Unassociated Document


    Exhibit
10.2(g)

    AMENDED
AND RESTATED

     

    CenturyLink

    2005
MANAGEMENT INCENTIVE COMPENSATION PLAN

     

    


    1.           Purpose.  The
purpose of the Amended and Restated 2005 Management Incentive Compensation Plan
(this “Plan”) of CenturyTel, Inc. (“CenturyLink”) is to increase shareholder
value and to advance the interests of CenturyLink and its subsidiaries
(collectively, the “Company”) by furnishing a variety of equity incentives (the
“Incentives”) designed to attract, retain, and motivate officers, employees,
consultants, and advisors and to strengthen the mutuality of interests between
such persons and CenturyLink’s shareholders.  Incentives may consist
of options to purchase shares of CenturyLink’s common stock, $1.00 par value per
share (the “Common Stock”), stock appreciation rights, shares of restricted
stock, restricted stock units, or other stock-based awards the value of which is
based upon the value of the Common Stock, all on terms determined under this
Plan.  As used in this Plan, the term “subsidiary” means any
corporation, limited liability company or other entity of which CenturyLink owns
(directly or indirectly) within the meaning of Section 424(f) of the Internal
Revenue Code of 1986, as amended (the “Code”), 50% or more of the total combined
voting power of all classes of stock, membership interests, or other equity
interests issued thereby.

     

    2.           Administration.

     

    2.1           Composition.  This
Plan shall be administered by the compensation committee of the Board of
Directors of CenturyLink, or by a subcommittee of the compensation
committee.  The committee or subcommittee that administers this Plan
shall hereinafter be referred to as the “Committee.”  The Committee
shall consist of not fewer than two members of the Board of Directors, each of
whom shall (a) qualify as a “non-employee director” under Rule 16b-3 under the
Securities Exchange Act of 1934 (the “1934 Act”), or any successor rule, and (b)
qualify as an “outside director” under Section 162(m) of the Code and the
regulations thereunder (collectively, “Section 162(m)”).

     

    2.2           Authority.  The
Committee shall have authority to award Incentives 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 agreements with or provide notices
to participants as to the terms of the Incentives (the “Incentive Agreements”),
and to make any other determination that it believes necessary or advisable for
the proper administration of this Plan.  Its decisions concerning
matters relating to this Plan shall be final, conclusive and binding on the
Company and participants.  The Committee may delegate its authority
hereunder to the extent provided in Section 3 hereof.  The Committee
shall not have authority to award Incentives under this Plan to directors in
their capacities as such.

     

    3.           Eligible
Participants.  Employees and officers of the Company (including
officers who also serve as directors of the Company) and consultants and
advisors to the Company shall become eligible to receive Incentives under this
Plan when designated by the Committee.  Employees may be designated
individually or by groups or categories, as the Committee deems
appropriate.  With respect to participants not subject to Section 16
of the 1934 Act or 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 Incentives to be received by these
participants, to determine any performance objectives for these participants,
and to approve or authorize the form of Incentive Agreement governing such
Incentives and (ii) following any grants of Incentives 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 Incentives; 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 of Common Stock on
the later of the date of grant or the date the participant commences employment
with the Company, unless otherwise determined by the Committee (subject to the
limitations in Section 5.1), (B) any person other than the Committee make any of
the determinations set forth in Section 4.5, 11.11 or Section 11.12 of this
Plan, or (C) any person take any action that the Committee lacks the authority
to take hereunder.

     

    4.           Shares Subject to this
Plan.  The shares of Common Stock with respect to which
Incentives may be granted under this Plan shall be subject to the
following:

     

    4.1           Type of Common
Stock.  The shares of Common Stock with respect to which
Incentives may be granted under this Plan may be currently authorized but
unissued shares or shares currently held or subsequently acquired by the Company
as treasury shares, including shares purchased in the open market or in private
transactions.

     

    4.2           Maximum Number of
Shares.  Subject to the other provisions of this Section 4, the
maximum number of shares of Common Stock that may be delivered to participants
and their beneficiaries under this Plan shall be 4,000,000 shares of Common
Stock.

