not apply, then the Sprint Group member and Embarq (or the relevant Embarq Group member) will negotiate a license on commercially reasonable terms.

(b) If a dispute under Section 4.04(a) escalated under SDA Section 7.01 is not resolved, either party may initiate arbitration proceedings as follows:

(ii) if the dispute relates to the royalty rate, the dispute will be submitted to a panel of three arbitrators, wherein each arbitrator is knowledgeable about patent valuation.

(c) No Embarq Group member may initiate an arbitration proceeding against a Sprint Group member under Section 4.04(b) unless:

(i) 60 days have elapsed after the Embarq Group member provided notice to the Sprint Group member that it should request a license;

(ii) the Embarq Group member has provided a form of license agreement that it is prepared to execute and a certification that either Section

4.04(a)(ii) applies, or the terms and conditions of the form of license agreement are no less favorable to the Sprint Group member than those contained in a license with a Third Party that is similarly situated to the Sprint Group member with respect to material matters relevant to the license; and

(iii) the parties have not entered into negotiations for a license under Section 4.04(a) .

(d) For a period of eight (8) years after the Distribution Date, the arbitration procedure set forth in Section 4.04(b) will be the sole and exclusive remedy in connection with any dispute between the parties relating to the Embarq Patents and each party irrevocably waives any right to bring an action or other proceeding with respect to the Embarq Patents in or before any Governmental Authority.

(e) Royalties payable by a Sprint Group member to Embarq under any license granted under this Section 4.04 will accrue for any conduct not protected by a covenant under this agreement. No Sprint Group member will assert a defense of laches or urge any adverse affect on the rights of any Embarq Group member because the Embarq Group members have complied with this Section 4.04(a) . The preceding sentence does not limit the application of 15 United States Code § 286, as amended.

(f) If an Embarq Group member grants or amends a license under an Embarq Patent to any Third Party to provide a royalty rate more favorable than the royalty rate required of a Sprint Group member, then the royalty payable by the Sprint Group member may be adjusted down, at the Sprint Group member’s option, to provide the more favorable royalty rate effective as of the date of the grant of the more favorable royalty rate to the Third Party (subject to appropriate adjustment to the terms and conditions of the license held by the Sprint Group member for any differences in terms and conditions of the Third Party license). Embarq will notify any Sprint Group member if any Embarq Patent licensed to the Sprint Group member is licensed to a Third Party that is similarly situated to the Sprint Group member with respect to material matters relevant to the license and the terms and conditions of the Third Party license are more favorable than those granted to the Sprint Group member.

(g) Sprint is entitled to copies of any Third Party license agreement that is the basis for making any license request under Section 4.04(a) or for making any adjustment under Section 4.04(f) , subject to confidentiality obligations to the Third Party. If confidentiality obligations to the Third Party prevent delivery of a Third Party license to Sprint, then Embarq and Sprint will cooperate to determine and implement a commercially reasonable procedure to allow Sprint to confirm the terms and conditions of the Third Party license.

(h) As used in this Section 4.04 , a “license” to a Third Party includes grants of license rights and any covenants by an Embarq Group member not to assert patent rights against the Third Party, and any other similar rights to use.

ARTICLE 5

LIMITED WARRANTIES AND REPRESENTATIONS

Section 5.01 All Rights Granted “AS IS” . Except as stated in the last sentence of Section 2.01 and Section 3.03(b) , all patents and intellectual property covered by this agreement are furnished “AS IS,” without any representations or warranties of any kind, whatsoever.

Section 5.02 Disclaimer of Implied Warranties . Each Group assumes total responsibility and risk for its use of any patents or intellectual property covered by this agreement. Neither Group makes, and each Group expressly disclaims, any implied warranties of any kind whatsoever, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose, implied warranties of title or non-infringement, or any implied warranty that the intellectual property is “error free.”

ARTICLE 6

CLAIMS AND DISPUTES

Section 6.01 Equitable Remedies . Money damages alone will not be an adequate remedy if a Group member exceeds the scope of its rights granted by this agreement for any other breach or threatened breach of any obligation under this agreement. In addition to any other remedies at law (but subject to Sections 3.04 and 4.04 ), a non-breaching Group member is entitled to seek injunctive relief against any continued action by the other Person.

Section 6.02 SDA Provisions . All claims, disputes or controversies under this agreement between Embarq, Sprint or any of their Group members will be subject to SDA Section 7.01. The indemnification obligations and procedures specified in the SDA are hereby incorporated into and made applicable to this agreement. In addition to the indemnification obligations specified in the SDA, Embarq and Sprint must indemnify and defend the other, each member of the other’s Group and each of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all Third Party Claims arising out of a Group member’s (1) possession, or (2) use of any kind, or (3) exercise of any right granted under this agreement in accordance with the provisions of Article 6 of the SDA. Claims, disputes or controversies under this agreement are subject to arbitration to the extent stated in Sections 3.04 and 4.04 , but are not subject to arbitration under Article 7 of the SDA.

Section 6.03 Notice . Any notice, demand, claim or other communication under this agreement must be given as provided in the Software and Proprietary Information Agreement.

ARTICLE 7

MISCELLANEOUS

Section 7.01 Amendment . This agreement may not be amended except by a writing executed by the Parties.

Section 7.02 Governing Law . The validity, interpretation and enforcement of this agreement will be governed by the laws of the State of Delaware, without giving effect to its provisions relating to choice of law.

Section 7.03 Priority of Agreements . If there is a conflict between any provision of this agreement and the SDA (or any other agreement referred to in the SDA), the provisions of this agreement will control.

Section 7.04 Assignment . This agreement can not be assigned by either party without the other party’s prior written consent except that any party can assign this agreement to any member of its Group (but only for so long as the assignee remains a Group member). This agreement is binding on and will inure to the benefit of and be enforceable by Sprint, Embarq, the members of their Groups (so long as they remain in the Group and thereafter as provided in this agreement), and their successors and permitted assigns.

Section 7.05 No Third Party Beneficiaries . Except for the indemnification provided in Section 6.02 , this agreement is solely for the benefit of Sprint, Embarq and the members and former members of their Groups and does not confer any rights or remedies on Third Parties (including any employees of any Sprint Group member or any Embarq Group member).

Section 7.06 Entire Agreement . This agreement is the entire agreement among the Embarq Group and the Sprint Group relating to the Sprint Patents and the Embarq Patents. No prior understandings, whether written or oral, will be binding on any Group member unless in a writing signed on or after the date of this agreement.

Section 7.07 Counterparts . This agreement may be executed in multiple counterparts, each of which will be an original, but all of which together will constitute one instrument. Each counterpart may consist of several copies each signed by less than all, but together signed by all, the parties.

Section 7.08 No Waiver . The failure of any group member to exercise any right, power or remedy is not a waiver of any other right, power or remedy.

Section 7.09 Rules of Construction . This agreement will be fairly interpreted in accordance with its terms and without any construction in favor of or against either party.

Section 7.10 No Other Rights Granted . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT NO OTHER RIGHTS ARE GRANTED WITH RESPECT TO THE SPRINT PATENTS AND THE EMBARQ PATENTS.

Section 7.11 No Other Enforcement Required . This agreement does not require any member of any Group to enforce or otherwise assert any patents or other intellectual property rights against any Third Party.

Section 7.12 Further Assurances . At the request of the other, each Party will execute and deliver or cause the members of its Group to execute and deliver any further documents reasonably necessary to vest title to patents, patent applications and inventions as provided in this agreement.

