Item 5.02 Other Events

2007 Long-Term Incentive Compensation Performance Adjustment

On February 18, 2009, the Compensation Committee (the "Committee") of the Board of Directors of Embarq Corporation (the "Company") approved a performance adjustment for the tranche of restricted stock units ("RSUs") originally granted on February 22, 2007 and scheduled to vest on February 22, 2009, as part of the Company's 2007 Long-Term Incentive program (the "2007 LTI program"). The 2007 LTI program provides that the number of RSUs granted in this tranche could be increased to up to 200% or decreased to 0% of the initial grant based upon the weighted achievement of performance objectives related to the Company's total shareholder return relative to the S&P 500 Index (50% weighting), and return on invested capital (50% weighting), as adjusted for certain items, measured over a two-year period ending December 31, 2008.

The Committee determined that the achievement of the performance metrics under the 2007 LTI program measured over the two-year period ended December 31, 2008, resulted in a performance adjustment percentage of 151.5%. Based on the performance adjustment, each named executive officer received the following additional RSUs: Mr. Gerke, 5,676; Mr. Betts, 4,434; Mr. Campbell, 3,902; Mr. Huber, 2,383, and Mr. McEvoy, 3,902. These additional RSUs are subject to the same vesting and other terms and conditions as the initial RSUs.

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