Unassociated Document


    EXHIBIT
10.2(H)

     

    AMENDED
AND RESTATED

     

    CENTURYLINK
LEGACY EMBARQ 2008 EQUITY INCENTIVE PLAN

     

     

    
      	
              Table
      of Contents

            	
              Page

            
	
              Section
      1.  Purpose                                                                                                                            

            	
              1

            
	
              Section
      2.  General Interpretive Principles and
      Definitions                                                                                                                            

            	
              1

            
	
              Section
      3.  Administration and
      Eligibility                                                                                                                            

            	
              4

            
	
              Section
      4.  Shares Subject to Plan and Participant
      Limits                                                                                                                            

            	
              5

            
	
              Section
      5.  Stock
      Options                                                                                                                            

            	
              7

            
	
              Section
      6.  Restricted
      Stock                                                                                                                            

            	
              8

            
	
              Section
      7.  Restricted Stock
      Units                                                                                                                            

            	
              9

            
	
              Section
      8.  Stock Appreciation
      Rights                                                                                                                            

            	
              9

            
	
              Section
      9.  Performance Shares, Performance Units, and Other Stock
      Units                                                                                                                            

            	
              11

            
	
              Section
      10.  Performance Awards; Section 162(m)
      Provisions                                                                                                                            

            	
              12

            
	
              Section
      11.  Change of
      Control                                                                                                                            

            	
              14

            
	
              Section
      12.  Amendments and
      Termination                                                                                                                            

            	
              18

            
	
              Section
      13.  General
      Provisions                                                                                                                            

            	
              18

            
	
              Section
      14.  Effective Date of
      Plan                                                                                                                            

            	
              20

            
	
              Secretary’s
      Certification                                                                                                                            

            	
              21

            


    

     

     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

    AMENDED
AND RESTATED

     

    CENTURYLINK
LEGACY EMBARQ 2008 EQUITY INCENTIVE PLAN

     

    


    Section
1.                      Purpose.  The
purposes of the Amended and Restated CenturyLink Legacy Embarq 2008 Equity
Incentive Plan (the “Plan”) are to
encourage certain Employees and Outside Directors of CenturyTel, Inc. (the
“Company”) and
its Affiliates to acquire a proprietary interest in the growth and performance
of the Company, to generate an increased incentive to contribute to the
Company’s future success and prosperity, thus enhancing the value of the Company
for the benefit of stockholders, and to enhance the ability of the Company and
its Affiliates to attract and motivate individuals of exceptional talent upon
whom, in large measure, the sustained progress, growth, and profitability of the
Company depend.

     

    Section
2.                      General
Interpretive Principles and Definitions.

     

    (a)           General Interpretive
Principles.  (i) Words in the singular include the plural and
vice versa, and words of one gender include the other gender, in each case, as
the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and
words of similar import will, unless otherwise stated, be construed to refer to
this Plan and not to any particular provision of this Plan, and references to
Sections and Appendices are references to the Sections of and Appendices to this
Plan unless otherwise specified; (iii) the word “including” and words of similar
import when used in this Plan mean “including, without limitation,” unless
otherwise specified; and (iv) any reference to any U.S. federal, state, or local
statute or law is deemed to also refer to all amendments or successor provisions
thereto, as well as all rules and regulations promulgated under such statute or
law, unless the context otherwise requires.

     

    (b)           Definitions.  As
used in the Plan, the following terms will have the meanings set forth
below:

     

    “Affiliate” means any
Person with whom the Company would be treated as a “single employer” for
purposes of Code Section 414(b) or (c), but replacing the 80 percent requirement
in the regulations under Code Sections 414(b) and (c) with a 50 percent
requirement, and any Person in which the Company has a significant equity
interest, as determined by the Committee.

     

    “Award” means any
Option, Restricted Stock, Performance Share, Performance Unit, Restricted Stock
Unit, Stock Appreciation Right, or Other Stock Unit award granted under the
Plan.

     

    “Award Agreement”
means any written or electronic agreement, contract, or other instrument or
document designating an Award granted under the Plan.

     

    “Board” means the
Board of Directors of the Company or any successor thereto.

     

    “Business Day” means
any day other than a Saturday, Sunday, or any day designated as a holiday by the
Federal government.

     

     

    1

     

     

    “Change of Control”
has the meaning of that term set forth in Section 11; provided, however, that
the Committee may establish other definitions of “Change of Control”, as
appropriate, to comply with Code Section 409A and the regulations
thereunder.

     

    “Change in Control”
has the same meaning as the term “Change of Control”.

     

    “Code” means the
Internal Revenue Code of 1986, as amended.

     

    “Committee” means the
Compensation Committee of the Board or a subcommittee thereof.  Except
as provided in Section 3(c), any such subcommittee that is appointed by the
Compensation Committee will be composed of not less than two Directors, each of
whom is both a Non-Employee Director, and an “outside director” within the
meaning of Code Section 162(m).

     

    “Common Stock” means
the Company’s common stock, $1.00 par value per share.

     

    “Company” means
CenturyTel, Inc., a Louisiana corporation.

     

    “Covered Employee”
means an Employee who meets the definition of “covered employee” under Code
Section 162(m)(3).

     

    “Director” means a
member of the Board.

     

    “Disability” means, in
the case of a Participant, such Participant (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering
employees of Company.

     

    “Employee” means any
employee of the Company or any Affiliate.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Executive Officer”
means an officer of the Company who is subject to the liability provisions of
Section 16 of the Exchange Act.

     

    “Exercise Date” means
the first Business Day on which the Company receives (i) written notice to
exercise from a holder of an Award subject to exercise; (ii) payment in full of
any exercise price for the number of Shares for which the Award is being
exercised; and (iii) such other attestations, representations, or other
documentation as the Committee may specify.

     

    “Fair Market Value” of
a Share or some other specified security which must be determined for the
purposes of this Plan means: (i) if the Common Stock or other security is listed
on an established stock exchange or any automated quotation system that provides
sale quotations, the closing sale price for a share thereof on such exchange or
quotation system on the applicable date or, if shares are not traded on such
day, on the next preceding trading date; (ii) if the Common Stock or other
security is not listed on any exchange or quotation system, but bid and asked
prices are quoted and published, the mean between the quoted bid and asked
prices on the applicable date or, if bid and asked prices are not available on
such day, on the next preceding day on which such prices were available; and
(iii) if the Common Stock or other security is not regularly quoted, the fair
market value of a share thereof on the applicable date as established by the
Committee in good faith and in accordance with Code Section
409A.  Notwithstanding the foregoing, if so determined by the
Committee, “Fair Market Value” may be determined as an average selling price
during a period specified by the Committee that is within thirty days before or
thirty days after the date of grant, provided that the commitment to grant the
stock right based on such valuation method must be irrevocable before the
beginning of the specified period, and such valuation method must be used
consistently for grants of stock rights under the same and substantially similar
programs.