Section 7.13 Bankruptcy . All covenants not to assert granted hereunder are intended to be and should be considered rights protected by Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 101 et seq. (“365(n)”). All rights under this agreement will be deemed to exist

immediately before the occurrence of any bankruptcy case in which a member of the Sprint Group or a member of the Embarq Group is a debtor. Each non-debtor will retain and may fully exercise all of its rights and elections under the Bankruptcy Code or equivalent legislation in any other jurisdiction. Without limiting the generality of the foregoing, to the maximum extent permitted by law, the covenants not to assert granted by this agreement will not be affected by a rejection of this agreement in bankruptcy, and will continue subject to the terms and conditions of this agreement. If this agreement is rejected or deemed rejected in a bankruptcy proceeding (a “ Rejection ”), the debtor will provide written notice thereof to the non-debtor. If any rights under this agreement are determined by a bankruptcy court not to be “intellectual property” rights for purposes of Section 365(n), all of those rights will remain vested in, and fully retained by, the non-debtor party after any Rejection.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement as of May 17, 2006.


SPRINT NEXTEL CORPORATION

By		/s/ CHARLES WUNSCH
Name:		Charles Wunsch
Title:		Vice President

EMBARQ CORPORATION

By		/s/ MICHAEL B. FULLER
Name:		Michael B. Fuller
Title:		Chief Operating Officer

Exhibit A

Embarq Patents

- 1 -


Docket Number	Inventors	Application #	Assignee	Patent #	Title
012	House, J.A. McCormick, David McCoy, George	08/107,932	Premier Telecom Products, Inc.	5,411,414	Electrical Connector

794	Bottner, Alfred J.	326,311	United Telecommunications, Inc.	D274,428	Housing for an Automatic Telephone Alarm System

800	Fahey, R.J. Resnick, M.L.	94,242	United Telecommunications, Inc.	4,454,502	Apparatus for Monitoring and Signaling System

1012	Stickney, David R.	06/877,526	United Telephone Company of Ohio	5,337,343	Headset Bridge for Operating Multiple Communication Devices

1073	Alley, Willard K. Kinsler, Sidney C. Knapp, Dale A.	08/506,941	Sprint Communications Company L.P.	5,687,224	Telecommunications Circuit Provisioning & Administration System

1107	Asplen, Brennan	08/770,744	Sprint Communications Company L.P.	6,044,354	Computer-Based Product Planning System

1396	Mwaura, James Smith, Dwayne	09/583,7-5	Sprint Communications Company L.P.	6,591,274	Computer Software Framework and Method for Accessing Datat from One or More Datastores for Use by One or More Computing Applications

1415	Ibitayo, Kemi Levi, Joey Pringle, Jason Smith, Dwayne Terrell, Scott Tucker, James	09/579,623	Sprint Communications Company L.P.	7,031,976	Computer Framework and Method for Isolating a Business Component from Specific Implementations of a Datastore

1416	Ibitayo, Kemi Levi, Joey Pringle, Jason Smith, Dwayne Tucker, James	09/796,191	Sprint Communications Company L.P.		Method for Enumerating Data Pages in a Stateless, Distributed Computing Environment

1752	Huey, Brian M. Hulett, Rick Kelly, Mark G.	09/990,745	Sprint Communications Company L.P.	abandoned	Information and Service Delivery and Management System for Multiple Room Settings


1853	Ray, Amar N.	10/167,740	Sprint Communications Company L.P.	6,968,053	Acoustic Signal Transfer Device

1922 1922a	Autry, Rusty McHugh, Lawrence E. Standifer, Ronald L.	10/288,108 11/177,628	Sprint Communications Company L.P.	6,981,685	Frame for Supporting Telecommunications Equipment

1927	Owens, Steven B.	10/236,286	Sprint Communications Company L.P		System for Integrating and Controlling a School’s Communication Systems

1945	Ben Parker Rick Hulett Brian Huey Randy Hiser	10/304,226	Sprint Communications Company L.P.		PERSONALIZED HOSPITALITY MANAGEMENT SYSTEM

1986 1986a	Blank, Richard D. Finch, Douglas B. Morris, John L.	10/236,565 11/238,055	Sprint Communications Company L.P.	6,987,837	Close-Out Test System

2146 2146 PCT	Ben Parker Rick Hulett Brian Huey Randy Hiser	10/319,985 US03/34277	Sprint Communications Company L.P.		METHOD AND SYSTEM FOR PROVIDING CUSTOMIZED MEDIA CONTENT

2147	Ben Parker Rick Hulett Brian Huey Randy Hiser	10/331,818	Sprint Communications Company L.P.		CUSTOMIZING USER EXPERIENCES USING A UNIVERSAL PERSONAL PROFILE

2192	Porter, Duane L.	10/607,788	Sprint Communications Company L.P.		Enhanced Distributed Extract, Transform and Load (ETL) Computer Method

2198	Shivananada, Sunitha Sripathi, Raj Winner, Angela	10/429,614	Sprint Communications Company L.P.		System and Method for Access Provisioning in Multiple Telecommunications Technologies

2235	Gregory, Michael A. McDougal, Harold Neidecker, Stan	10/610,117	Sprint Communications Company L.P.		System and Method for Automated Routing and Processing of Telecommunication Service Orders

2237	Chalk, Andrew	10/456,301	Sprint Communications Company L.P.	6,850,611	System and Method for Code Routing in a Telephony Network

2254	Gregory, Michael A. McDougal, Harold Neidecker, Stan	10/610,191	Sprint Communications Company L.P.		Method and System for Identifying and Categorizing Past Due Telecommunication Service Orders


2255	Gregory, Michael A. McDougal, Harold Neidecker, Stan	10/610,208	Sprint Communications Company L.P.		System and Method for Ordered Processing of Telecommunication Service Orders

2256	Gregory, Michael A. McDougal, Harold Neidecker, Stan	10/610,118	Sprint Communications Company L.P.		System and Method for Prioritizing the Analysis of Telecommunication Service Orders

2277	Klamm, Doug McMillan, Brian	10/608,994	Sprint Communications Company L.P.	6,818,829	Buried Splice Enclosure

2355	Cheema, Farooq Dwekat, Zyad Fries, Jeffrey Lowe, John	10/715,781	Sprint Communications Company L.P.		System and Method for Managing Telecommunication Trunk Groups

2408	Nicholas, Beverly	10/730,071	Sprint Communications Company L.P.		System and Method for Providing Automated Telephone Training

2411	Owens, Steve, B.	10/694,337	Sprint Communications Company L.P.		Audio/Visual Media Controller

2418	Sriram, Nandhakumar	10/668,732	Sprint Communications Company L.P.		QUEUING CONNECTOR TO PROMOTE MESSAGE SERVICING

2438	Dwekat, Zyad Fries, Jeffrey	10/669,928	Sprint Communications Company L.P.		Switch Code Routing Management Method and System

2453	Radel, William Warty, Ameya W.	10/622,741	Sprint Communications Company L.P.		Electronic Joint Use Proposal Method

2478	Cook, Andrew V.	10/645,183	Sprint Communications Company L.P.		Method and Apparatus for Integrating Point-to-Point Networks with Multipoint Networks

2544	Etheridge, Cathy Glover, Rich Istok, Jennifer Liston, Dana Maas, David McLellan, Lisa Kay Robinson, Deborah	10/746,983	Sprint Communications Company L.P.		Method and System for Automatically Requesting, Generating and Maintaining ATM Addresses