     

    4.3           Share Counting.  To
the extent any shares of Common Stock covered by an Incentive are not delivered
to a participant or beneficiary because the Incentive is forfeited or canceled,
or the shares of Common Stock are not delivered because the Incentive is paid or
settled in cash, such shares shall not be deemed to have been delivered for
purposes of determining the maximum number of shares of Common Stock available
for delivery under Section 4.2 or 4.4(c) of this Plan.  In the event
that shares of Common Stock are issued as Incentives and thereafter are
forfeited or reacquired by the Company pursuant to rights reserved upon issuance
thereof, such forfeited and reacquired Shares may again be issued under this
Plan.  All shares to which a stock appreciation right relates (not
only the net shares) shall be counted against the shares issuable through the
Plan, except as otherwise provided above.

     

    4.4           Limitations on Number of
Shares.  Subject to Section 4.5, the following additional
limitations are imposed under this Plan:

     

    (a)           The
maximum number of shares of Common Stock that may be issued upon exercise of
stock options intended to qualify as incentive stock options under Section 422
of the Code shall be 4,000,000 shares.

     

    (b)           The
maximum number of shares of Common Stock that may be covered by Incentives
granted under this Plan to any one individual during any one calendar-year
period shall be 600,000.

     

    (c)           The
maximum number of shares of Common Stock that may be issued as restricted stock,
restricted stock units, or Other Stock-Based Awards (as defined below) shall be
2,000,000 shares.  Such Incentives shall be subject to the minimum
vesting periods provided herein, with respect to restricted stock, restricted
stock units and Other Stock-Based Awards, except that restricted stock,
restricted stock units and  Other Stock-Based Awards with respect to
an aggregate of 200,000 shares of Common Stock may be granted without compliance
with the minimum vesting periods provided in Sections 6.2, 7.2 and
9.2.

     

    (d)           If,
after shares have been earned under an Incentive, the delivery is deferred, any
additional shares attributable to dividends paid during the deferral period
shall be disregarded for purposes of the limitations of this Section
4.

     

    4.5           Adjustment.

     

    (a)           In
the event of any recapitalization, reclassification, stock dividend, stock
split, combination of shares or other change in the Common Stock, all
limitations on numbers of shares of Common Stock provided in this Section 4 and
the number of shares of Common Stock subject to outstanding Incentives shall be
equitably adjusted in proportion to the change in outstanding shares of Common
Stock.  In addition, in the event of any such change in the Common
Stock, the Committee shall make any other adjustment that it determines to be
equitable, including adjustments to the exercise price of any option or the base
price of any stock appreciation right and any per share performance objectives
of any Incentive in order to provide participants with the same relative rights
before and after such adjustment.

     

    (b)           If
the Company merges, consolidates, sells all of its assets or dissolves and such
transaction is not a Change of Control, as defined in Section 11.12 (each of the
foregoing a “Fundamental Change”), then thereafter upon any exercise or payout
of an Incentive theretofore granted the participant shall be entitled to receive
(i) in lieu of shares of Common Stock previously issuable thereunder, the number
and class of shares of stock and securities to which the participant would have
been entitled pursuant to the terms of the Fundamental Change if, immediately
prior to such Fundamental Change, the participant had been the holder of record
of the number of shares of Common Stock subject to such Incentive or (ii) in
lieu of payments based upon Common Stock previously payable thereunder, payments
based on any formula that the Committee determines to be equitable in order to
provide participants with substantially equivalent rights before and after the
Fundamental Change.  In the event any such Fundamental Change causes a
change in the outstanding Common Stock, the aggregate number of shares available
under the Plan may be appropriately adjusted by the Committee in its sole
discretion, whose determination shall be conclusive.

     

    5.           Stock Options.  The
Committee may grant incentive stock options (as such term is defined in Section
422 of the Code) or non-qualified stock options. Any option that is designated
as a non-qualified stock option shall not be treated as an incentive stock
option.  Each stock option granted by the Committee under this Plan
shall be subject to the following terms and conditions:

     

    5.1           Price.  The exercise
price per share shall be determined by the Committee, subject to adjustment
under Section 4.5; provided that in no event shall the exercise price be less
than the Fair Market Value (as defined below) of a share of Common Stock on the
date of grant, except in the case of a stock option granted in assumption of or
in substitution for an outstanding award of a company acquired by the Company or
with which the Company combines.

     

    5.2           Number.  The number
of shares of Common Stock subject to the option shall be determined by the
Committee, subject to the limitations and adjustments provided in Section 4
hereof.

     

    5.3           Duration and Time for
Exercise.  Subject to earlier termination as provided in
Sections 11.4 and 11.12, the term of each stock option shall be determined by
the Committee, but may not exceed ten years.  Each stock option shall
become exercisable at such time or times during its term as shall be determined
by the Committee. The Committee may accelerate the exercisability of any stock
option at any time.