     

     

    2

     

     

    “Grant Date” means,
unless the Committee provides a more specific method of determining the Grant
Date, the date as of which an Award is made to a Participant.  For an
Option, the Grant Date cannot be a date earlier than the date of the action
granting the Option.

     

    “Incentive Stock
Option” means an Option that is intended to meet the requirements of Code
Section 422.

     

    “Non-Employee
Director” has the meaning provided for in Rule 16b-3(b)(3) under the
Exchange Act.

     

    “Nonqualified Stock
Option” means an Option that is not intended to be an Incentive Stock
Option.

     

    “Option” means any
right granted under the Plan allowing a Participant the opportunity to purchase
Shares at such price or prices and during such period or periods as the
Committee determines.

     

    “Other Stock Unit”
means an award, right, or interest relating to, valued in whole or in part by
reference to, or otherwise based on Shares, that is granted pursuant to Section
9.

     

    “Outside Director”
means a member of the Board who is not an Employee.

     

    “Participant” means an
Employee or Outside Director who is designated to receive an Award under the
Plan under Section 3(b).

     

    “Performance Award”
means any Award that will be issued, granted or adjusted, or become vested or
payable, as the case may be, upon the achievement of designated performance
goals, pursuant to Section 10.

     

    “Performance Period”
means that period designated by the Committee at the time a Performance Award is
granted during which performance relative to the designated performance goals is
to be measured.

     

    “Performance Share”
means any grant pursuant to Section 9 of a unit valued by reference to a
designated number of Shares, which value may be paid to the Participant by
delivery of such property as the Committee determines, including cash, Shares,
or any combination thereof, upon or following achievement of designated
performance goals during the Performance Period.

     

     

    3

     

     

    “Performance Unit”
means any grant pursuant to Section 9 of a unit valued by reference to a
designated amount of property other than Shares, which value may be paid to the
Participant by delivery of such property as the Committee determines, including
cash, Shares, or any combination thereof, upon or following achievement of
designated performance goals during the Performance Period.

     

    “Person” means any
individual, corporation, partnership, association, joint-stock company, trust,
unincorporated organization, or government or political subdivision
thereof.

     

    “Restricted Stock”
means any Share issued pursuant to Section 6 which is subject to both a
substantial risk of forfeiture and restrictions on the holder’s right to sell,
transfer, pledge, or assign such Share.  The Committee, in its sole
discretion, may impose such other restrictions (including any restriction on the
right to vote such Share, and the right to receive any cash dividends), which
restrictions may lapse separately or in combination at such time or times, in
installments or otherwise, as the Committee deems appropriate.

     

    “Restricted Stock
Unit” or “RSU” means any grant
pursuant to Section 7 of a right to receive a Share (or a cash payment equal to
the Fair Market Value of a Share) at some future date.

     

    “Restricted Stock Unit
Account” or “RSU Account” means an
account established on the Company’s books for each Participant who is granted
an Award of RSUs.

     

    “Share” means a share
of Common Stock.

     

    “Stock Appreciation
Right” or “SAR” means a right
granted pursuant to Section 8 to receive, as of some future date, an amount
equal to the number of Shares with respect to which the SAR is exercised,
multiplied by the excess of (i) the Fair Market Value of one Share on the
Exercise Date, over (i) the Strike Price.

     

    “Strike Price” means
the per-Share price used as the baseline measure for the value of a SAR, as
specified in the Award Agreement.

     

     

    
      Section
3.                      Administration
and Eligibility.

       

      (a)           Administration.  This
Plan shall be administered by the Committee.  The Committee shall have
authority to grant Awards under this Plan, to interpret this Plan, to establish
any rules or regulations relating to this Plan that it determines to be
appropriate, to enter into Award Agreements with Participants, and to make any
other determination that it believes necessary or advisable for the proper
administration of this Plan.  The Committee may delegate (i) to
officers, Employees, independent contractors, or vendors of the Company, matters
involving the routine administration of the Plan and which are not specifically
required by any provision of this Plan to be performed by the Board or the
Committee; and (ii) its authority under the Plan to the extent provided in
Section 3(c) hereof.

       

       

      4

       

       

      (b)           Eligible
Participants.  Employees and Outside Directors of the Company
shall become eligible to receive Awards under this Plan when designated by the
Committee, provided that such person was not an Employee or Director of
CenturyLink as of June 30, 2009.  Employees may be designated
individually or by groups or categories, as the Committee deems
appropriate.

       

      (c)           Delegation to the Chief
Executive Officer.  With respect to participants who are
neither Outside Directors nor subject to Section 16 of the Exchange Act or Code
Section 162(m), (i) the Committee may delegate to the chief executive officer of
CenturyLink its authority to designate Participants, to determine the type, size
and terms of the Awards to be received by these Participants, to determine any
performance objectives for these Participants, and to approve or authorize the
form of Award Agreement governing such Awards, and (ii) following any grants of
Awards pursuant to such delegated authority, the chief executive officer of
CenturyLink or any officer designated by him may exercise any powers of the
Committee under this Plan to accelerate vesting or exercise periods, to
terminate restricted periods, to waive compliance with specified provisions, or
to otherwise make determinations contemplated hereunder with respect to such
Awards; provided, however, that in no event may (A) the chief executive officer
grant stock options at an exercise price other than the Fair Market Value of a
Share on the later of the Grant Date or the date the Participant becomes an
Employee or Director of the Company, unless otherwise determined by the
Committee (subject to the limitations in Section 5(h)), (B) any Person other
than the Committee make any of the determinations set forth in Section 4(c) and
Section 11 of this Plan, or (C) any Person take any action that the Committee
lacks the authority to take hereunder.

       

      Section
4.                      Shares
Subject to Plan and Participant Limits.

       

      (a)           Plan
Limit.  Subject to adjustment as provided in Section 4(c), the
total number of Shares available for issuance pursuant to Awards is twenty
million five hundred and fifty thousand (20,550,000).  Any Shares
issued hereunder may consist, in whole or in part, of authorized and unissued
Shares or treasury Shares.  Shares issued by the Company as a result
of the Company’s assumption or substitution of outstanding grants under a plan
of a company acquired in a corporate transaction shall not reduce the Shares
available for issuance under the Plan.