2587	Carrier, Alan Fries, Jeffrey	10/787,962	Sprint Communications Company L.P.	Computerized System and Method for Collecting and Storing Universal Line Usage Information in a Telecommunications Network

2594	Broome, Frank Fries, Jeffrey Ward, Bill	10/788,157	Sprint Communications Company L.P.	Computerized System and Method for Generating Universal Line Usage Reports

2595	Edwards, Bill (William) Fries, Jeffrey	10/787,345	Sprint Communications Company L.P.	Computerized System and Method for Updating the Layout of a Telecommunications Network

2596	Broome, Frank Edwards, Bill (William) Fries, Jeffrey	10,787,340	Sprint Communications Company L.P.	Computerized System and Method for Displaying Line Unit Performance Details and Load Balance Activity

2597	Fries, Jeffrey	10/787,978	Sprint Communications Company L.P.	Computerized System and Method for Displaying Line Usage Reports

2598	Brenton, Jim Hermstedt, Matt Martin, Mike Reece, David	10/789,292	Sprint Communications Company L.P.	Method and System for Providing Secure, Centralized Access to Remote Elements

2638	Goggans, James Talukdar, Debashis	10/791,967	Sprint Communications Company L.P.	Method and System for Rapidly Presenting Network-Element Transient Data

2642	Sripathi, Raj Winner, Angela	10/790,411	Sprint Communications Company L.P.	C2P Provisioning Late- Breaking Scenarios

2643	Fong, Wai Kit Saladi, Naresh	10/881,385	Sprint Communications Company L.P.	CUSTOMIZABLE WORKFLOW REPORTER


2694	Jacobs, Alan Owens, Steven B.	10/803,046	Sprint Communications Company L.P.	Media Administering System and Method

2810	Meinsen, David	10/969,590	Sprint Communications Company L.P.	COMPUTERIZED METHOD AND SYSTEM FOR DOCUMENTING A PROCESS

2811	Meinsen, David	10/969,537	Sprint Communications Company L.P.	COMPUTERIZED METHOD AND SYSTEM FOR INCORPORATING CONTROL CARD FUNCTIONALITY INTO A PROCEDURE

2812	Meinsen, David Costello, David F. Ryan, Edwin Shaw, Douglas	10/969,534	Sprint Communications Company L.P.	COMPUTERIZED METHOD AND SYSTEM FOR GENERATING PROCEDURES CAPABLE OF BEING USED WITH MULTIPLE DATABASES

2854	Owens, Steven B.	10/951,740	Sprint Communications Company L.P.	Video-All-Call System and Method for a Facility

2893	Kelly, Mark G. Owens, Steven B.	10/928,568	Sprint Communications Company L.P.	Remote Control for a Facility

2896	Meinsen, David	10/999,510	Sprint Communications Company L.P.	SYSTEM AND METHOD FOR AUTOMATING DISASTER RECOVERY OF A MAINFRAME COMPUTING SYSTEM

2897	Meinsen, David	10/999,557	Sprint Communications Company L.P.	SYSTEM AND METHOD FOR PROVIDING RESOLUTIONS FOR ABNORMALLY ENDED JOBS ON A MAINFRAME COMPUTER SYSTEM

3017	Dietrich, Brenda	Closed	Sprint Communications Company L.P.	Packet Conversion Service Order Tracking

3029	Dwekat, Zyad Fries, Jeffrey Hanford, Robert Raines, Robert	11/095,078	Sprint Communications Company L.P.	System and Method for Auditing Switch Code Routing Instructions


3044	Drake, Peter McLellan, Lisa Kay Metz, George	11/058,470	Sprint Communications Company L.P.	Method and System for Processing Communications Orders

3062	Owens, Steven B.	11/042,263	Sprint Communications Company L.P.	Multi-Campus Mobile Management System

3015	Cheema, Farooq Dwekat, Zyad Fries, Jeffrey Lowe, John	11/041,467	Sprint Communications Company L.P.	A Method and System for Providing Service Request Notifications Related to a Communications Network

3144	Owens, Steven B.	11/074,861	Sprint Communications Company L.P.	IP Based Scheduling and Control of Digital Video Content Delivery

3176	Cheema, Farooq Dwekat, Zyad Espinoza, Rachael Johnson, Shawna Leathers, Vernique	11/125,994	Sprint Communications Company L.P.	Methods and Systems for Automating Data Transactions in a CLEC Interface Model

3239	Okeson, Warren Toman, Ronald Lambert, Larry C.	11/154,620	Sprint Communications Company L.P.	Changing Line Cards Associated with a Communications Network

3240	Boland, Kevin Tedder, Kenneth Dwekat, Zyad	11/159,800	Sprint Communications Company L.P.	Managing Information Describing a Communications Network

3339	Tucker, Curtis	Closed	Sprint Communications Company L.P.	IPTV Channel Change Control

3345	Cheema, Farooq	11/226,755	Sprint Communications Company L.P.	Converting a Toll Calling Area to an Extended Area Service

3346	Tucker, Curtis	Closed	Sprint Communications Company L.P.	Universal VOD Server with Middle Ware

3492	Olson, Traci Tim Greene Terri Luebbering Bernie Hurst Guy Bower Brian Hattaway	11/411,727	Sprint Communications Company L.P.	A SYSTEM AND METHOD FOR ADMINISTERING A CONSTRUCTION ACTIVITY FOR A TELECOMMUNICATIONS COMPANY


3493	Olson, Traci	Closed	Sprint Spectrum L.P.	ECP Charge in Process Automation and Enforcement

3548	Guy Bauer Traci Olson	Closed	Sprint Communications Company L.P.	Design to Workflow Selection and Rules in ECP

3549	Guy Bauer Traci Olson	Closed	Sprint Communications Company L.P.	As-Built to Inventory Selection and Rules in ECP

3550	Guy Bauer Traci Olson	Closed	Sprint Communications Company L.P.	Billing Integration to Design and Workflow Systems in EC

3568	Divens, Steven Drye, Donald Dwekat, Zyad Haley, Darryl Odum, Jerry	11/271,724	Sprint Communications Company L.P.	ATM Frame Relay Capacity Management

3615	Boggs, Patricia Fleenor, Michael	11/290,390	Sprint Communications Company L.P.	RNP OSP Pricing System

3651	Boggs, Patricia Fleenor, Michael	11/289,807	Sprint Communications Company L.P.	System-Independent Cost-Prediction Application

3744	Ray, Amar N	Unfiled		Alternate Low Cost Solution for Home Hub/Docking Station Address Based 911

3768	Shook, David Kavulich, Andrew Blank, Bradley	Unfiled		Task Arbitrator (TA)

3805	Bugenhagen, Michael	Unfiled		Ethernet First Mile QOS Operational Measures

3839	Bugenhagen, Michael	Unfiled		Service Layer Line State Translations for Inter Carrier Signaling

3841	Schultz, Justin	Unfiled		System and Method to Complete NRUF Forms and Facilitate Number Pooling

3842	Bugenhagen, Michael	Unfiled		Integrated Ethernet Access


3865	Fleenor, Michael Joyner, William Rhodes, Juanita Williamson, Teri Clark, Ronald HMallory, Toddarrell Combs, Amy Jo Bagavathy, Sangeetha	Unfiled	DSL Tracking System

