EXHIBIT 4.2 

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 PARTFOR 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. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THEISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TOCEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,CEDE & CO., HAS AN INTEREST HEREIN. 

**EMBARQ CORPORATION**

**6.738% Notes due 2013**

**CUSIP No. 29078E AC 9**

 

**No. 01**
  **$1,000,000,000**
Embarq Corporation, a corporation duly organized and existing under the laws of Delaware (hereincalled the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of One Billion Dollars onJune 1, 2013 and to pay interest thereon from May 17, 2006 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 in each year, commencing December 1, 2006, at therate of 6.738% per annum, until the principal hereof is paid or made available for payment, *provided*that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 6.738% 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, andpunctually 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 RegularRecord Date for such interest, which shall be May 17 and November 16 (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 ceaseto 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 suchDefaulted 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 therequirements 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. 

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintainedfor that purpose in the Borough of Manhattan, New York City, 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; provided, however, that at the option of theCompany 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 thecertificate 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 nor be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 
EMBARQ CORPORATIONBy: /s/    Daniel R. Hesse Name: Daniel R. Hesse Title: 
Chairman of the Board, President

and Chief ExecutiveOfficer

 

Attest:
/s/    Claudia ToussaintName: Claudia ToussaintTitle: Vice President and Corporate Secretary

CERTIFICATE OF AUTHENTICATION 

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 

 
Dated: May 17, 2006
J.P. MORGAN TRUST COMPANY,

NATIONALASSOCIATION

    As Trustee
By: /s/ Janice Ott Rotunno         Authorized Signature

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 (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 seriesdesignated on the face hereof initially limited in aggregate principal amount to $1,000,000,000. 

The Securities of this series are subjectto 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 RemainingScheduled 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 25 basis points. In the case of each of clause (1) and (2), accrued interestwill be payable to the Redemption Date. 

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal tothe 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 itsprincipal amount) equal to the Comparable Treasury Price for such Redemption Date. 

“Comparable Treasury Issue” means, withrespect 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 andin 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 ofsuch 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, withrespect 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 theTrustee 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 Bear, Stearns & Co. Inc., Goldman,Sachs & Co. and Lehman Brothers Inc. and two 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 aPrimary 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 remainingscheduled 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 RemainingScheduled Payments will be reduced by the amount of interest accrued on such Security to such Redemption Date. 

In the event of redemptionof 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. 

The Securities of this series are entitled to the benefit of the covenant set forth in Section 1008 of the Indenture. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events ofDefault with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. 

If an Event ofDefault 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. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of theCompany 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 timeOutstanding 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 allSecurities 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 beconclusive 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 ismade upon this Security. 

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have theright 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 ofDefault 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 madewritten 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 ofSecurities 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 notapply 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, whichare 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 writteninstrument 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, ofauthorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

TheSecurities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this seriesare 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 anytax 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 Trusteeor any such agent shall be affected by notice to the contrary. 

So long as the Securities are represented by Global Securities and suchGlobal Securities are held on behalf of a clearing system, notices to Holders of the Securities may be given by delivery of the relevant notice to that clearing system for communication by it to beneficial Holders of the Securities. 

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

This Security shall be governed by the laws of the State of New York. 

[FORM OF TRANSFER NOTICE] 

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto 

Insert TaxpayerIdentification No. 

(Please print or typewrite name and address including zip code of assignee) 

the within Security and all rights thereunder, hereby irrevocably constituting and appointing 

attorney to transfer such Security on the books of the Company with full power of substitution in the premises. 

 
Date:   
NOTICE: The signature to this assignment must correspond with the name as written upon the face ofthe within-mentioned instrument in every particular, without alteration or any change whatsoever. 

Signature Guarantee: