exv4w2






Exhibit 4.2




 






Sixth Supplemental Indenture



Dated as of June 16, 2011



to



Indenture dated as of March 31, 1994 by and between



CenturyLink, Inc. and Regions Bank, as Trustee



 





$350,000,000 5.15% Senior Notes, Series R, due 2017

$1,250,000,000 6.45% Senior Notes, Series S, due 2021



 






 









 








TABLE OF CONTENTS1




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2

	 
	 	 	 	 
	5.15% SENIOR NOTES, SERIES R, DUE 2017

	 
	 	 	 	 
	Section 2.01 Establishment
	 	 	5	 
	Section 2.02 Stated Maturity; Payment of Principal and Interest
	 	 	5	 
	Section 2.03 Denominations
	 	 	6	 
	Section 2.04 Global Series R Notes
	 	 	6	 
	 
	 	 	 	 
	ARTICLE 3

	 
	 	 	 	 
	6.45% SENIOR NOTES, SERIES S, DUE 2021

	 
	 	 	 	 
	Section 3.01 Establishment
	 	 	7	 
	Section 3.02 Stated Maturity; Payment of Principal and Interest
	 	 	8	 
	Section 3.03 Denominations
	 	 	8	 
	Section 3.04 Global Series S Notes
	 	 	8	 
	ARTICLE 4

	 
	 	 	 	 
	REDEMPTION AND REPURCHASE

	 
	 	 	 	 
	Section 4.01 Optional Redemption Procedures for Series R Notes
	 	 	9	 
	Section 4.02 Optional Redemption Procedures for Series S Notes
	 	 	10	 
	Section 4.03 Purchase of Notes Upon a Change of Control Repurchase Event
	 	 	11	 
	Section 4.04 No Sinking Fund
	 	 	12	 
	 
	 	 	 	 
	ARTICLE 5

	 
	 	 	 	 
	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 







 




			
	1	 	This Table of Contents does not constitute
part of the Indenture or have any bearing upon the interpretation of any
of its terms and provisions.




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	 	 	Page	 
	Section 5.01 Authentication and Delivery of Additional Series P Notes
	 	 	13	 
	Section 5.02 Paying Agents; Transfer Agents; Place of Payment
	 	 	13	 
	Section 5.03 Recitals by Corporation
	 	 	13	 
	Section 5.04 Ratification and Incorporation of Original Indenture
	 	 	13	 
	Section 5.05 Executed in Counterparts
	 	 	14	 








ii









 





     THIS SIXTH SUPPLEMENTAL INDENTURE is made as of the 16th day of June 2011, by and
between CENTURYLINK, INC., a Louisiana corporation, having its principal office at 100 CenturyLink
Drive, Monroe, Louisiana 71203 (the “Corporation”), and REGIONS BANK (successor-in-interest to
First American Bank & Trust of Louisiana and Regions Bank of Louisiana), an Alabama state banking
corporation, as trustee (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, the Corporation has heretofore entered into an Indenture, dated as of March 31, 1994
(the “Original Indenture”), with the Trustee;



     WHEREAS, the Original Indenture is incorporated herein by this reference and the Original
Indenture, as amended and supplemented to the date hereof, including by this Sixth Supplemental
Indenture, is herein called the “Indenture”;



     WHEREAS, under Section 2.01 of the Original Indenture, a new series of Securities may at any
time be established in accordance with the provisions of the Original Indenture and the terms of
such series may be described in a supplemental indenture executed by the Corporation and the
Trustee;



     WHEREAS, the Corporation proposes to create under the Original Indenture two new series of
Securities; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Sixth
Supplemental Indenture and to make it a valid and binding obligation of the Corporation have been
done or performed.



     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:



ARTICLE 1




DEFINITIONS



     Section 1.01 Definitions. The following defined terms used herein shall, unless the context otherwise requires, have
the meanings specified below. Capitalized terms used herein for which no definition is provided
herein shall have the meanings set forth in the Original Indenture.