3875	Bugenhagen, Michael	Unfiled	Class 5 Wireless Hijack

3876	Bugenhagen, Michael	Unfiled	IP Based Remote Cell Phone Repeater

3907	Bugenhagen, Michael	Unfiled	Fixed Point VPN Diagnostics Tools Service

3923	Trueman, Tom (Roger) Rock, Joseph E. Cline, Timothy	Closed	Smart Network Phone

3969	Bugenhagen, Michael	Unfiled	Fixed Point VPN Diagnostics Tools Service

Exhibit 4.1

EMBARQ CORPORATION

AND

J.P. MORGAN TRUST COMPANY,

NATIONAL ASSOCIATION

Trustee

INDENTURE

Dated as of May 17, 2006

EMBARQ CORPORATION

Certain Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:


Trust Indenture Act Section				Indenture Section
§ 310(a)(1)				609
(a)(2)				609
(a)(3)				Not Applicable
(a)(4)				Not Applicable
(b)				608
				610
§ 311(a)				613
(b)				613
§ 312(a)				701
				702
(b)				702
(c)				702
§ 313(a)				703
(b)				703
(c)				703
(d)				703
§ 314(a)				704
(a)(4)				101
				1004
(b)				Not Applicable
(c)(1)				102
(c)(2)				102
(c)(3)				Not Applicable
(d)				Not Applicable
(e)				102
§ 315(a)				601
(b)				602
(c)				601
(d)				601
(e)				514
§ 316(a)				101
(a)(1)(A)				502
				512
(a)(1)(B)				513
(a)(2)				Not Applicable
(b)				508
(c)				104
§ 317(a)(1)				503
(a)(2)				504
(b)				1003
§ 318(a)				107

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS


		*Page*
ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101. Definitions		1
Section 102. Compliance Certificates and Opinions		10
Section 103. Form of Documents Delivered to Trustee		11
Section 104. Acts of Holders; Record Dates		12
Section 105. Notices, Etc., to Trustee or Company		14
Section 106. Notice to Holders; Waiver		14
Section 107. Conflict with Trust Indenture Act		15
Section 108. Effect of Headings and Table of Contents		15
Section 109. Successors and Assigns		15
Section 110. Separability Clause		15
Section 111. Benefits of Indenture		15
Section 112. Governing Law		15
Section 113. Legal Holidays		16
Section 114. Counterparts		16

ARTICLE II FORMS OF SECURITIES

Section 201. Forms Generally		16
Section 202. Form of Face of Security		16
Section 203. Form of Reverse of Security		18
Section 204. Form of Legend for Global Securities		23
Section 205. Form of Trustee’s Certificate of Authentication		24
Section 206. CUSIP Numbers		24

ARTICLE III THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series		24
Section 302. Denominations		27
Section 303. Execution, Authentication, Delivery and Dating		27
Section 304. Temporary Securities		29
Section 305. Registration, Registration of Transfer and Exchange		29
Section 306. Mutilated, Destroyed, Lost and Stolen Securities		31
Section 307. Payment of Interest; Interest Rights Preserved		32
Section 308. Persons Deemed Owners		33
Section 309. Cancellation		33
Section 310. Computation of Interest		33

ARTICLE IV SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture		34
Section 402. Application of Trust Money		35

ARTICLE V REMEDIES

Section 501. Events of Default		35
Section 502. Acceleration of Maturity, Rescission and Annulment		37


		*Page*
Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee		38
Section 504. Trustee May File Proofs of Claim		39
Section 505. Trustee May Enforce Claims Without Possession of Securities		39
Section 506. Application of Money Collected		39
Section 507. Limitation on Suits		40
Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest		40
Section 509. Restoration of Rights and Remedies		41
Section 510. Rights and Remedies Cumulative		41
Section 511. Delay or Omission Not Waiver		41
Section 512. Control by Holders		41
Section 513. Waiver of Past Defaults		41
Section 514. Undertaking for Costs		42
Section 515. Waiver of Usury, Stay or Extension Laws		42

ARTICLE VI THE TRUSTEE

Section 601. Certain Duties and Responsibilities		42
Section 602. Notice of Defaults		43
Section 603. Certain Rights of Trustee		43
Section 604. Not Responsible for Recitals or Issuance of Securities		44
Section 605. May Hold Securities		44
Section 606. Money Held in Trust		44
Section 607. Compensation and Reimbursement		44
Section 608. Conflicting Interests		45
Section 609. Corporate Trustee Required; Eligibility		45
Section 610. Resignation and Removal; Appointment of Successor		46
Section 611. Acceptance of Appointment by Successor		47
Section 612. Merger, Conversion, Consolidation or Succession to Business		48
Section 613. Preferential Collection of Claims Against Company		49

ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders		49
Section 702. Preservation of Information; Communications to Holders		49
Section 703. Reports by Trustee		50
Section 704. Reports by Company		50

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company May Consolidate, Etc., Only on Certain Terms		50
Section 802. Successor Substituted		51

ARTICLE IX SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders		51
Section 902. Supplemental Indentures with Consent of Holders		53
Section 903. Execution of Supplemental Indentures		54
Section 904. Effect of Supplemental Indentures		54


		*Page*
Section 905. Conformity with Trust Indenture Act		54
Section 906. Reference in Securities to Supplemental Indentures		54

ARTICLE X COVENANTS

Section 1001. Payment of Principal, Premium and Interest		55
Section 1002. Maintenance of Office or Agency		55
Section 1003. Money for Securities Payments to Be Held in Trust		55
Section 1004. Statement by Officers of the Company as to Default		56
Section 1005. Existence of the Company		57
Section 1006. Maintenance of Properties of the Company		57
Section 1007. Payment of Taxes and Other Claims by the Company		57
Section 1008. Limitation Upon Mortgages and Liens of the Company		57
Section 1009. Waiver of Certain Covenants of the Company		58

ARTICLE XI REDEMPTION OF SECURITIES

Section 1101. Applicability of Article		58
Section 1102. Election to Redeem; Notice to Trustee		58
Section 1103. Selection by Trustee of Securities to Be Redeemed		59
Section 1104. Notice of Redemption		59
Section 1105. Deposit of Redemption Price		60
Section 1106. Securities Payable on Redemption Date		60
Section 1107. Securities Redeemed in Part		61

ARTICLE XII SINKING FUNDS

Section 1201. Applicability of Article		61
Section 1202. Satisfaction of Sinking Fund Payments with Securities		61
Section 1203. Redemption of Securities for Sinking Fund		62

ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE

Section 1301. Option to Effect Defeasance or Covenant Defeasance		62
Section 1302. Defeasance and Discharge		62
Section 1303. Covenant Defeasance		63
Section 1304. Conditions to Defeasance or Covenant Defeasance		63
Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions		65
Section 1306. Reinstatement		66

ARTICLE XIV HOLDERS’ MEETINGS

Section 1401. Purposes for Which Meetings May be Called		66
Section 1402. Manner of Calling Meetings		67
Section 1403. Call of Meetings by Company or Holders		67
Section 1404. Who May Attend and Vote at Meeting		67
Section 1405. Regulations May be Made by Trustee		68
Section 1406. Evidence of Actions by Holders		68
Section 1407. Exercise of Rights of Trustee and Holders Not to be Hindered or Delayed		68

INDENTURE , dated as of May 17, 2006, among EMBARQ CORPORATION, a Delaware corporation (herein called the “Company”), having its principal office at 5454 W. 110th Street, Overland Park, Kansas and J.P. Morgan Trust Company, National Association, a national banking association, as Trustee (herein called the “Trustee”).