     

    5.4           Conditions to
Exercise.  The Committee may, in its discretion, provide that a
stock option cannot be exercised unless one or more performance goals are
achieved, including any of those specified in Section 10.

     

    5.5           Manner
of Exercise.

     

    (a)           A
stock option may be exercised, in whole or in part, by giving written notice to
the Company, specifying the number of shares of Common Stock 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 (i) cash;
(ii) check; (iii) delivery of shares of Common Stock, 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 optionee for at least six months;
(iv) 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; (v) in such other manner as
may be authorized from time to time by the Committee; or (vi) 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.

     

    (b)           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.

     

    (c)           An
option to purchase shares of Common Stock in accordance with this Plan shall be
deemed to have been exercised immediately prior to the close of business on the
first business date on which the Company has received both (i) written notice of
such exercise and (ii) payment in full of the exercise price for the number of
shares for which options are being exercised.

     

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

     

    (e)           Prior
to the issuance of shares of Common Stock upon the exercise of a stock option, a
participant shall have no rights as a shareholder.

     

    5.6           Repricing.  Except
for adjustments pursuant to Section 4.5 or actions permitted to be taken by the
Committee under Section 11.12(c) in the event of a Change of Control, unless
approved by the shareholders of the Company, (a) the exercise price for any
outstanding option granted under this Plan may not be decreased after the date
of grant and (b) an outstanding option that has been granted under this Plan may
not, as of any date that such option has an exercise price that is greater than
the then current Fair Market Value of a share of Common Stock, be surrendered to
the Company as consideration for anything of value, including the grant of a new
option with a lower exercise price, another Incentive, a cash payment or Common
Stock.

     

    5.7           Incentive Stock
Options.  Notwithstanding anything in this Plan to the
contrary, each of the following additional provisions shall apply to the grant
of stock options that are intended to qualify as incentive stock
options:

     

    (a)           Any
incentive stock option authorized under this Plan shall contain such other
provisions as the Committee shall deem advisable, but shall in all events be
consistent with and contain or be deemed to contain all provisions required in
order to qualify the options as incentive stock options.

     

    (b)           All
incentive stock options must be granted within ten years from the date on which
this Plan was adopted by the Board of Directors.

     

    (c)           No
incentive stock option shall be granted to any participant who, at the time such
option is granted, would own (within the meaning of Section 422 of the Code)
stock possessing more than 10% of the total combined voting power of all classes
of stock of the corporation that employs such participant or its parent or
subsidiary corporation.

     

    (d)           The
aggregate Fair Market Value (determined with respect to each incentive stock
option as of the time such incentive stock option is granted) of the Common
Stock with respect to which incentive stock options are exercisable for the
first time by a participant during any calendar year (under this Plan or any
other plan of the Company) shall not exceed $100,000.  To the extent
that such limitation is exceeded, such options shall not be treated, for federal
income tax purposes, as incentive stock options.

     

    6.           Restricted
Stock.

     

    6.1           Grant of Restricted
Stock.  An award of restricted stock may be subject to the
attainment of specified performance goals or targets, restrictions on transfer,
forfeitability provisions and such other terms and conditions as the Committee
may determine, subject to the provisions of this Plan.  To the extent
restricted stock is intended to qualify as “performance-based compensation”
under Section 162(m), it must be granted subject to the attainment of
performance goals as described in Section 10 and meet the additional
requirements by imposed by Section 162(m).

     

    6.2           Restricted
Period.  At the time an award of restricted stock is made, the
Committee shall establish a period of time during which the transfer of the
shares of restricted stock shall be restricted (the “Restricted
Period”).  Each award of restricted stock may have a different
Restricted Period.  Except as provided in Section 4.4(c), a Restricted
Period of at least three years is required, except that if vesting of the shares
is subject to the attainment of specified performance goals, the Restricted
Period may be one year or more. Incremental periodic vesting of portions of the
award during the Restricted Period is permitted.  Unless otherwise
provided in the Incentive Agreement, the Committee may in its discretion declare
the Restricted Period terminated upon a participant’s death, disability,
retirement or other termination by the Company and permit the sale or transfer
of the restricted stock.  The expiration of the Restricted Period
shall also occur as provided under Section 11.12 upon a Change of Control of the
Company.