       

      
        	
                 
      

              	
                (i)

              	
                Shares
      subject to an Option or SAR will be counted as one (1) Share at the time
      of grant for purposes of the limit set forth in Section 4(a).  A
      grant of a Tandem SAR and related Option where the exercise of the Tandem
      SAR or Option results in the cancellation of the other, will be counted as
      one Share at the time of grant for purposes of the limit set forth in
      Section 4(a).  All Shares subject to a SAR, to the extent the
      SAR is exercised and whether or not Shares are actually issued upon
      exercise, will be considered issued for purposes of the limit set forth in
      Section 4(a).

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Shares
      subject to a grant of Restricted Stock, RSUs, Performance Units payable in
      Shares, Performance Shares, Other Stock Units or any other Award that
      results in the Company transferring the full value of a Share (or a number
      of Shares equal to the full value) granted under the Award will be counted
      as three (3) shares at the time of grant for purposes of the limit set
      forth in Section 4(a).

              


      

       

       

      5

       

       

      
        	
                 
      

              	
                (iii)

              	
                Shares
      subject to Awards that are thereafter forfeited, cancelled, expire, or are
      settled in cash or otherwise without the issuance of Shares, will again be
      available for issuance under the Plan.  Shares subject to an
      Award may not again be made available for issuance under the Plan if such
      Shares are:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                Shares
      that were subject to an Option, stock-settled Stock Appreciation Right or
      other stock-settled Award and were not issued or delivered as a result of
      the net settlement of such Award;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Shares
      delivered, withheld, or otherwise used to pay the exercise price or
      withholding taxes related to an Award;
or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                Shares
      repurchased on the open market with the proceeds of an Option
      exercise.

              


      

       

      (b)           Participant
Limit.  No Participant will be granted one or more Awards of
Options and/or SARs in any calendar year covering more than 1,370,000
Shares.  No Participant will be granted one or more Awards of RSUs,
Restricted Stock, Performance Units payable in Shares or Performance Shares in
any calendar year covering more than 685,000 Shares.  No Participant
will be granted cash-based Performance Units or other cash-based Awards the
value of which may be paid, credited or vested in any calendar year in excess of
$7.5 Million.  The maximum share limits set forth herein will be
adjusted to the extent necessary to reflect adjustments made under Section
4(c).

       

      (c)           Adjustments in Authorized
Shares.  In the event of any merger, reorganization,
consolidation, recapitalization, stock dividend, extraordinary cash dividend,
split-up, spin-off, forward or reverse stock split, or other change in the
corporate structure affecting the Shares, an equitable adjustment will be made
in the aggregate number and class of Shares which may be issued under the Plan,
in the number and class of Shares that may be subject to an Option or a SAR
granted to any individual in any year under the Plan, in the number, class and
Option price of Shares subject to outstanding Options granted under the Plan, in
the value of, or number or class of Shares subject to, other Awards granted
under the Plan, and in the number and type of Shares or other securities
specified as the annual per-participant limitations in Section 4(b) as may be
determined by the Committee to be appropriate, in its sole discretion, to
prevent dilution or enlargement of benefits or potential benefits intended under
the Plan or any Award and (where applicable) consistent with the requirements of
Code Sections 409A and 162(m).  Adjustments under this Section 4(c)
will not result in the right to purchase or receive fractional Shares under any
Award.  In the event the calculation of any adjustment under this
section results in a fractional number of Shares, the number of Shares subject
to an affected Award will be rounded down to the nearest whole
number.

       

      
        Section
5.                      Stock
Options.

         

        (a)           Eligibility and Grant of
Option.  Options may be granted hereunder to Participants
either alone or in addition to other Awards.  The Committee in its
sole discretion will designate whether an Option is an Incentive Stock Option or
a Nonqualified Stock Option.  Unless the Option Award Agreement
specifically designates an Option as an Incentive Stock Option, such Option is
deemed to be a Nonqualified Stock Option.  Each grant of Options to a
Participant under the Plan will be evidenced by an Award Agreement in such form
as the Committee may from time to time approve.

         

         

        6

         

         

        (b)           Number of
Shares.  Each Option Award Agreement will state that it covers
a specified number of Shares, as determined by the Committee.

         

        (c)           Exercise
Price.  Each Award Agreement will state the exercise price per
Share purchasable under an Option, determined by the Committee in its sole
discretion; provided that such exercise price shall not be less than the Fair
Market Value of the Share on the Grant Date of the Option.

         

        (d)           Option
Period.  Subject to the limitations described below in Section
5(f) relating to Incentive Stock Options, each Award Agreement will state the
term of each Option, not to exceed ten years, fixed at the Grant Date by the
Committee in its sole discretion.

         

        (e)           Method of
Exercise.

         

        
          	
                   
      

                	
                  (i)

                	
                  An
      Option may be exercised, in whole or in part, by giving written notice to
      the Company, specifying the number of Shares to be
      purchased.  The exercise notice shall be accompanied by tender
      of the full purchase price for such Shares, which may be paid or satisfied
      by (1) cash; (2) check; (3) delivery of Shares, which shares shall be
      valued for this purpose at the Fair Market Value on the business day
      immediately preceding the date such Option is exercised and, unless
      otherwise determined by the Committee, shall have been held by the
      Participant for at least six months; (4) delivery of irrevocable written
      instructions to a broker approved by the Company (with a copy to the
      Company) to immediately sell a portion of the shares issuable under the
      Option and to deliver promptly to the Company the amount of sale proceeds
      (or loan proceeds if the broker lends funds to the participant for
      delivery to the Company) to pay the exercise price; (5) in such other
      manner as may be authorized from time to time by the Committee; or (6) any
      combination of the preceding, equal in value to the full amount of the
      exercise price; provided that all such payments shall be made or
      denominated in United States
dollars.

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Notice
      under the preceding paragraph may be delivered by telecopy, electronic
      mail or any similar form of transmission, provided that the exercise price
      of such shares is received by the Company via wire transfer or other means
      on or before the day such transmission is received by the
      Company.  The notice shall specify the manner in which any
      certificates for such Shares are to be
  delivered.

                


        

         

         

        7

         

         

        
          	
                   
      

                	
                  (iii)

                	
                  An
      Option to purchase Shares in accordance with this Plan shall be deemed to
      have been exercised immediately prior to the close of business on the
      Exercise Date.

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  In
      the case of delivery of an uncertified check, no Shares shall be issued
      until the check has been paid in
full.

                


        

         

        
          	
                   
      

                	
                  (v)

                	
                  Prior
      to the issuance of Shares upon the exercise of a Option, a Participant
      shall have no rights as a
shareholder.

                


        

         

        (f)           Incentive Stock
Options.  No Incentive Stock Option will be exercisable after
the expiration of ten years from the date the Option is granted.  In
accordance with rules and procedures established by the Committee, the aggregate
Fair Market Value (determined as of the time of grant) of the Shares with
respect to which Incentive Stock Options held by any Participant that are
exercisable for the first time by such Participant during any calendar year
under the Plan (and under any other benefit plans of the Company or of any
parent or subsidiary corporation of the Company) shall not exceed $100,000 or,
if different, the maximum limitation in effect at the time of grant under Code
Section 422.  The terms of any Incentive Stock Option granted
hereunder shall comply in all respects with the provisions of Code Section
422.

         

        (g)           Form of
Settlement.  All Options will be settled in the form of
Shares.

         

        (h)           Repriced Options Subject to
Stockholder Approval.  The Committee may grant Options in
replacement of Options previously granted under this Plan or any other
compensation plan of the Company, for such purposes and on such terms (including
Option price) as it deems appropriate, subject to stockholder approval if such
replacement grant would be deemed to be a repricing under the rules of the New
York Stock Exchange.

         

        (i)           No Reload
Grants.  Options will not be granted in consideration for and
will not be conditioned upon the delivery of Shares to the Company in payment of
the exercise price and or tax withholding obligation under any other
Option.

         

        (j)           Other
Terms.  As the Committee deems desirable, each Option may be
subject to additional terms and conditions not inconsistent with the provisions
of the Plan.

         

        Section
6.                      Restricted
Stock.

         

        (a)           Eligibility and Issuance of
Restricted Stock.  Restricted Stock may be issued hereunder to
Participants, for such consideration not less than the minimum consideration
required by applicable law, as the Committee may determine, either alone or in
addition to other Awards.  The provisions of Restricted Stock need not
be the same with respect to each Participant.  Each grant of
Restricted Stock to a Participant under the Plan will be evidenced by an Award
Agreement in such form as the Committee may from time to time
approve.

         

        (b)           Number of
Shares.  Each Award Agreement will state that it covers a
specified number of Shares of Restricted Stock, as determined by the
Committee.

         

         

        8

         

         

        (c)           Restrictions.  A
Participant’s right to retain Shares of Restricted Stock will be subject to such
restrictions as are set forth in the Award Agreement, including but not limited
to, continued performance as an Employee or Outside Director for a restriction
period specified by the Committee, or the attainment of specified performance
goals and objectives (as described in Section 10(b)), as may be established by
the Committee with respect to such Award.  The Committee may in its
sole discretion require different periods of service or different performance
goals and objectives with respect to (i) different Participants, (ii) different
grants of Restricted Stock Awards, or (iii) separate, designated portions of the
Shares constituting a Restricted Stock Award.  Any grant of Restricted
Stock will contain terms such that the Award is either exempt from Code Section
409A or complies with such Section.

         

        (d)           Lapse of
Restrictions.  The restrictions on each Share of Restricted
Stock will lapse in accordance with the terms set forth in the applicable Award
Agreement.

         

        (e)           Dividends.  Any
and all cash and stock dividends paid with respect to the Shares of Restricted
Stock shall be subject to any restrictions on transfer, forfeitability
provisions, or reinvestment requirements as the Committee may, in its
discretion, prescribe in the Award Agreement.

         

        (f)           Other
Terms.  As the Committee deems desirable, each Restricted Stock
Award may be subject to additional terms and conditions not inconsistent with
the provisions of the Plan.

         

        Section
7.                      Restricted
Stock Units.

         

        (a)           Eligibility and Grant of
Restricted Stock Units (“RSUs”).  RSUs may be granted hereunder
to Participants in such amount and upon such terms as the Committee will
determine, either alone or in addition to other Awards.  Each Award of
RSUs to a Participant under the Plan will be evidenced by an Award Agreement
that specifies the restrictions, the number of Shares subject to the RSUs
granted, and such other provisions as the Committee may determine in accordance
with the Plan and Code Section 409A.

         

        (b)           Voting
Rights.  A Participant will have no voting rights with respect
to Shares subject to RSUs.

         

        (c)           Crediting Restricted Stock
Units.  The Company will establish an RSU Account on its books
for each Participant granted an Award of RSUs.  RSUs will be credited
to the Participant’s RSU Account as of the Grant Date of such
RSU.  RSU Accounts will be maintained for recordkeeping purposes only
and the Company will not be obligated to segregate or set aside assets
representing securities or other amounts credited to RSU
Accounts.  The obligation to make distributions of securities or other
amounts credited to RSU Accounts will be an unfunded, unsecured obligation of
the Company.

         

        (d)           Restrictions.  The
Committee may impose such restrictions on RSUs, including time-based
restrictions, restrictions based on the achievement of specific performance
goals (as described in Section 10(b)), time-based restrictions following the
achievement of specific performance goals (as described in Section 10(b)),
restrictions based on the occurrence of a specified event, and/or restrictions
under applicable securities laws.

         

         

        9

         

         

        (e)           Lapse of
Restrictions.  The restrictions on each RSU will lapse in
accordance with the terms set forth in the applicable Award
Agreement.

         

        (f)           Settlement of RSU
Accounts.

         

      

      
        
          	
                   
      

                	
                  (i)

                	
                  General.  The
      Company will settle an RSU Account by delivering to the holder thereof
      (which may be the Participant or his or her Beneficiary, as applicable)
      either (i) an amount of cash equal to the Fair Market Value of a Share as
      of the Settlement Date multiplied by the number of Shares underlying the
      RSUs then credited to the Participant’s RSU Account (or a specified
      portion in the event of any partial settlement), or (ii) a number of
      Shares equal to the whole number of Shares underlying the RSUs then
      credited to the Participant’s RSU Account (or a specified portion in the
      event of any partial settlement).  Any fractional RSUs remaining
      in the RSU Account on the Settlement Date will be distributed in cash in
      an amount equal to the Fair Market Value of a Share as of the Settlement
      Date multiplied by the remaining fractional
  RSUs.

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  Settlement
      Date.  The “Settlement
      Date” for all RSUs credited to a Participant’s RSU Account will be
      the date on which the restrictions applicable to an Award of RSUs have
      lapsed as specified in the RSU Award
Agreement.

                


        

         

        (g)           Other
Terms.  As the Committee deems desirable, each Award of RSUs
may be subject to additional terms and conditions not inconsistent with the
provisions of the Plan.

         

        Section
8.                      Stock
Appreciation Rights.

         

        (a)           Eligibility and Grant of
Stock Appreciation Rights (“SARs”).  Stock Appreciation Rights
may be granted hereunder to Participants either alone or in addition to other
Awards.  SARs may, but need not, be granted in connection with a
specific Option (in such case, a “Tandem
SAR”).  Any Tandem SAR must be granted at the same time the
related Option is granted. SARs granted to a Participant under the Plan will be
evidenced by an Award Agreement that contains the terms and conditions of the
SAR as determined by the Committee.

         

        (b)           Term of
SAR.  Unless otherwise provided in the Award Agreement, (a) no
SAR will have a term of more than ten (10) years from the Grant Date of the SAR,
and (b) Tandem SARs will vest at the same time and in the same proportions as
the related Options.

         

        (c)           Strike
Price.  The Strike Price of a SAR will be determined by the
Committee in its sole discretion; provided that the Strike Price shall not be
less than the Fair Market Value of a Share on the Grant Date of the
SAR.

         

        (d)           Exercise and
Payment.  Except as may otherwise be provided by the Committee
in an Award Agreement, SARs will be exercised by the delivery of a written
notice to the Company, setting forth the number of Shares with respect to which
the SAR is to be exercised.  The Committee may provide that payment
with respect to an exercised SAR may occur on a fixed date which may not be the
same as the Exercise Date, but in no event shall the payment date occur after
the later of the end of the calendar year or 2-1/2 months following the date on
which the SAR is exercised, and may provide for additional payment in
recognition of the time value of money and any delay between the Exercise Date
and the payment date.  Any payment by the Company in settlement of a
SAR may be made in cash, Shares, other property, or any combination thereof, as
the Committee, in its sole discretion, determines.

         

         

        10

         

         

        (e)           Grant
Limitations.  The Committee may on the Grant Date impose any
other limitations upon the exercise of SARs that it deems necessary or desirable
in order for the Award to qualify for an exemption from Section 16(b) of the
Exchange Act.  Any grant of SARs shall contain terms such that such
SARs are exempt from Code Section 409A.

         

        (f)           Exercise of Tandem
SARs.  To the extent that a SAR is granted in connection with,
or related to, an Option (a “Tandem SAR”), the
terms of such Tandem SAR will provide that (i) the related Option will be
forfeited upon the exercise of such Tandem SAR or alternatively, that the Tandem
SAR will be cancelled upon the exercise of the related Option, (ii) the Tandem
SAR may be exercised only with respect to the Shares for which its related
Option is then exercisable, (iii) each Tandem SAR will expire no later than the
expiration of the related Option, and (iv) the value of the payout with respect
to the Tandem SAR will be no more than one hundred percent (100%) of the
difference between the exercise price per Share of the related Option and the
Fair Market Value per Share of the Shares subject to the related Option at the
time the Tandem SAR is exercised.

         

        (g)           Repriced SARs Subject to
Stockholder Approval.  The Committee may grant SARs in
replacement of SARs previously granted under this Plan or any other compensation
plan of the Company, for such purposes and on such terms (including Strike
Price) as it deems appropriate, subject to stockholder approval if such
replacement grant would be deemed to be a repricing under the rules of the New
York Stock Exchange.

         

        (h)           No Fractional
Shares.  No fractional
Shares shall be issued upon the exercise of a SAR.  In lieu thereof,
the holder of a SAR shall be entitled to purchase the portion necessary to make
a whole Share at its Fair Market Value on the Exercise Date.

         

        (i)           Other
Terms.  As the Committee deems desirable, each SAR may be
subject to additional terms and conditions not inconsistent with the provisions
of the Plan.

         

        Section
9.                      Performance
Shares, Performance Units, and Other Stock Units.

         

        (a)           Eligibility and Grant for
Awards.  Performance Shares, Performance Units, and Other Stock
Units may be granted hereunder, for such consideration not less than the minimum
consideration required by applicable law, as the Committee may determine, either
alone or in addition to other Awards.  Each grant of such an Award to
a Participant under the Plan will be evidenced by an Award Agreement in such
form as the Committee may from time to time approve.

         

        (b)           Other
Terms.  As the Committee deems desirable, each Performance
Share, Performance Unit, or Other Stock Unit may be subject to additional terms
and conditions not inconsistent with the provisions of the Plan.

         

         

        11

         

         

        Section
10.                     Performance
Awards; Section 162(m) Provisions.

         

        (a)           Terms of Performance
Awards.  Except as provided in Section 11, Performance Awards
will be issued, granted, or adjusted, or become vested or payable, only after
the end of the relevant Performance Period.  The Performance Period,
the performance goals to be achieved for each Performance Period, the maximum
amount of the Award to be distributed upon satisfaction of those performance
goals and any other terms or conditions that the Committee deems appropriate and
consistent with the requirements of Code Section 162(m) for “qualified
performance-based compensation” will be determined by the Committee in its sole
discretion.

         

        (b)           Performance
Goals.  For Performance Awards subject to this Section 10, the
lapsing of restrictions thereon, or the vesting thereof, and the distribution of
cash, Shares, or other property pursuant thereto, as applicable, shall be
subject to the achievement of one or more objective performance goals
established by the Committee, which shall be based on the attainment of one or
any combination of the following metrics, and which may be established on an
absolute or relative basis for the Company as a whole or any of its
subsidiaries, operating divisions, joint ventures, or other operating
units:

         

      

      
        
          	
                   
      

                	
                  (i)

                	
                  earnings
      measures (including OIBDA, operating income, or net income), either in the
      aggregate or on a per-Share basis;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  growth
      or rate of growth in earnings (either in the aggregate or on a per-Share
      basis);

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  cash
      flow provided by operations, either in the aggregate or on a per-Share
      basis;

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  growth
      or rate of growth in cash flow (either in the aggregate or on a per-Share
      basis);

                


        

         

        
          	
                   
      

                	
                  (v)

                	
                  free
      cash flow (either in the aggregate on a per-Share
  basis);

                


        

         

        
          	
                   
      

                	
                  (vi)

                	
                  reductions
      in expense levels, determined either on a Company-wide basis or in respect
      of any one or more business units;

                


        

         

        
          	
                   
      

                	
                  (vii)

                	
                  operating
      and maintenance cost management and employee
  productivity;

                


        

         

        
          	
                   
      

                	
                  (viii)

                	
                  stockholder
      returns (including return on assets, investments, equity, or gross sales,
      either versus internal targets or external
  comparison);

                


        

         

        
          	
                   
      

                	
                  (ix)

                	
                  return
      measures (including return on assets, equity, invested capital or
      sales);

                


        

         

        
          	
                   
      

                	
                  (x)

                	
                  growth
      or rate of growth in return measures (including return on assets, equity,
      invested capital or sales);

                


        

         

        
          	
                   
      

                	
                  (xi)

                	
                  share
      price (including attainment of a specified per-Share price during the
      Performance Period; growth measures, or total shareholder return including
      relative to an index or peers or attainment of a specified per-Share price
      for a specified period of time);

                


        

         

         

        12

         

        
          	
                   
      

                	
                  (xii)

                	
                  strategic
      business criteria, consisting of one or more objectives based on meeting
      specified revenue, market share, market penetration, or geographic
      business expansion goals, objectively identified project milestones,
      production volume levels, cost targets, and goals relating to acquisitions
      or divestitures; and/or

                


        

         

        
          	
                   
      

                	
                  (xiii)

                	
                  achievement
      of business or operational goals such as market share, customer
      satisfaction, new product or services revenue and/or business
      development;

                


        

         

        provided
that applicable performance goals may be applied on a pre- or post-tax basis;
and provided further that the Committee may, when the applicable performance
goals are established, provide that the formula for such goals may include or
exclude items to measure specific objectives, such as losses from discontinued
operations, extraordinary gains or losses, the cumulative effect of accounting
changes, acquisitions or divestitures, foreign exchange impacts and any unusual,
nonrecurring gain or loss.  In addition to the foregoing performance
goals, the performance goals shall also include any performance goals which are
set forth in a Company bonus or incentive plan, if any, which has been approved
by the Company’s stockholders, which are incorporated herein by
reference.  Such performance goals shall be set by the Committee in
writing within the time period prescribed by, and shall otherwise comply with
the requirements of, Code Section 162(m).

         

        (c)           Adjustments.  Notwithstanding
any provision of the Plan other than Section 4(c) or Section 11, with respect to
any Award that is subject to this Section 10, the Committee may not adjust
upwards the amount payable pursuant to such Award, nor may it waive the
achievement of the applicable performance goals except in the case of the death
or Disability of the Participant, or upon a Change of Control.

         

        (d)           Other
Restrictions.  The Committee has the power to impose such other
restrictions on Performance Awards as it deems necessary or appropriate to
insure that such Awards satisfy all requirements for “performance-based
compensation” within the meaning of Code Section 162(m)(4)(B).

         

        (e)           Section 162(m)
Limitations.  Notwithstanding any other provision of this Plan,
if the Committee determines at the time any Award is granted to a Participant
that such Participant is, or is likely to be at the time he or she recognizes
income for federal income tax purposes in connection with such Award, a Covered
Employee, then the Committee may provide that this Section 10 is applicable to
such Award.

         

        (f)           Reapproval
Requirement.  If Awards are made under this Section 10, the
Plan must be reapproved by the Company’s shareholders no later than the first
shareholders meeting that occurs in the fifth year following the year in which
the shareholders previously approved the provisions of this Section 10, if
additional Grants are to be made under this Section 10 and if required by Code
Section 162(m) or the regulations thereunder.

         

         

        13

         

         

        Section
11                      Change
of Control.

         

        (a)           Unless
otherwise provided in the Award Agreement, a Change of Control shall
mean:

         

        
          	
                   
      

                	
                  (i)

                	
                  the
      acquisition by any Person of beneficial ownership of 30% or more of the
      outstanding Shares or 30% or more of the combined voting power of
      CenturyLink’s then outstanding securities entitled to vote generally in
      the election of directors; provided, however, that for purposes of this
      subsection (i), the following acquisitions shall not constitute a Change
      of Control:

                


        

         

        
          	
                   
      

                	
                  (A)

                	
                  any
      acquisition (other than a Business Combination (as defined below) which
      constitutes a Change of Control under Section 11(a)(iii) hereof) of Common
      Stock directly from the Company,

                


        

         

        
          	
                   
      

                	
                  (B)

                	
                  any
      acquisition of Common Stock by the
Company,

                


        

         

        
          	
                   
      

                	
                  (C)

                	
                  any
      acquisition of Common Stock by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any corporation
      controlled by the Company, or

                


        

         

        
          	
                   
      

                	
                  (D)

                	
                  any
      acquisition of Common Stock by any corporation pursuant to a Business
      Combination that does not constitute a Change of Control under Section
      11(a)(iii) hereof; or

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  individuals
      who, as of February 23, 2010, constituted the Board of Directors of
      CenturyLink (the “Incumbent Board”) cease for any reason to constitute at
      least a majority of the Board of Directors; provided, however, that any
      individual becoming a director subsequent to such date whose election, or
      nomination for election by CenturyLink’s shareholders, was approved by a
      vote of at least two-thirds of the directors then comprising the Incumbent
      Board shall be considered a member of the Incumbent Board, unless such
      individual’s initial assumption of office occurs as a result of an actual
      or threatened election contest with respect to the election or removal of
      directors or other actual or threatened solicitation of proxies or
      consents by or on behalf of a Person other than the Incumbent Board;
      or

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  consummation
      of a reorganization, share exchange, merger or consolidation (including
      any such transaction involving any direct or indirect subsidiary of
      CenturyLink) or sale or other disposition of all or substantially all of
      the assets of the Company (a “Business Combination”); provided, however,
      that in no such case shall any such transaction constitute a Change of
      Control if immediately following such Business
  Combination:

                


        

         

         

        14

         

         

        
          	
                   
      

                	
                  (A)

                	
                  the
      individuals and entities who were the beneficial owners of CenturyLink’s
      outstanding Common Stock and CenturyLink’s voting securities entitled to
      vote generally in the election of directors immediately prior to such
      Business Combination have direct or indirect beneficial ownership,
      respectively, of more than 50% of the then outstanding shares of common
      stock, and more than 50% of the combined voting power of the then
      outstanding voting securities entitled to vote generally in the election
      of directors of the surviving or successor corporation, or, if applicable,
      the ultimate parent company thereof (the “Post-Transaction Corporation”),
      and

                


        

         

        
          	
                   
      

                	
                  (B)

                	
                  except
      to the extent that such ownership existed prior to the Business
      Combination, no Person (excluding the Post-Transaction Corporation and any
      employee benefit plan or related trust of either CenturyLink, the
      Post-Transaction Corporation or any subsidiary of either corporation)
      beneficially owns, directly or indirectly, 20% or more of the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or 20% or more of the combined voting power of the
      then outstanding voting securities of such corporation,
  and

                


        

         

        
          	
                   
      

                	
                  (C)

                	
                  at
      least a majority of the members of the board of directors of the
      Post-Transaction Corporation were members of the Incumbent Board at the
      time of the execution of the initial agreement, or of the action of the
      Board of Directors, providing for such Business Combination;
      or

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  approval
      by the shareholders of CenturyLink of a complete liquidation or
      dissolution of CenturyLink.

                


        

         

        For
purposes of this Section 10, the term “Person” shall have the meaning provided
in Section 2(b) but shall also mean any group or syndicate created when two or
more Persons act as a syndicate or other group (including a partnership or
limited partnership) for the purpose of acquiring, holding, or disposing of a
security, with the exception of an underwriter temporarily holding a security
pursuant to an offering of the security.