R ECITALS OF THE C OMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

N OW , T HEREFORE , T HIS I NDENTURE W ITNESSETH :

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

Section 101. Definitions .

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”;

(5) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(6) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Attributable Debt” means, as to any Sale and Leaseback Transaction under which any Person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to such date of determination at the rate of interest per annum implicit in the terms of such lease, as determined in good faith by the Company, compounded annually. The net amount of rent required to be paid under any such lease for any such period shall be the amount of rent payable by the lessee with respect to such period, after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and contingent rents.

“Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification.

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

“Capital Lease Obligations” means indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles and the amount of such indebtedness shall be the capitalized amount of such obligations determined in accordance with generally accepted accounting principles consistently applied.

“Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” mean, respectively, a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Consolidated Net Tangible Assets” means the consolidated total assets of the Company and its Subsidiaries as reflected in the Company’s most recent balance sheet preceding the date of determination prepared in accordance with generally accepted accounting principles consistently applied, less (i) current liabilities (excluding current maturities of long-term debt and Capital Lease Obligations) and (ii) goodwill, tradenames, trademarks, patents, minority interests of others, unamortized debt discount and expense and other like intangible assets (other than any investments in permits or licenses issued, granted or approved by the Federal Communications Commission or any successor thereto or any state regulatory commission).

“Corporate Trust Office” means the office of the Trustee in Chicago, Illinois at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at 227 West Monroe Street, Suite 2600, Chicago, Illinois 60606, Attention: Worldwide Securities Services.

“Corporation” means a corporation, association, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 1303.

“Defaulted Interest” has the meaning specified in Section 307.

“Defeasance” has the meaning specified in Section 1302.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

“Event of Default” has the meaning specified in Section 501.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 104.

“Funded Debt” means (i) all indebtedness which by its terms matures more than 12 months from the creation, extension or renewal thereof or which is extendible or renewable at the option of the obligor on such indebtedness to a time more than 12 months after its creation, extension or renewal, and (ii) all guarantees, direct or indirect, of indebtedness of others which mature more than 12 months from the date of guarantee thereof or which are extendible or renewable at the option of the obligor to a time more than 12 months after the date of guarantee, except guarantees arising in connection with swap obligations including obligations of any person pursuant to any interest rate or currency swap agreement, interest rate cap, collar or floor agreement or other similar agreement or arrangement, or the sale, discount, guarantee or pledge of notes, chattel mortgages, leases, accounts receivable, trade acceptances and other paper arising, in the ordinary course of business, out of installment or conditional sales to or by, or transactions involving title retention with, distributors, dealers or other customers, of merchandise, equipment or services. The Company shall be deemed to have assumed any Funded Debt secured by any mortgage, pledge or other lien, or any title retention agreement, upon any of its property or assets whether or not it has actually done so.

“Global Security” means a Security registered in the name of a Depositary or a nominee thereof that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.

“Interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement or zoning restriction, encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 501(4) or 501(5).

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 on behalf of the Company shall be its principal executive, financial or accounting officer.

“Opinion of Counsel” means a written opinion of counsel for the Company who may be an employee of or counsel for the Company, and who shall be reasonably acceptable to the Trustee.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except :

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii) Securities as to which Defeasance has been effected pursuant to Section 1302; and

(iv) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Participant” has the meaning specified in Section 204.

“Paying Agent” means any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

“Permitted Liens” means (i) Liens existing on the date hereof; (ii) Liens on Property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase price thereof or to secure any indebtedness incurred prior to, at the time of or within 270 days after the acquisition of such Property for the purpose of financing all or any part of the purchase price thereof; (iii) Liens securing indebtedness owing by a Restricted Subsidiary to the Company or any wholly-owned Subsidiary of the Company; (iv) Liens on Property of any entity, or on the stock, indebtedness or other obligations of such entity, existing at the time (a) such entity becomes a Restricted Subsidiary, (b) such entity is merged into or consolidated with the Company or a Restricted Subsidiary or (c) the Company or a Restricted Subsidiary acquires all or substantially all of the assets of such entity; provided that no such Lien extends to any other Property of the Company or any other Restricted Subsidiary; (v) Liens on Property to secure any indebtedness incurred to provide funds for all or any part of the cost of development of or improvements to such Property; (vi) Liens on the Property of the Company or any of its Restricted Subsidiaries securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (b) contingent obligations on surety and appeal bonds and (c) other nondelinquent obligations of a like nature, in each case, incurred in the ordinary course of business; (vii) Liens securing Capital Lease Obligations, provided that (a) any such Lien attaches to the Property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the Property so acquired; (viii) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set off or similar rights and remedies as to deposit accounts or other funds, provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company or such Restricted Subsidiary, as the case may be, in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Company or such Restricted Subsidiary to provide collateral to the depository institution; (ix) pledges or deposits under workers’ compensation laws, unemployment insurance laws or similar legislation; (x) statutory and tax Liens for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings; (xi) Liens arising solely by operation of law, such as mechanics’, materialmen’s, warehouseman’s and carriers’ Liens and Liens of landlords or of mortgages of landlords, on fixtures and movable Property located on premises leased in the ordinary course of business; (xii) Liens on personal Property, other than shares of stock or indebtedness of any Restricted Subsidiary, to secure loans maturing not more than one year from the date of the creation thereof and on accounts receivable associated with a receivables financing program of the Company or any of its Restricted Subsidiaries; (xiii) any Lien created by or resulting from litigation or any other proceeding against, or upon property of, the Company or any Restricted Subsidiary, or any lien for worker’s compensation awards or similar awards, so long as the finality of such judgment or award is being contested and execution thereon is stayed or such Lien relates to a final unappealable judgment that is satisfied within 30 days of such judgment or any Lien incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding; provided that such judgment or award does not constitute an Event of Default under clause (5) of Section 501; (xiv) Liens on the real

property of the Company or a Restricted Subsidiary that constitute minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of such real property, provided that all of the liens referred to in this clause (xiv) in the aggregate do not at any time materially detract from the value of such real property or materially impair its use in the operation of the business of the Company and its Subsidiaries; (xv) Liens on Property of the Company or a Restricted Subsidiary securing indebtedness or other obligations issued by the United States of America or any State thereof or any department, agency or instrumentality or political subdivision thereof, or by any other country or any political subdivision thereof, for the purpose of financing all or any part of the purchase price of (or, in the case of real property, the cost of construction on or improvement of) any property or assets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financings); and (xvi) any renewal, extension or replacement (in whole or in part) of any Lien permitted pursuant to exceptions (i), (ii), (iv), (v), (vii) and (xv) above or of any indebtedness secured thereby, provided that such extension, renewal or replacement Lien shall be limited to all or any part of the same Property that secured the Lien extended, renewed or replaced (plus improvements on such Property) and the principal amount of indebtedness secured thereby and not otherwise authorized by clauses (i), (ii), (iv), (v), (vii) and (xv) shall not exceed the principal amount of indebtedness plus any premium or fee payable in connection with any such renewal, extension or replacement so secured at the time of such renewal, extension or replacement.

“Person” means any individual, Corporation, partnership, limited liability company, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Property” means any asset or property of a Person, whether now owned or hereafter acquired, or any interest therein or any income or profits therefrom, including capital stock and indebtedness of Subsidiaries.