     “Change of Control” means the occurrence of any of the following: (1) the direct or
indirect sale, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or a series of related transactions, of all or substantially all of the
Corporation’s properties or assets and the properties or assets of its subsidiaries, taken as a
whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than
the Corporation or one of its subsidiaries; (2) the adoption of a plan relating to the liquidation
or
dissolution of the Corporation; (3) the consummation of any transaction (including, without



 









 




limitation, any merger or consolidation) the result of which is that any “person” (as that term is
used in Section 13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly,
of more than 50% of the then outstanding number of shares of the Corporation’s Voting Stock; or (4)
the first day on which a majority of the members of the Corporation’s board of directors are not
Continuing Directors.




     “Change of Control Repurchase Event” means the occurrence of both a Change of Control
and a Ratings Event.



     “Clearing Agency” means The Depository Trust Company or another organization
registered as a “Clearing Agency” pursuant to Section 17A of the Exchange Act that is acting as a
depositary with respect to the Global Series R Notes or the Global Series S Notes and in whose
name, or in the name of a nominee of that organization, shall be registered a global security
evidencing the respective rights and obligations of holders in respect of the Global Series R Notes
or the Global Series S Notes and which shall undertake to effect book entry transfers and pledges
of the Global Series R Notes or the Global Series S Notes.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term (the “Remaining
Life”) of the Series R Notes or the Series S Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such Series R Notes or
Series S Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (1) the
average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Continuing Directors” means, as of any date of determination, any member of the
Corporation’s board of directors who (1) was a member of such board of directors on the Original
Issue Date; or (2) was nominated for election or elected to such board of directors with the
approval of a majority of the Continuing Directors who were members of such board of directors at
the time of such nomination or election.



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



     “Global Series R Notes” shall have the meaning set forth in Section 2.04.



     “Global Series S Notes” shall have the meaning set forth in Section 3.04.



     “Independent Investment Banker” means one of the Reference Treasury Dealers that the
Corporation appoints to act as the Independent Investment Banker from time to time.



     “Interest Payment Date” shall have the meaning set forth in Section 2.02(b).



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent
under any successor Rating Categories of Moody’s); a rating of BBB- or better by S&P (or its



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equivalent under any successor Rating Categories of S&P); and the equivalent investment grade
credit rating from any additional Rating Agency or Rating Agencies selected by the Corporation.



     “Moody’s” means Moody’s Investors Service Inc.



     “Notes” means, collectively, the Series R Notes and the Series S Notes.



     “Original Issue Date” means June 16, 2011.



     “Paying Agent” shall have the meaning set forth in Section 5.01.



     “Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P
ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Corporation’s control, a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-l(e)(2)(vi)(F) under the Exchange Act, selected by the Corporation
(as certified by a resolution of the Corporation’s board of directors) as a replacement agency for
Moody’s or S&P, or both, as the case may be.



     “Rating Category” means (i) with respect to S&P, any of the following categories: BBB,
BB, B, CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of
the following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and
(iii) the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In
determining whether the rating of the Notes has decreased by one or more gradations, gradations
within Rating Categories (+ and – for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for
another Rating Agency) shall be taken into account (such that, with respect to S&P, a decline in a
rating from BB+ to BB, as well as from BB – to B+, will constitute a decrease of one gradation).



     “Rating Date” means the date which is 90 days prior to the earlier of (i) a Change of
Control or (ii) public notice of the occurrence of a Change of Control or of the Corporation’s
intention to effect a Change of Control.