     

    6.3           Escrow. The participant
receiving restricted stock shall enter into an Incentive Agreement with the
Company setting forth the conditions of the grant.  Any certificates
representing shares of restricted stock shall be registered in the name of the
participant and deposited with the Company, together with a stock power endorsed
in blank by the participant.  Each such certificate shall bear a
legend in substantially the following form:

     

    The
transferability of this certificate and the shares of Common Stock represented
by it is subject to the terms and conditions (including conditions of
forfeiture) contained in the Amended and Restated CenturyLink 2005 Management
Incentive Compensation Plan (the “Plan”) and an agreement entered into between
the registered owner and CenturyLink thereunder.  Copies of this Plan
and the agreement are on file and available for inspection at the principal
office of CenturyLink.

     

    If the
shares awarded under the Plan are represented by book or electronic entry rather
than a certificate, the Company shall take steps to restrict transfer of the
shares as it deems necessary or advisable to comply with applicable
law.

     

    6.4           Dividends on Restricted
Stock.  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 Incentive
Agreement.

     

    6.5           Forfeiture. In the event of
the forfeiture of any shares of restricted stock under the terms provided in the
Incentive Agreement (including any additional shares of restricted stock that
may result from the reinvestment of cash and stock dividends, if so provided in
the Incentive Agreement), such forfeited shares shall be surrendered and any
certificates cancelled.  The participants shall have the same rights
and privileges, and be subject to the same forfeiture provisions, with respect
to any additional shares received pursuant to Section 4.5 due to a
recapitalization, stock split or other change in capitalization described
therein.

     

    6.6           Expiration of Restricted
Period.  Upon the expiration or termination of the Restricted
Period and the satisfaction of any other conditions prescribed by the applicable
Incentive Agreement or at such earlier time as provided for in Section 6.2, the
restrictions applicable to the restricted stock shall lapse and a stock
certificate for the number of shares of restricted stock with respect to which
the restrictions have lapsed shall be delivered, free of all such restrictions
and legends other than those required by law, to the participant or the
participant’s estate, as the case may be.

     

    6.7           Rights as a
Shareholder.  Subject to the restrictions imposed under the
terms and conditions of this Plan and subject to any other restrictions that may
be imposed in the Incentive Agreement, each participant receiving restricted
stock shall have all the rights of a shareholder with respect to shares of
Common Stock during any period in which such shares are subject to forfeiture
and restrictions on transfer, including the right to vote such
shares.

     

    7.           Restricted
Stock Units.

     

    7.1           Grant of Restricted Stock
Units.  A restricted stock unit, or RSU, represents the right
to receive from the Company on the scheduled vesting date or other specified
payment date for such RSU, one share of Common Stock.   An award
of restricted stock units may be subject to the attainment of specified
performance goals or targets, forfeitability provisions and such other terms and
conditions as the Committee may determine, subject to the provisions of this
Plan.  To the extent an award of restricted stock units is intended to
qualify as “performance-based compensation” under Section 162(m), it must be
granted subject to the attainment of performance goals as described in Section
10 and meet the additional requirements imposed by Section 162(m).

     

    7.2           Vesting Period.  At
the time an award of restricted stock units is made, the Committee shall
establish a period of time during which the restricted stock units shall vest
(the “Vesting Period”).  Each award of restricted stock units may have
a different Vesting Period.  Except as provided in Section 4.4(c), a
Vesting Period of at least three years is required, except that if vesting of
the RSUs is subject to the attainment of specified performance goals, the
Vesting Period may be one year or more. Incremental periodic vesting of portions
of the award during the Vesting Period is permitted.  The acceleration
of the expiration of the Vesting Period shall occur as provided under Section
11.12(b) upon a Change of Control of the Company and may also occur as provided
under Section 11.4 in the event of termination of employment under the
circumstances provided in the Incentive Agreement.

     

    7.3           Dividend Equivalent
Accounts.  Subject to the terms and conditions of this Plan and
the applicable Incentive Agreement, as well as any procedures established by the
Committee, prior to the expiration of the applicable Vesting Period of an RSU
granted to a participant hereunder, the Company shall establish an account for
the participant and deposit into that account any securities, cash or other
property comprising any dividend or property distribution with respect to the
shares of Common Stock underlying the RSU.  The participant shall have
no rights to the amounts or other property in such account until the applicable
RSU vests.