“Receivables Subsidiary” means a special purpose wholly-owned Subsidiary created in connection with any transactions that may be entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries may sell, convey, grant a security interest in or otherwise transfer undivided percentage interests in its receivables.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

“Responsible Officer”, when used with respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman of the executive committee of the board of directors, the chairman of the trust committee, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means any Subsidiary of the Company (other than a Receivables Subsidiary) if (i) such Subsidiary has substantially all of its Property in the United States (other than its territories and possessions) and (ii) at the end of the most recent fiscal quarter of the Company preceding the date of determination, the aggregate amount, determined in accordance with generally accepted accounting principles consistently applied, of securities of, loans and advances to, and other investments in, such Subsidiary held by the Company and its other Subsidiaries, less any securities of, loans and advances to, and other investments in the Company and the Company’s other Subsidiaries held by such Subsidiary or any of its Subsidiaries, exceeded 15% of the Consolidated Net Tangible Assets.

“Sale and Leaseback Transaction” means, with respect to the Company or a Restricted Subsidiary, any direct or indirect arrangement pursuant to which Property is sold or transferred by the Company or such Restricted Subsidiary, as the case may be, and is thereafter leased back from the purchaser or transferee thereof by the Company or such Restricted Subsidiary, as the case may be.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means a Corporation, partnership, limited liability company or other business organization, whether or not incorporated, a majority of the Voting Securities of which are owned, directly or indirectly, by the Company.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“U.S. Government Obligation” has the meaning specified in Section 1304.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Voting Securities” of a Subsidiary means the stock or other ownership or equity interests, of whatever class or classes, the holders of which ordinarily have the power to vote for the election of the members of the board of directors, managers or trustees of such Subsidiary (other than stock or other ownership or equity interests having such power only by reason of the happening of a contingency).

Section 102. Compliance Certificates and Opinions .

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee .

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 104. Acts of Holders; Record Dates .

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be

construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other parties hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part

of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Section 105. Notices, Etc., to Trustee or Company .

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee by hand delivery, registered or certified mail (postage prepaid, return receipt requested), telecopier or overnight courier guaranteeing next day delivery at its Corporate Trust Office, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing by hand delivery, registered or certified mail (postage prepaid, return receipt requested), telecopier or overnight courier guaranteeing next day delivery to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Corporate Secretary, or at any other address previously furnished in writing to the Trustee by the Company.

Any notice or communication to the Trustee or the Company shall be deemed to have been duly given or made: at the time delivered by hand, if personally delivered; when receipt is acknowledged, if telecopied; five (5) calendar days after mailing, if sent by registered or certified mail, postage prepaid; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery (except that a notice of change of address or a notice sent by mail to the Trustee shall not be deemed to have been given until actually received by the addressee).

Section 106. Notice to Holders; Waiver .

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing by registered or certified mail (postage prepaid, return receipt requested) or overnight air courier guaranteeing next day delivery to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail or overnight courier, neither the failure to mail or send such notice, nor any defect in any notice so mailed or sent, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act .

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108. Effect of Headings and Table of Contents .

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns .

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 110. Separability Clause .

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 111. Benefits of Indenture .

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 112. Governing Law .

This Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Section 113. Legal Holidays .

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.

Section 114. Counterparts .

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

ARTICLE II

FORMS OF SECURITIES

Section 201. Forms Generally .

The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Section 202. Form of Face of Security .

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

CUSIP No.


No.		$

Embarq 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 , or registered assigns, the principal sum of Dollars on [ if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum, until the principal hereof is paid or made available for payment [ if applicable, insert — , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % 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 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 . or (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].

[ If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of % 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. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]

Payment of the principal of (and premium, if any) and [ if applicable, insert — any such] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , 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 [ if applicable, insert —; 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, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


EMBARQ CORPORATION

By

Attest:

Section 203. 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 May 17, 2006 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and J.P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), 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 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 [ if applicable, insert — , limited in aggregate principal amount to $ ].

[ If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice, but not more than 60 days’ prior 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 following Redemption Price:

The greater of (1) 100% of the principal amount of the Securities to be redeemed and (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 plus basis points. In the case of each of clause (1) and (2), accrued interest will be payable to the Redemption Date.

“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.

“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 is provided fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations obtained. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average 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 Company and 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.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company, which may have other business relationships with the Company.

“Reference Treasury Dealer” means each of and 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 replace such Reference Treasury Dealer with another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each Security of this series to be redeemed on any Redemption Date, 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, then the Remaining Scheduled Payments will be reduced by the amount of interest accrued on such Security to such Redemption Date.]

[ If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [ if applicable, insert — (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at a Redemption Price equal to 100 % of the principal amount, and (2)] at any time [ if applicable, insert — on or after , ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [ if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning of the years indicated,

Redemption

Year

Redemption

Price

Year

Price

and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption [ if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued 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.]

[ If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on in any year commencing with the year and ending with the year through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [ if applicable, insert — on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated,

Year

Redemption Price

For Redemption

Through Operation

of the Sinking Fund

Redemption Price For

Redemption Otherwise

Through Operation

of the Sinking Fund

and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued 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.]

[ If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [ if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.]

[ If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [ if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [ if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [ if applicable, insert — mandatory] sinking fund payments otherwise required to be made [ if applicable, insert — , in the inverse order in which they become due].]

[ If the Security is subject to redemption of any kind, insert — 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.]

[ If applicable, insert — 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 the Security is not an Original Issue Discount Security, insert — 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.]

[ If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [ insert formula for determining the amount ]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]

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 rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company 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 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 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, 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 $ 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.

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 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 none of the Company, the Trustee or any such agent shall be affected by notice to the contrary.

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

Section 204. Form of Legend for Global Securities .

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

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.

The Trustee and the Company may from time to time enter into, and discontinue, an agreement with a Depositary including a “clearing agency” registered under Section 17A of the Exchange Act, which is the owner of the Securities, to establish procedures with respect to the Securities not inconsistent with the provisions of this Indenture. Neither the Company nor the Trustee will have any responsibility or obligation to the Depositary, any direct or indirect participants (the “Participants”) in the book entry system of any such Depositary or the Holders of the Securities with respect to (i) the accuracy of any records maintained by the Depositary or any Participant; (ii) the payment by the Depositary or by any Participant of any amount due to any Holder in respect of the principal amount or redemption or purchase price of, or interest on, any Securities; (iii) the delivery of any notice by the Depositary or any Participant; (iv) the selection of the Holders to receive payment in the event of any partial redemption of the Securities; or (v) any other action taken by the Depositary or any Participant.

Section 205. Form of Trustee’s Certificate of Authentication .

The Trustee’s certificates of authentication shall be in substantially the following form:

Dated:

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

[J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION],

As Trustee

Authorized Signer

Section 206. CUSIP Numbers .

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE III

THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series .

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution of the Company and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate of the Company, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of any Securities of the series is payable;

(5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;

(6) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable if other than the Corporate Trust Office;

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;

(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

(14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;

(16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;

(18) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series;

(19) whether the Securities are to be issued with warrants to purchase other Securities; and

(20) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

Section 302. Denominations .

The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating .

The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication

and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company, all in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for

all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 304. Temporary Securities .

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities, which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

Section 305. Registration, Registration of Transfer and Exchange .

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of like tenor and aggregate principal amount.

At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global

Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.

(3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities .

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 307. Payment of Interest; Interest Rights Preserved .

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the

requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners .

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 309. Cancellation .

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its standard procedures or as otherwise directed by a Company Order, provided , however , that the Trustee shall not be required to destroy such cancelled Securities.

Section 310. Computation of Interest .