         

      

      
        (b)           Upon
a Change of Control, all outstanding Awards granted pursuant to this Plan shall
automatically become fully vested and exercisable, all restrictions or
limitations on any Awards shall automatically lapse and, unless otherwise
provided in the Award Agreement, all performance criteria and other conditions
relating to the payment of Awards shall be deemed to be achieved at the target
level without the necessity of action by any Person.

         

        (c)           No
later than 30 days after a Change of Control of the type described in
subsections (a)(i) or (a)(ii) of this Section 11 and no later than 30 days after
the approval by the Board of a Change of Control of the type described in
subsections (a)(iii) or (a)(iv) of this Section 11, the Committee, acting in its
sole discretion without the consent or approval of any Participant (and
notwithstanding any removal or attempted removal of some or all of the members
thereof as directors or Committee members), may act to effect one or more of the
alternatives listed below, which may vary among individual Participants and
which may vary among Awards held by any individual Participant; provided,
however, that no such action may be taken if it would result in the imposition
of a penalty on the Participant under Section 409A of the Code as a result
thereof:

         

         

        15

         

         

        
          	
                   
      

                	
                  (i)

                	
                  require
      that all outstanding Options, SARs, or Other Stock Units be exercised on
      or before a specified date (before or after such Change of Control) fixed
      by the Committee, after which specified date all unexercised Options,
      SARs, and Other Stock Units, and all rights of Participants thereunder
      shall terminate;

                


        

         

        
          	
                   
      

                	
                  (ii)

                	
                  make
      such equitable adjustments to Awards then outstanding as the Committee
      deems appropriate to reflect such Change of Control and provide
      Participants with substantially equivalent rights before and after such
      Change of Control (provided, however, that the Committee may determine in
      its sole discretion that no adjustment is
  necessary);

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  provide
      for mandatory conversion or exchange of some or all of the outstanding
      Options, SARs, RSUs, Performance Units, or Other Stock Units held by some
      or all Participants as of a date, before or after such Change of Control,
      specified by the Committee, in which event such Awards shall be deemed
      automatically cancelled and the Company shall pay, or cause to be paid, to
      each such Participant an amount of cash per share equal to the excess, if
      any, of the Change of Control Value of the shares subject to such Option,
      SAR, RSU, Performance Unit or Other Stock Unit, as defined and calculated
      below, over the per share exercise price or base price of such Award or,
      in lieu of such cash payment, the issuance of Common Stock or securities
      of an acquiring entity having a Fair Market Value equal to such excess;
      or

                


        

         

        
          	
                   
      

                	
                  (iv)

                	
                  provide
      that thereafter, upon any exercise or payment of an Award that entitles
      the holder to receive Common Stock, the holder shall be entitled to
      purchase or receive under such Award, in lieu of the number of Shares then
      covered by such Award, the number and class of shares of stock or other
      securities or property (including cash) to which the holder would have
      been entitled pursuant to the terms of the agreement providing for the
      reorganization, share exchange, merger, consolidation or asset sale, if,
      immediately prior to such Change of Control, the holder had been the
      record owner of the number of Shares then covered by such
      Award.

                


        

         

        (d)           For
the purposes of conversions or exchanges under paragraph (iii) of Section 11(c),
the “Change of Control Value” shall equal the amount determined by whichever of
the following items is applicable:

         

         

        16

         

         

        (i)           the
per share price to be paid to holders of Common Stock in any such merger,
consolidation or other reorganization,

         

        (ii)           the
price per share offered to holders of Common Stock in any tender offer or
exchange offer whereby a Change of Control takes place, or

         

        (iii)           in
all other events, the fair market value of a share of Common Stock, as
determined by the Committee as of the time determined by the Committee to be
immediately prior to the effective time of the conversion or
exchange.

         

        (e)           In
the event that the consideration offered to shareholders of CenturyLink in any
transaction described in this Section 10 consists of anything other than cash,
the Committee shall determine the fair cash equivalent of the portion of the
consideration offered that is other than cash.

         

        (f)           If
an Award provides for or is subject to acceleration under Section 11(a), the
provisions of this Section shall apply to the Award.  Unless otherwise
provided in a Participant’s employment agreement, if any, or any other plan or
arrangement within the Company to which the Participant is a party or
Participant, if an acceleration of vesting, exercisability, or settlement of an
Award, together with all other payments or benefits contingent on the Change of
Control within the meaning of Code Section 280G (“Payment”), would
constitute a “parachute payment” within the meaning of Section 280G, and thus be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then
such Payment will be reduced to the Reduced Amount.  The “Reduced Amount” will
be either (x) the largest portion of the Payment that would result in no portion
of the Payment being subject to the Excise Tax or (y) the largest portion, up to
and including the total, of the Payment, whichever amount, after taking into
account all applicable federal, state and local employment taxes, income taxes,
and the Excise Tax (all computed at the highest applicable marginal rate),
results in the Participant’s receipt, on an after-tax basis, of the greater
amount of the Payment notwithstanding that all or some portion of the Payment
may be subject to the Excise Tax.  If a reduction in payments or
benefits (or a cancellation of the acceleration of vesting, exercisability or
settlement of an Award) constituting a “parachute payment” is necessary so that
the Payment equals the Reduced Amount, such reduction and/or cancellation of
acceleration will occur in the order that provides the maximum economic benefit
to the Participant.  In the event that acceleration of vesting,
exercisability, or settlement of an Award is to be reduced, such acceleration
also will be canceled in the order that provides the maximum economic benefit to
the Participant.

         

         

        17

         

         

        Section
12.                      Amendments and
Termination.

         

        (a)           Amendment and Termination of
the Plan.  The Board may amend, alter or discontinue the Plan
in whole or in part without the approval of the Company’s stockholders, except
that (i) any amendment or alteration shall be subject to the approval of the
Company’s stockholders if such stockholder approval is required by any federal
or state law or regulation or the rules of any stock exchange on which the
Shares may then be listed and (ii) no amendment, alteration, or discontinuation
will be made that would impair the rights of a Participant under any outstanding
Award, without the Participant’s consent, or that without the approval of the
stockholders would, except as is provided in Section 4(c) of the Plan, increase
the total number of Shares reserved for the purposes of the Plan.  No
amendment, alteration or discontinuation will cause any payments to be made any
earlier than are otherwise provided hereunder, unless permitted by Code Section
409A.

         

        (b)           Amendment of
Awards.  The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, but no such amendment will
impair the rights of any Participant without the Participant’s
consent.  The Committee may also substitute new Awards for Awards
previously granted to Participants, but it may not (i) substitute new Options or
SARs having a lower exercise price for previously granted Options or SARs having
a higher exercise price or (ii) substitute another Award for an Option or SAR
which has an exercise price above the then current Fair Market
Value.