     

    7.4           Rights as a Shareholder. Each
participant receiving restricted stock units shall have no rights as a
shareholder with respect to such restricted stock units until such time as
shares of Common Stock are issued to the participant.

     

    8.           Stock-Settled
Stock Appreciation Rights.

     

    8.1           Grant of Stock-Settled Stock
Appreciation Rights.  A stock-settled stock appreciation right,
or SAR, is a right to receive, without payment to the Company, a number of
shares of Common Stock, the number of which is determined pursuant to the
formula set forth in Section 8.5.  Each SAR granted by the Committee
under the Plan shall be subject to the terms and conditions provided in this
Section 8:

     

    8.2           Number.  Each SAR
granted to any participant shall relate to such number of shares of Common Stock
as shall be determined by the Committee, subject to adjustment as provided in
Section 4.5.

     

    8.3           Duration.  The term
of each SAR shall be determined by the Committee, but shall not exceed a maximum
term of 10 years.  The Committee may in its discretion accelerate the
exercisability of any SAR at any time in its discretion.

     

    8.4           Exercise.  A SAR may
be exercised, in whole or in part, by giving written notice to the Company,
specifying the number of SARs which the holder wishes to
exercise.  The date that the Company receives such written notice
shall be referred to herein as the “Exercise Date.”  The Company
shall, within 30 days of an Exercise Date, deliver to the exercising holder any
certificates for the shares of Common Stock to which the holder is entitled
pursuant to Section 8.5.

     

    8.5           Payment.  The number
of shares of Common Stock which shall be issuable upon the exercise of a SAR
shall be determined by dividing:

     

    (a)           the
number of shares of Common Stock as to which the SAR is exercised, multiplied by
the amount of the appreciation in each such share (for this purpose, the
“appreciation” shall be the amount by which the Fair Market Value of the Common
Stock subject to the SAR on the business day preceding the Exercise Date exceeds
the “Base Price,” which is an amount, not less than the Fair Market Value of a
share of Common Stock on the date of grant, which shall be determined by the
Committee at the time of grant, subject to adjustment under Section 4.5);
by

     

    (b)           the
Fair Market Value of a share of Common Stock on the Exercise Date.

     

    8.6           No Fractional
Shares.  No fractional shares of Common Stock 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.

     

    8.7           Repricing.  Except
for adjustments pursuant to Section 4.5 or actions permitted to be taken by the
Committee under Section 11.12(c) in the event of a Change of Control, unless
approved by the shareholders of the Company, (a) the Base Price for any
outstanding SAR granted under this Plan may not be decreased after the date of
grant and (b) an outstanding SAR that has been granted under this Plan may not,
as of any date that such SAR has a per share Base Price that is greater than the
then current Fair Market Value of a share of Common Stock, be surrendered to the
Company as consideration for anything of value, including the grant of a new SAR
with a lower Base Price, another Incentive, a cash payment or Common
Stock.

     

    9.           Other
Stock-Based Awards.

     

    9.1           Grant of Other Stock Based
Awards.  Subject to the limitations described in Section 9.2
hereof, the Committee may grant to eligible participants “Other Stock Based
Awards,” which shall consist of awards, other than options, restricted stock,
restricted stock units or SARs provided for in Sections 5 through 8, the value
of which is based in whole or in part on the value of shares of Common
Stock.  Other Stock Based Awards may be awards of shares of Common
Stock or may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, shares of, or appreciation in
the value of, Common Stock (including securities convertible or exchangeable
into or exercisable for shares of Common Stock), as deemed by the Committee
consistent with the purposes of this Plan.  The Committee shall
determine the terms and conditions of any Other Stock Based Award (including
which rights of a shareholder, if any, the recipient shall have with respect to
Common Stock associated with any such award) and may provide that such award is
payable in whole or in part in cash.  An Other Stock-Based Award may
be subject to the attainment of such specified performance goals or targets as
the Committee may determine, subject to the provisions of this
Plan.  To the extent that an Other Stock-Based Award is intended to
qualify as “performance-based compensation” under Section 162(m), it must be
granted subject to the attainment of performance goals as described in Section
10 and meet the additional requirements imposed by Section 162(m).

     

    9.2           Vesting
Terms.  Except as otherwise provided in Section 4.4(c), other
Stock-Based Awards granted under this Section 9 shall be subject to a vesting
period of at least three years, except that if vesting of the award is subject
to the attainment of specified performance goals, a minimum vesting period of
one year is allowed. Incremental periodic vesting of portions of the award over
the required vesting period is permitted.