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture .

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds, in trust for the purpose, money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money .

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.

ARTICLE V

REMEDIES

Section 501. Events of Default .

“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the

Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5) a default under any bond, debenture, note, guarantee or other evidence of indebtedness for money borrowed by the Company (including a default with respect to Securities of any series other than that series) or any Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company (including this Indenture) or any Subsidiary, whether such Indebtedness now exists or shall hereafter be created, which default shall have resulted in more than $100,000,000 in aggregate principal amount of such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 10% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder; provided , however , that, subject to the provisions of Sections 601 and 602, the Trustee shall not be deemed to have knowledge of such default unless either (A) a Responsible Officer of the Trustee shall have actual knowledge of such default or (B) the Trustee shall have received written notice thereof from the Company, from any Holder, from the holder of any such indebtedness or from the trustee under any such mortgage, indenture or other instrument; or

(6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree

or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or

(8) any other Event of Default provided with respect to Securities of that series.

Section 502. Acceleration of Maturity, Rescission and Annulment .

If an Event of Default (other than an Event of Default specified in Section 501(6) or 501(7)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(6) or 501(7) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee .

The Company covenants that if

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 504. Trustee May File Proofs of Claim .

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided , however , that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 505. Trustee May Enforce Claims Without Possession of Securities .

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 506. Application of Money Collected .

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

F IRST : To the payment of all amounts due the Trustee under Section 607;

S ECOND : To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of

which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and

T HIRD : To the Company.

Section 507. Limitation on Suits .

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest .

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies .

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

Section 510. Rights and Remedies Cumulative .

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver .

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 512. Control by Holders .

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture, and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults .

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of or any premium or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 514. Undertaking for Costs .

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

Section 515. Waiver of Usury, Stay or Extension Laws .

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI

THE TRUSTEE

Section 601. Certain Duties and Responsibilities .

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether

or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 602. Notice of Defaults .

If a default occurs hereunder with respect to Securities of any series and if the Trustee has actual knowledge of such default, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided , however , that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 603. Certain Rights of Trustee .

Subject to the provisions of Section 601:

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, as the case may be, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

Section 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be accountable for the use or application by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities .

The Trustee, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Paying Agent, Security Registrar or such other agent.

Section 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

Section 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder as shall be agreed to in writing between the Company and the Trustee (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee and its directors, officers, employees and agents for, and to hold it harmless against, any loss, liability, damage, claim or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including, without limitation, reasonable fees and expenses of its counsel and the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or similar law.

The provisions of this Section 607 shall survive the resignation or removal of the Trustee, the Defeasance of the Securities pursuant to Article XIII and the termination of this Indenture. The Trustee shall have a lien prior to the Securities as to all property and funds held by it hereunder for any amount owing it pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities.

Section 608. Conflicting Interests .

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

Section 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the

requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee

shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall, upon payment of its charges relating to the Securities of that or those series to which the appointment of such successor Trustee relates, duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 612. Merger, Conversion, Consolidation or Succession to Business.

Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

ARTICLE VII

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(1) semi-annually, not later than January 1 and July 1 in each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of the preceding December 15 or June 15, as the case may be, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

Section 702. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

Section 703. Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to Section 313 of the Trust Indenture Act at the times and in the manner provided pursuant to Section 313(c) of the Trust Indenture Act.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

Section 704. Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to Section 314 of the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets in any one transaction or series of related transactions, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease all or substantially all of its properties and assets in any one transaction or series of related transactions to the Company, unless:

(1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease all or substantially all of its properties and assets in any one transaction or series of related transactions, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company in any one transaction or series of related transactions shall be a Corporation, partnership, limited liability company or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing;

(3) if, as a result of any such consolidation or merger or such conveyance, transfer or lease, properties or assets of the Company would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted by this Indenture, the Company or such successor Person, as the case may be, shall take such steps as shall be necessary effectively to secure the Outstanding Securities equally and ratably with (or prior to) all indebtedness secured thereby; and

(4) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 802. Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of the Company in any one transaction or series of related transactions in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) except as otherwise provided in this Section 901, shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6) to secure the Securities pursuant to the requirements of Section 801, Section 1008 or otherwise; or

(7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

(9) to provide for the appointment of an authenticating agent or agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption of Securities of such series; or

(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Section 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided , however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 513 or Section 1009, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided , however , that this clause shall not be deemed to require the consent of any

Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1009, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE X

COVENANTS

Section 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to

pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Section 1004. Statement by Officers of the Company as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each of its fiscal years ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

Section 1005. Existence of the Company.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises; provided , however , that the Company shall not be required to preserve any such right or franchise if its Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

Section 1006. Maintenance of Properties of the Company.

The Company will cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided , however , that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders.

Section 1007. Payment of Taxes and Other Claims by the Company.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any of its Subsidiaries or upon the income, profits or property of the Company or any such Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any such Subsidiary; provided , however , that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

Section 1008. Limitation Upon Mortgages and Liens of the Company.

The Company covenants and agrees as follows for the benefit of those series of Securities as to which, pursuant to Section 301 in accordance with the establishing Board Resolution and Officers’ Certificates or indenture supplemental hereto, it is provided that such series shall have the benefit of this Section:

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or suffer to be created or to exist, any Lien (other than Permitted Liens) upon any of its Property, unless it has made or will make effective provision whereby the Outstanding Securities will be secured by such Lien equally and ratably with (or prior to) all other indebtedness of the Company or such Restricted Subsidiary secured by such Lien for so long as any such other indebtedness of the Company or such Restricted Subsidiary shall be so secured. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, issue, assume, guarantee, create or suffer to be created or to exist indebtedness secured by Liens on Property that are not Permitted Liens without equally and ratably securing the Outstanding Securities, so long as the sum of all such indebtedness then being issued or assumed together with all remaining outstanding indebtedness secured by a Lien that is not a Permitted Lien together with the Attributable Debt in respect of any Sale and Leaseback Transaction does not exceed 15% of the Consolidated Net Tangible Assets.

Section 1009. Waiver of Certain Covenants of the Company.

The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 1008 with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such terms, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

Section 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to

be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

Section 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

Section 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price,

(6) that the redemption is for a sinking fund, if such is the case, and

(7) the “CUSIP” number, if any, of the Securities.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable.

Section 1105. Deposit of Redemption Price.

On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided , however , that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE XII

SINKING FUNDS

Section 1201. A pplicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 1203. Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE

Section 1301. Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.

Section 1302. Defeasance and Discharge.

Upon the exercise of the option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute on Company Order proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in

Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305 and 306, and the Company’s obligations with respect to such Securities under Sections 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.

Section 1303. Covenant Defeasance.

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Section 801(3), Sections 1006 through 1008 inclusive and any covenants provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Section 801(3), Sections 1006 through 1008 inclusive and any such covenants provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(8) shall be deemed not to be or result in an Event of Default in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

Section 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written

certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(3) In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(6) and (7), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(6) If such Defeasance or Covenant Defeasance shall cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act), a separate trustee shall be appointed pursuant to Section 901(8).

(7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.

(8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

(9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

Section 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

Section 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided , however , that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

ARTICLE XIV

HOLDERS’ MEETINGS

Section 1401. Purposes for Which Meetings May be Called.

A meeting of Holders of any series of Outstanding Securities may be called at any time and from time to time pursuant to the provisions of this Article Fourteen for any of the following purposes:

(1) to give any notice to the Company or to the Trustee, or to give any direction to the Trustee, or to waive or consent to the waiving of any Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Holders pursuant to any of the provisions of Article Five;

(2) to remove the Trustee or appoint a successor trustee, pursuant to the provisions of Article Six;

(3) to consent to the execution of an indenture or indentures supplemental hereto pursuant to the provisions of Sections 901 and 902; or

(4) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Securities under any other provision of this Indenture or under applicable law.

Section 1402. Manner of Calling Meetings.

The Trustee may at any time call a meeting of Holders to take any action specified in Section 1401. Notice of every meeting of such Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be mailed by the Trustee to the Company and to such Holders not less than 20 nor more than 60 days prior to the date fixed for the meeting. Any meeting shall be valid without notice if all of the Holders of such series of Outstanding Securities are present in person or by proxy, or if notice is waived before or after the meeting by such Holders of such series of Outstanding Securities, and if the Company and the Trustee are either present or have, before or after the meeting, waived notice.

Section 1403. Call of Meetings by Company or Holders.

In case at any time the Company, pursuant to a resolution of its Board of Directors, or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of the applicable series or, in the event the meeting relates to the Holders of more than one series of Outstanding Securities, the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series, shall have requested the Trustee to call a meeting of Holders to take any action authorized in Section 1401 by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed notice of such meeting within 20 days after receipt of such request, then the Company or such Holders in the amount above specified may determine the time and the place in Overland Park, Kansas for such meeting and may call such meeting to take any action authorized in Section 1401, by mailing notice thereof as provided in Section 1402.

Section 1404. Who May Attend and Vote at Meeting.

To be entitled to vote at any meeting of Holders a person shall (a) be a Holder of one or more Securities with respect to which the meeting is being held, as of the record date for such meeting (or, if no record date is set, as of the date of such meeting), or (b) be a person appointed by an instrument in writing as proxy by such Holder of one or more Securities. The only persons who shall be entitled to be present or to speak at any meeting of Holders shall be the persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel.

At any meeting each Holder or proxy shall be entitled to one vote for each $1,000 principal amount of Outstanding Securities held or represented by him.

Section 1405. Regulations May be Made by Trustee.

Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders, in regard to proof of the holding of Securities and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.

Section 1406. Evidence of Actions by Holders.

Whenever the Holders of a specified percentage in aggregate principal amount of the Securities may take any action, the fact that the Holders of such percentage have acted may be evidence by (a) instruments of similar tenor executed by Holders in person or by attorney or written proxy, or (b) the Holders voting in favor thereof at any meeting of Holders called and held in accordance with the provisions of the rules for meetings of Holders, or (c) by a combination thereof. The Trustee may require proof of any matter concerning the execution of any instrument by a Holder or his attorney or proxy as it shall deem necessary.

Section 1407. Exercise of Rights of Trustee and Holders Not to be Hindered or Delayed.

Nothing in this Article Fourteen contained shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Holders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders under any of the provisions of this Indenture or of the Securities.

IN WITNESS WHEREOF , the parties hereto have caused this Indenture to be duly executed, as of the day and year first above written.


EMBARQ CORPORATION

By:		/s/ LESLIE H. MEREDITH
Name:		Leslie H. Meredith
Title:		Vice President and Treasurer

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE

By:		/s/ JANICE OTT ROTUNNO
Name:		Janice Ott Rotunno
Title:		Vice President

Exhibit 99.1

LOGO

Media Contacts:

Charles Fleckenstein, 913-794-2943

charles.m.fleckenstein@embarq.com

Keith Mitchell, 913-794-1590

keith.j.mitchell@embarq.com

Investor Relations Contact:

Trevor Erxleben, 913-345-7681

trevor.erxleben@embarq.com

EMBARQ MEETS MAJOR MILESTONE;

SPIN-OFF FROM SPRINT NEXTEL COMPLETE,

LISTING ON NYSE TODAY

Today Marks First Day as Independent Company for Embarq;

Differentiated, Integrated Offerings Are Key to Success

OVERLAND PARK, KS. — May 18, 2006 — Embarq Corporation (NYSE: EQ) announced its official separation from Sprint Nextel Corporation and begins its first trading day on the New York Stock Exchange today as an independent, public company. The former local communications business of Sprint Nextel (NYSE: S) begins trading as a member of the S&P 500. For the year ended December 31, 2005, Embarq had approximately $6.3 billion in revenues, which would rank it among the Fortune 500.

“Our goal is to offer practical, innovative solutions to help people communicate,” said Daniel R. Hesse, chief executive officer of the new company. “This is a new chapter in our 100-plus year history. We have the ability to improve and simplify communications services.”

“Our goal is to make our services easier to use by integrating technologies in ways that enhance our customers’ lives and businesses,” Hesse added.

As an independent company, Hesse said, Embarq will be better positioned to respond to customers’ needs and to tailor products specifically to the local markets served. “At the core of our operation is a dependable and reliable communications infrastructure capable of delivering continuously improving levels of service as we put greater emphasis on service delivery, product innovation and customer interaction.”

The company launches with an experienced leadership team led by Hesse and Chief Operating Officer, Michael B. Fuller, who brings more than 30 years of leadership to Embarq from Sprint Nextel. A strong board of directors has been appointed and is dedicated to the success of the new company. In addition to Hesse, who serves as chairman, the directors are:

Peter C. Brown, Chairman, Chief Executive Officer and President of AMC Entertainment Inc.

Steven A. Davis , Chief Executive Officer of Bob Evans Farms.

John P. Mullen, Joint Chief Executive, DHL Express Inc.

William A. Owens, former Chief Executive Officer of Nortel Networks Corporation and former Vice Chairman of the U.S. Joint Chiefs of Staff.

Dinesh C. Paliwal, Chairman and Chief Executive Officer of ABB Inc. North America; and President, Global Markets & Technology of ABB Ltd.

Stephanie M. Shern, former Vice Chair and the Global Director of Retail and Consumer Products, Ernst & Young LLP.

Laurie A. Siegel , Senior Vice President, Human Resources and Internal Communications for Tyco International (US) Inc.

Embarq brings a strong line up of basic and advanced voice, data, Internet, wireless and entertainment services to the market. Its pipeline of innovative, integrated services is expected to include the launch of an integrated wireless and wireline

voicemail platform in June and other services that will make communications easier, more convenient and more enjoyable. In addition, the new company will focus on practical, innovative solutions. For example, Embarq currently is conducting a Wi-Fi trial focused on first responders with the city of Henderson, Nev.

Prior to becoming an independent company, Embarq was a wholly-owned subsidiary of Sprint Nextel. Embarq’s assets and business consists largely of those that comprised Sprint Nextel’s former Local Telecommunications Division and Sprint North Supply operations. Now an organization of approximately 20,000 communications professionals, Embarq provides services in 18 states.

Investors who held Sprint Nextel common stock on May 8, 2006, received one share of Embarq common stock for every 20 shares of Sprint Nextel common stock they owned. The number of Sprint Nextel common shares held did not change.

About Embarq

Embarq (NYSE: EQ) provides a suite of communications services to customers in its local service territories. Embarq, which is expected to rank among the Fortune 500, brings common-sense ideas, reliable service and a renewed commitment to the communities it serves. Embarq focuses on offering its customers practical, innovative products and competitive pricing. The company has approximately 20,000 employees and operates in 18 states offering local and long distance voice, data, high speed internet, wireless, and entertainment services. For more information, visit www.embarq.com.