         

        Section
13.                      General
Provisions.

         

        
          	
                   
      

                	
                  (a)

                	
                  Non-Transferability.

                


        

         

        
          	
                   
      

                	
                  (i)

                	
                  No
      Award granted hereunder may be transferred, pledged, assigned or otherwise
      encumbered by the holder thereof
except:

                


        

         

        
          	
                   
      

                	
                  (A)

                	
                  by
      will;

                


        

         

        
          	
                   
      

                	
                  (B)

                	
                  by
      the laws of descent and distribution;
or

                


        

         

        
          	
                   
      

                	
                  (C)

                	
                  in
      the case of Options only, if permitted by the Committee and so provided in
      the Award Agreement, (1) to Immediate Family Members (as defined below),
      (2) to a partnership in which the Participant and/or Immediate Family
      Members, or entities in which the Participant and/or Immediate Family
      Members are the sole owners, members or beneficiaries, as appropriate, are
      the sole partners, (3) to a limited liability company in which the
      participant and/or Immediate Family Members, or entities in which the
      participant and/or Immediate Family Members are the sole owners, members
      or beneficiaries, as appropriate, are the sole members, or (4) to a trust
      for the sole benefit of the participant and/or Immediate Family
      Members.  “Immediate Family Members” means the spouse and
      natural or adopted children or grandchildren of the Participant and their
      respective spouses.  To the extent that an Incentive Stock
      Option is permitted to be transferred during the lifetime of the
      Participant, it shall be treated thereafter as a Nonqualified Stock
      Option.

                


        

         

         

        18

         

         

        
          	
                   
      

                	
                  (ii)

                	
                  No
      such transfer of any Award under paragraph (a) shall be effective to bind
      the Company unless the Company shall have been furnished with written
      notice thereof and a copy of such evidence as the Committee may deem
      necessary to establish the validity of the transfer and the acceptance by
      the transferee or transferees of the terms and conditions of this Plan and
      the applicable Award Agreement.

                


        

         

        
          	
                   
      

                	
                  (iii)

                	
                  Any
      attempted assignment, transfer, pledge, hypothecation or other disposition
      of an Award, or levy of attachment or similar process upon the Award not
      specifically permitted herein, shall be null and void and without
      effect.

                


        

         

        (b)           Effect of
Award.  No Participant will have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
Participants under the Plan.

         

        (c)           Effect of Award
Agreement.  The prospective recipient of any Award under the
Plan will not, with respect to such Award, be deemed to have become a
Participant, or to have any rights with respect to such Award, until and unless
such recipient executes an Award Agreement or other instrument evidencing the
Award and delivered a fully executed copy thereof to the Committee or Plan
Administrator, and otherwise complied with the then applicable terms and
conditions.

         

        (d)           Adjustment of
Awards.  The Committee will be authorized to make adjustments
in Performance Award criteria or in the terms and conditions of other Awards in
recognition of unusual or nonrecurring events affecting the Company or its
financial statements or changes in applicable laws, regulations or accounting
principles.  The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it deems desirable to carry it into effect.  In the event the
Company assumes outstanding employee benefit awards or the right or obligation
to make future awards in connection with the acquisition of another corporation
or business entity, the Committee may, in its discretion, make such adjustments
in the terms of Awards under the Plan as it deems appropriate.

         

        (e)           Non-Competition.  The
Committee has full power and authority to determine whether, to what extent and
under what circumstances any Award will be canceled, forfeited or
suspended.  In particular, but without limitation, all outstanding
Awards to any Participant will be canceled if the Participant, without the
consent of the Committee, while employed by or providing services as an Outside
Director to the Company or an Affiliate or after termination of such employment
or service as an Outside Director, engages in competition with the Company or
its Affiliates, as provided in the applicable Award Agreement or other
employment agreement between the Participant and the Company.

         

         

        19

         

         

        (f)           Payment of
Consideration.  Except as otherwise required in any applicable
Award Agreement or by the terms of the Plan, recipients of Awards under the Plan
are not required to make any payment or provide consideration other than the
rendering of services.

         

        (g)           Withholding.  The
Company is authorized to withhold from any Award granted or payment due under
the Plan the amount of withholding taxes due with respect to an Award or payment
hereunder and to take such other action as may be necessary in the opinion of
the Company to satisfy all obligations for the payment of such
taxes.  The Company will also be authorized to withhold the delivery
of Shares to a Participant, or accept previously owned Shares from a
Participant, in payment for the withholding of taxes.

         

        (h)           Other Compensation
Arrangements.  Nothing contained in this Plan shall prevent the
Board of Directors from adopting other or additional compensation arrangements,
subject to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific
cases.

         

        (i)           Governing
Law.  The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan will be determined in accordance
with the laws of the State of Louisiana and applicable Federal law.

         

        (j)           Severability.  If
any provision of this Plan is or becomes or is deemed invalid, illegal or
unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision will be
construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan, it shall be stricken and the
remainder of the Plan will remain in full force and effect.

         

        (k)           Code Section 409A
Compliance.  This Plan shall be interpreted at all times in
such a manner that the terms and provisions of the Plan comply with Code Section
409A, the regulations promulgated thereunder, regulatory interpretations or
announcements with respect to Section 409A and applicable judicial decisions
construing Section 409A.

         

        (l)           Dividend
Equivalents.  Whenever cash dividends are paid or non-cash
dividends or distributions are made with respect to Shares, the Committee may
elect to credit dividend equivalents to any Award other than Options or
SARs.  Such dividend equivalents may be paid immediately or subject to
the same restrictions imposed on the underlying Award.

         

        Section
14.                      Effective Date of
Plan.  The Plan was originally effective on May 1, 2008, the
date of its approval by the stockholders of Embarq Corporation.  No
Award will be granted pursuant to the Plan after May 1, 2018, the tenth
anniversary of such effective date, but any Award granted on or before such date
may extend beyond that date.

         

         

        20

      

       

      *  
*   *   *   *   *  
*   *

       

      
        CERTIFICATION

         

        The
undersigned Secretary of CenturyTel, Inc. (the “Company”) hereby certifies that
the foregoing Amended and Restated CenturyLink Legacy Embarq 2008 Equity
Incentive Plan was (i) assumed by the Company in its merger with Embarq
Corporation, which closed on July 1, 2009, and (iii) adopted by the Board in its
current amended and restated form on February 23,
2010.  .

         

      

       

      
        


        
          
            	
                    Dated:  February
      23, 2010

                  	 
      	
                    /s/   Stacey
      W. Goff

                  
	 
      	 
      	
                    Stacey
      W. Goff

                  
	 
      	 
      	
                    Secretary