     

    10.           Section 162(m)
Awards.  To the extent that shares of restricted stock,
restricted stock units or Other Stock-Based Awards granted under the Plan are
intended to qualify as “performance-based compensation” under Section 162(m),
the vesting, grant or payment of such awards shall be conditioned on the
achievement of one or more performance goals and must satisfy the other
requirements of Section 162(m).  The performance goals pursuant to
which such awards shall vest, be granted or be paid out shall be any or a
combination of the following performance measures applied to the Company or one
or more of its divisions, subsidiaries or lines of business:  return
on equity, cash flow, assets or investment; shareholder return; changes in
revenues, operating income, cash flow, cash provided by operating activities,
earnings or earnings per share; customer growth; customer satisfaction or an
economic value added measure.  The performance goals may be subject to
such adjustments as are specified in advance by the Committee, including
adjustments made pursuant to written guidelines that are approved or confirmed
in advance by the Committee.  For any performance period, the
performance objectives may be  measured on an absolute basis or
relative to a group of peer companies selected by  the Committee,
relative to internal goals or industry benchmarks, or relative to levels
attained in prior years.

     

    11.           General.

     

    11.1           Duration.  No
Incentives may be granted under the Plan later than May 1, 2015; provided,
however, that Incentives granted prior to such date shall remain in effect until
(i) all such Incentives granted under this Plan have either been satisfied by
the issuance of shares of Common Stock or the payment of cash or been terminated
under the terms of this Plan or the applicable Incentive Agreement and (ii) all
restrictions imposed on shares of Common Stock in connection with their issuance
under this Plan have lapsed.

     

    11.2           Transferability of
Incentives.

     

    (a)           No
Incentive granted hereunder may be transferred, pledged, assigned or otherwise
encumbered by the holder thereof except:

     

    (i)           by
will;

     

    (ii)           by
the laws of descent and distribution;

     

    (iii)           pursuant
to a domestic relations order, as defined in the Code; or

     

    (iv)           in
the case of stock options only, if permitted by the Committee and so provided in
the Incentive Agreement, (A) to Immediate Family Members (as defined below), (B)
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, (C) 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 (D) 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 non-qualified stock option.

     

    (b)           No
such transfer of any Incentive 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
Incentive Agreement.

     

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

     

    11.3           Dividend
Equivalents.  In the sole and complete discretion of the
Committee, an Incentive may provide the holder thereof with dividends or
dividend equivalents, payable in cash, shares, other securities or other
property on a current or deferred basis.

     

    11.4           Effect of Termination of Employment
or Death.  In the event that a participant ceases to be an
employee of the Company for any reason, including death, disability, early
retirement or normal retirement, any outstanding Incentives then held by such
participant may be exercised, may vest or may expire at such times or in such
manner as is set forth in the Incentive Agreement.  In its discretion,
the Committee may resolve any questions under this Plan or any Incentive
Agreement as to whether and when there has been a termination of employment and
the cause or nature of such termination.

     

    11.5           Additional
Conditions.  Anything in this Plan to the contrary
notwithstanding:

     

    (a)           the
Company may, if it shall determine it necessary or desirable for any reason, at
the time of award of any Incentive or the issuance of any shares of Common Stock
pursuant to any Incentive, require the recipient of the Incentive, as a
condition to the receipt thereof or to the receipt of shares of Common Stock
issued pursuant thereto, to deliver to the Company a written representation of
present intention to acquire the Incentive or the shares of Common Stock issued
pursuant thereto for his own account for investment and not for distribution;
and

     

    (b)           if
at any time the Company further determines, in its sole discretion, that the
listing, registration or qualification (or any updating of any such document) of
any Incentive or the shares of Common Stock issuable pursuant thereto is
necessary on any securities exchange or under any federal or state securities or
blue sky law, or that the consent or approval of any governmental regulatory
body is necessary or desirable as a condition of, or in connection with the
award of any Incentive, the issuance of shares of Common Stock pursuant thereto,
or the removal of any restrictions imposed on such shares, such Incentive shall
not be awarded or such shares of Common Stock shall not be issued or such
restrictions shall not be removed, as the case may be, in whole or in part,
unless such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Company.

