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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

I. COMMITTEE PURPOSE

Embarq’s Nominating and Corporate Governance Committee (the “Governance Committee”) ensures that Embarq has effective corporate governance policies and procedures and an effective Board and Board review process. In fulfilling this function, the Governance Committee (1) identifies for the Board individuals qualified to become directors; (2) recommends to the Board director nominees for the next annual meeting of the shareholders; (3) recommends to the Board nominees for each Board committee; and (4) develops, reviews and recommends to the Board corporate governance policies and practices.

II. COMMITTEE COMPOSITION

The Governance Committee will consist of at least three members. All Governance Committee members must satisfy the New York Stock Exchange independence requirements and the other director qualification standards set forth in Embarq’s Corporate Governance Guidelines (the “Governance Guidelines”). The Board will appoint the Governance Committee’s members and chair, all of whom will serve until removed by the Board or their successors have been duly appointed and qualified.

III. COMMITTEE MEETINGS

The Governance Committee will meet as often as necessary to fulfill its responsibilities as set forth in this Charter, but no less than three times a year. Meetings may be in person or telephonic. The chair or his or her designee will preside over all Governance Committee meetings. The Governance Committee will report regularly to the Board on its decisions, recommendations and other activities.

IV. COMMITTEE RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Governance Committee will:

1.                Evaluate and make recommendations to the Board regarding Embarq’s overall corporate governance effectiveness and the composition, size, role and functions of the Board and its committees.

2.                Determine director selection criteria consistent with the Governance Guidelines, and conduct searches for prospective directors whose skills and attributes reflect these criteria.

3.                Utilizing the director selection criteria set forth in the Governance Guidelines, and any other considerations the Governance Committee deems appropriate, evaluate and make recommendations to the Board concerning nominees.

a.                             for election to the Board at the annual meeting of shareholders (including nominees proposed by shareholders); and

b.                             to fill newly-created Board positions and vacancies on the Board occurring between annual meetings of the shareholders.

4.                Evaluate and make recommendations to the Board concerning the appointment of directors to Board committees and the selection of Board committee chairs.

5.                At least annually, review the Governance Guidelines and this Charter and, as appropriate, recommend changes to the Board.

6.                Assist the Board and Embarq’s officers in ensuring compliance with and implementation of the Governance Guidelines.

7.                Determine the methods for and conduct annual evaluations of the Board and each Board committee and report to the Board with its findings and recommendations.

8.                Oversee Embarq’s director orientation and education programs.

9.                Evaluate and make recommendations to the Board regarding director retirements and directors’ offers to resign due to changes in circumstances, in accordance with the Governance Guidelines.

10.             Delegate authority to subcommittees when appropriate.

11.             Perform any other activities consistent with this Charter, Embarq’s Bylaws, Certificate of Incorporation, Governance Guidelines and applicable law, as the Board considers appropriate and delegates to the Governance Committee.

V. ACCESS TO RESOURCES

The Governance Committee has the sole authority, at Embarq’s expense, to (1) retain, to determine the fees and other terms of engagement of, and to terminate the services of any search firm used to assist in the identification of director candidates, and (2) engage the services of other outside advisors to assist it in the discharge of its duties. The Governance Committee also will have full access to Embarq’s records, officers, employees and outside advisors as necessary to perform its duties.