     “Ratings Event” means the occurrence of the events described in (a) or (b) below on,
or within 90 days after the earlier of, (i) the occurrence of a Change of Control or (ii) public
notice of the occurrence of a Change of Control or the Corporation’s intention to effect a Change
of Control (which period shall be extended so long as the rating of the Series R Notes or Series S
Notes is under publicly announced consideration for a possible downgrade by any of the Rating
Agencies): (a) in the event the Series R Notes or Series S Notes are rated by both Rating Agencies
on the Rating Date as Investment Grade, the rating of the Series R Notes or Series S Notes, as
applicable, shall be reduced so that such series of Notes is rated below Investment Grade by both
Rating Agencies, or (b) in the event the Series R Notes or Series S Notes (1) are rated Investment
Grade by one Rating Agency and below Investment Grade by the other Rating Agency on the Rating
Date, the rating of the Series R Notes or Series S Notes, as applicable, by either Rating Agency
shall be decreased so that such series of Notes is then rated below Investment Grade by both Rating
Agencies or (2) are rated below Investment Grade by both Rating Agencies on the Rating Date, the
rating of the Series R Notes or Series S Notes, as
applicable, by either Rating Agency shall be decreased by one or more gradations (including
gradations within Rating Categories, as well as between Rating Categories). Notwithstanding the



3









 




foregoing, a Ratings Event otherwise arising by virtue of a particular reduction in Rating shall
not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be
deemed a Ratings Event for purposes of the definition of Change of Control Repurchase Event set
forth in this Section 1.01) if the Rating Agencies making the reduction in Rating to which this
definition would otherwise apply do not announce or publicly confirm or inform the Trustee in
writing at its request that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control shall have occurred at the time of the
Ratings Event).




     “Reference Treasury Dealer” means each of Barclays Capital Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and a Primary Treasury Dealer
selected by Wells Fargo Securities, LLC, their respective successors, or any other firm that is a
primary U.S. Government securities dealer in New York City (each, a “Primary Treasury Dealer”) that
the Corporation specifies from time to time; provided, however, that if any of them ceases to be a
Primary Treasury Dealer, the Corporation will substitute another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.



     “Regular Record Date” means, with respect to any Interest Payment Date for the Notes,
the June 1 and December 1 immediately preceding such Interest Payment Date.



     “Series R Notes” shall have the meaning specified in Section 2.01.



     “Series S Notes” shall have the meaning specified in Section 3.01.



     “Stated Maturity of the Series R Notes” means June 15, 2017.



     “Stated Maturity of the Series S Notes” means June 15, 2021.



     “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.



     “Treasury Rate” means, with respect to any redemption date, the rate per year equal
to: (i) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue; provided that, if no maturity is within three months before or
after the Remaining Life of the Series R Notes or the Series S Notes to be redeemed, yields for the
two published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated
from those yields on a straight line basis, rounding to the nearest month; or (ii) if such release
(or



4









 




any successor release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
redemption date. The Treasury Rate will be calculated on the third business day preceding the
redemption date.




     “Voting Stock” of any specified “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) as of any date means the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.



ARTICLE 2




5.15% SENIOR NOTES, SERIES R, DUE 2017



     Section 2.01 Establishment. There is hereby established a new series of Securities to be issued under the Original
Indenture, to be designated as the Corporation’s 5.15% Senior Notes, Series R, due 2017 (the
“Series R Notes”).



     There are to be initially authenticated and delivered $350,000,000 aggregate principal amount
of Series R Notes. Additional Series R Notes, without limitation as to amount, and without the
consent of the holders of the then outstanding Series R Notes, but with the same terms as such
outstanding Series R Notes (except the issue price and the issue date), may be authenticated and
delivered in the manner provided in Section 2.01 of the Original Indenture and such additional
Series R Notes would constitute a single series with such outstanding Series R Notes. In addition,
additional Series R Notes may be authenticated and delivered except as expressly provided to the
contrary in the Original Indenture. The Series R Notes may be issued from time to time pursuant to
a written order of the Corporation delivered to the Trustee for the authentication and delivery of
Series R Notes pursuant to Section 2.04 of the Original Indenture. The Series R Notes shall be
issued in fully registered form without coupons.



     The Series R Notes shall be in substantially the form set forth in Exhibit A hereto,
and the form of the Trustee’s Certificate of Authentication for the Series R Notes shall be in
substantially the form set forth in Exhibit B hereto.



     Each Series R Note shall be dated the date of authentication thereof and shall bear interest
from the Original Issue Date thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.



     Section 2.02 Stated Maturity; Payment of Principal and Interest.