     

    11.6           Incentive
Agreements.  An Incentive under this Plan shall be subject to
such terms and conditions, not inconsistent with this Plan, as the Committee
may, in its sole discretion, prescribe and set forth in the Incentive
Agreement.  Such terms and conditions may provide for the forfeiture
of an Incentive or the gain associated with an Incentive under certain
circumstances to be set forth in the Incentive Agreement, including if the
participant competes with the Company or engages in other activities that are
harmful to the Company.  In connection with all grants of Incentives
under this Plan, the Committee shall authorize and approve a form of Incentive
Agreement governing the terms and conditions of such Incentive that apply to all
similarly-situated award recipients, and cause the Company to prepare an
individual agreement with or notice to each award recipient that reflects the
actual number of shares of Common Stock to which the Incentive of such recipient
relates.  A copy of such document shall be provided to each such award
recipient, and the Committee may, but need not, require that such award
recipient duly execute and deliver to the Company a copy of such document as a
condition precedent to the effectiveness of the grant of the
Incentive.  Such document is referred to in this Plan as an “Incentive
Agreement” regardless of whether a participant’s signature is
required.

     

    11.7           Withholding.

     

    (a)           The
Company shall have the right to withhold from any payments or stock issuances
under this Plan, or to collect as a condition of payment, any taxes required by
law to be withheld.

     

    (b)           If
so provided in the applicable Incentive Agreement, a participant will have the
right to satisfy his or her withholding tax obligation in whole or in part by
electing (an “Election”) to deliver currently owned shares of Common Stock or to
have the Company withhold from the shares the participant otherwise would
receive shares of Common Stock having a value equal to the minimum amount
required to be withheld, with the value of the shares to be delivered or
withheld being based on the Fair Market Value of the Common Stock on the date
that the amount of tax to be withheld is determined (the “Tax
Date”).  Each Election must be made prior to the Tax
Date.  Notwithstanding anything to the contrary in this Plan or any
Incentive Agreement, the Committee may disapprove of any Election or suspend or
terminate the right to make Elections.

     

    11.8           No Continued
Employment.  No participant under this Plan shall have any
right, because of his or her participation, to continue in the employ of the
Company for any period of time or to any right to continue his or her present or
any other rate of compensation.

     

    11.9           Deferral Permitted. Payment of
cash or distribution of any shares of Common Stock to which a participant is
entitled under any Incentive shall be made as provided in the Incentive
Agreement.  Payment may be deferred at the option of the participant
if provided in the Incentive Agreement.

     

    11.10           Amendment or Discontinuance of this
Plan.  The Board may amend or discontinue this Plan at any
time; provided, however, that no such amendment may:

     

    (a)           without
the approval of the shareholders, (i) increase, subject to adjustments permitted
herein, the maximum number of shares of Common Stock that may be issued through
this Plan, (ii) materially increase the benefits accruing to participants under
this Plan, (iii) materially expand the classes of persons eligible to
participate in this Plan, (iv) materially expand the types of awards available
for grant under the Plan, (v) amend Section 11.1 to permit grants of Incentives
hereunder later than May 1, 2015, (vi) materially change the method of
determining the Base price of options or the Base Price of SARs, or (vii) amend
Section 5.6 or 8.7 to permit repricing of options or SARs, respectively,
or

     

    (b)           materially
impair, without the consent of the recipient, an Incentive previously granted,
except (i) as otherwise provided in Section 11.16 and (ii) that the Company
retains all rights to take action under Section 11.12 and to include in
Incentive Agreements provisions authorizing the Committee in its discretion to
cancel unvested or unexercisable Incentives.

     

    11.11           Definition of Fair Market
Value.  Whenever the “Fair Market Value” of Common Stock or
some other specified security must be determined for purposes of this Plan, it
shall be determined as follows: (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 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.

     

    11.12           Change
of Control.

     

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

     

    (i)           the
acquisition by any person of beneficial ownership of 30% or more of the
outstanding shares of the Common Stock 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 11.12(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
11.12(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:

     

    (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 11.12, the term “person” shall mean a natural person or
entity, and shall also mean the 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,
except that “person” shall not include an underwriter temporarily holding a
security pursuant to an offering of the security.