          (a) The date upon which the principal of the Series R Notes shall become due and payable at
final maturity, together with any accrued and unpaid interest, is June 15, 2017.




          (b) Each Series R Note will bear interest at the rate of 5.15% per annum, from the Original
Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly
provided for until the principal thereof is paid or made available for payment, and at



5









 






the same
rate per annum on any overdue principal and premium, if any, and (to the extent that the payment of
such interest shall be legally enforceable) on any overdue installment of interest, payable on June
15 and December 15 of each year (each, an “Interest Payment Date”), commencing on December
15, 2011, to the person in which name such Series R Note or any predecessor Series R Note is
registered at the close of business on the Regular Record Date.




          (c) The amount of interest payable on any Series R Notes for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. In the event that any Interest
Payment Date, any redemption date or the Stated Maturity of the Series R Notes falls on a day that
is not a Business Day, the required payment of principal, premium, if any, and interest will be
made on the next succeeding Business Day as if made on the date that payment was due, and no
interest will accrue on the amount so payable for the period from and after such Interest Payment
Date, such redemption date or the Stated Maturity of the Series R Notes, as the case may be, to the
date of that payment on that next succeeding Business Day.




     Payment of principal of, premium, if any, and interest on the Series R Notes shall be made in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     Principal of, premium, if any, and interest on the Series R Notes will be payable at the
office or agency of the Corporation maintained for such purpose as described in Section 5.01 below;
provided, however, that payment of interest may be made at the option of the Corporation by check
mailed to the address of the Person entitled thereto as such address shall appear in the security
register; and, provided, further that, in the case of payments of principal and premium, if any,
such Series R Notes are first surrendered to the Paying Agent.



     Notwithstanding the foregoing, as long as the Series R Notes are represented by Global Series
R Notes pursuant to Section 2.04 hereof, payments of principal of, premium, if any, and interest on
the Series R Notes will be made by wire transfer of immediately available funds to The Depository
Trust Company or its nominee as the initial Securityholder of the Series R Notes.



     Section 2.03 Denominations. The Series R Notes shall be issuable in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.



     Section 2.04 Global Series R Notes. The Series R Notes will be issued initially in the form of one or more global securities (the
“Global Series R Notes”), without interest coupons, registered in the name of The
Depository Trust Company or such other Clearing Agency as the Corporation may from time to time
designate or its nominee. Unless and until they are exchanged for Series R Notes in definitive
registered form as described below, such Global Series R Notes may be transferred, in whole but not
in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a
successor Clearing Agency selected or approved by the Corporation or to a nominee of such
successor Clearing Agency.



     If at any time (i) the Clearing Agency notifies the Corporation that it is unwilling or unable
to continue as a Clearing Agency for the Global Series R Notes and no successor Clearing Agency
shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any
time ceases to be a clearing agency registered under the Exchange Act at any time



6









 







the Clearing
Agency is required to be so registered to act as such Clearing Agency and no successor Clearing
Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the
Clearing Agency’s ceasing to be so registered or (iii) the Corporation, in its sole discretion,
determines that the Global Series R Notes shall be so exchangeable, the Corporation will execute,
and, subject to Article II of the Original Indenture, the Trustee, upon receipt of a written order
therefor, will authenticate and deliver the Series R Notes in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal to the principal
amount of the Global Series R Notes in exchange for such Global Series R Notes. Upon exchange of
the Global Series R Notes for such Series R Notes in definitive registered form without coupons, in
authorized denominations, the Global Series R Notes shall be cancelled by the Trustee. Such Series
R Notes in definitive registered form issued in exchange for the Global Series R Notes shall be
registered in such names and in such authorized denominations as the Clearing Agency, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Series R Notes to the Clearing Agency for delivery to the Persons in
whose names such Series R Notes are so registered.



ARTICLE 3




6.45% SENIOR NOTES, SERIES S, DUE 2021



     Section 3.01 Establishment. There is hereby established a new series of Securities to be issued under the Original
Indenture, to be designated as the Corporation’s 6.45% Senior Notes, Series S, due 2021 (the
“Series S Notes”).