     

    (b)           Upon
a Change of Control, all outstanding Incentives granted pursuant to this Plan
shall automatically become fully vested and exercisable, all restrictions or
limitations on any Incentives shall automatically lapse and, unless otherwise
provided in the Incentive Agreement, all performance criteria and other
conditions relating to the payment of Incentives 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 11.12 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 11.12, 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 Incentives 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:

     

    (i)           require
that all outstanding options, SARs or Other Stock-Based Awards 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-Based Awards and all rights of participants thereunder shall
terminate,

     

    (ii)           make
such equitable adjustments to Incentives 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, restricted stock units or Other Stock-Based Awards 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 Incentives 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, restricted
stock unit or Other Stock-Based Award, as defined and calculated below, over the
per share exercise price or base price of such Incentive 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 Incentive that entitles the
holder to receive Common Stock, the holder shall be entitled to purchase or
receive under such Incentive, in lieu of the number of shares of Common Stock
then covered by such Incentive, 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 of Common Stock then covered by such
Incentive.

     

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

     

    (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 11.12 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.

     

    11.13           Repurchase.  Upon
approval of the Committee, the Company may repurchase all or a portion of a
previously granted Incentive from a participant by mutual agreement by payment
to the participant of cash or Common Stock or a combination thereof with a value
equal to the value of the Incentive determined in good faith by the Committee;
provided, however, that in no event will this section be construed to grant the
Committee the power to take any action in violation of Section 5.6 or
8.7.

     

    11.14           Liability.

     

    (a)           Neither
CenturyLink, its affiliates or any of their respective directors or officers
shall be liable to any participant relating to the participant’s failure to (i)
realize any anticipated benefit under an Incentive due to the failure to satisfy
any applicable conditions to vesting, payment or settlement, including the
failure to attain performance goals or to satisfy the conditions specified in
Section 11.5 or (ii) realize any anticipated tax benefit or consequence due to
changes in applicable law, the particular circumstances of the participant, or
any other reason.

     

    (b)           No
member of the Committee (or officer of the Company exercising delegated
authority of the Committee under Section 3 thereof) will be liable for any
action or determination made in good faith with respect to this Plan or any
Incentive.

     

    11.15           Interpretation.

     

    (a)           Unless
the context otherwise requires, (i) all references to Sections are to Sections
of this Plan, (ii) the term “including” means including without limitation,
(iii) all references to any particular Incentive Agreement shall be deemed to
include any amendments thereto or restatements thereof, and (iv) all references
to any particular statute shall be deemed to include any amendment, restatement
or re-enactment thereof or any statute or regulation substituted
therefore.

     

    (b)           The
titles and subtitles used in this Plan or any Incentive Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Plan or the Incentive Agreement.

     

    (c)           All
pronouns contained in this Plan or any Incentive Agreement, and any variations
thereof, shall be deemed to refer to the masculine, feminine or neutral,
singular or plural, as the identities of the parties may require.

     

    (d)           Whenever
any provision of this Plan authorizes the Committee to take action or make
determinations with respect to outstanding Incentives that have been granted or
awarded by the chief executive officer of CenturyLink under Section 3(i) hereof,
each such reference to “Committee” shall be deemed to include a reference to any
officer of the Company that has delegated administrative authority under Section
3(ii) of this Plan (subject to the limitations of such section).

     

    11.16           Compliance with Section
409A.  It is the intent of the Company that this Plan comply
with the requirements of Section 409A of the Code with respect to any Incentives
that constitute non-qualified deferred compensation under Section 409A and the
Company intends to operate the Plan in compliance with Section 409A and the
Department of Treasury’s guidance or regulations promulgated
thereunder.  If the Committee grants any Incentives or takes any other
action that would, either immediately or upon vesting or payment of the
Incentive, inadvertently result in the imposition of a penalty on a participant
under Section 409A of the Code, then the Company, in its discretion, may, to the
maximum extent permitted by law, unilaterally rescind ab initio, sever, amend or
otherwise modify the grant or action (or any provision of the Incentive) in such
manner necessary for the penalty to be inapplicable or reduced.

     

    * * * * *
* * * * *

     

     

     

    CERTIFICATION

     

    The
undersigned Secretary of CenturyTel, Inc. (the “Company”) hereby certifies that
the foregoing Amended and Restated CenturyLink 2005 Management Incentive
Compensation Plan was (i) recommended to the Company’s Board of Directors (the
“Board”) by its Compensation Committee at a meeting of the Compensation
Committee duly held on February 17, 2005, (ii) adopted by the Board at a meeting
duly held on February 22, 2005, (iii) approved by the requisite affirmative vote
of the Company’s shareholders at its 2005 Annual Meeting of Shareholders held on
May 12, 2005, and (iv) 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