     There are to be initially authenticated and delivered $1,250,000,000 aggregate principal
amount of Series S Notes. Additional Series S Notes, without limitation as to amount, and without
the consent of the holders of the then outstanding Series S Notes, but with the same terms as such
outstanding Series S Notes (except the issue price and the issue date), may be authenticated and
delivered in the manner provided in Section 2.01 of the Original Indenture and such additional
Series S Notes would constitute a single series with such outstanding Series S Notes. In addition,
additional Series S Notes may be authenticated and delivered except as expressly provided to the
contrary in the Original Indenture. The Series S Notes may be issued from time to time pursuant to
a written order of the Corporation delivered to the Trustee for the authentication and delivery of
Series S Notes pursuant to Section 2.04 of the Original Indenture. The Series S Notes shall be
issued in fully registered form without coupons.



     The Series S Notes shall be in substantially the form set forth in Exhibit C hereto,
and the form of the Trustee’s Certificate of Authentication for the Series S Notes shall be in
substantially the form set forth in Exhibit D hereto.



     Each Series S Note shall be dated the date of authentication thereof and shall bear interest
from the Original Issue Date thereof or from the most recent Interest Payment Date to which
interest has been paid or duly provided for.



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     Section 3.02 Stated Maturity; Payment of Principal and Interest.



          (a) The date upon which the principal of the Series S Notes shall become due and payable at
final maturity, together with any accrued and unpaid interest, is June 15, 2021.




          (b) Each Series S Note will bear interest at the rate of 6.45% per annum, from the Original
Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly
provided for until the principal thereof is paid or made available for payment, and at the same
rate per annum on any overdue principal and premium, if any, and (to the extent that the payment of
such interest shall be legally enforceable) on any overdue installment of interest, payable on each
Interest Payment Date, commencing on December 15, 2011, to the person in which name such Series S
Note or any predecessor Series S Note is registered at the close of business on the Regular Record
Date.




          (c) The amount of interest payable on any Series S Notes for any period will be computed on
the basis of a 360-day year consisting of twelve 30-day months. In the event that any Interest
Payment Date, any redemption date or the Stated Maturity of the Series S Notes falls on a day that
is not a Business Day, the required payment of principal, premium, if any, and interest will be
made on the next succeeding Business Day as if made on the date that payment was due, and no
interest will accrue on the amount so payable for the period from and after such Interest Payment
Date, such redemption date or the Stated Maturity of the Series S Notes, as the case may be, to the
date of that payment on that next succeeding Business Day.




     Payment of principal of, premium, if any, and interest on the Series S Notes shall be made in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.



     Principal of, premium, if any, and interest on the Series S Notes will be payable at the
office or agency of the Corporation maintained for such purpose as described in Section 5.01;
provided, however, that payment of interest may be made at the option of the Corporation by check
mailed to the address of the Person entitled thereto as such address shall appear in the security
register; and, provided, further that, in the case of payments of principal and premium, if any,
such Series S Notes are first surrendered to the Paying Agent.



     Notwithstanding the foregoing, as long as the Series S Notes are represented by Global Series
S Notes pursuant to Section 3.04 hereof, payments of principal of, premium, if any, and interest on
the Series S Notes will be made by wire transfer of immediately available funds to The Depository
Trust Company or its nominee as the initial Securityholder of the Series S Notes.



     Section 3.03 Denominations. The Series S Notes shall be issuable in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.



     Section 3.04 Global Series S Notes. The Series S Notes will be issued initially in the form of one or more global securities
(the “Global Series S Notes”), without interest coupons, registered in the name of The
Depository Trust Company or such other Clearing Agency as the Corporation may from time to time
designate or its nominee. Unless and until they are exchanged for Series S Notes in definitive
registered form as described below, such Global Series S Notes may be transferred, in whole but not
in part, only to the Clearing Agency or a



8









 







nominee of the Clearing Agency, or to a successor
Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing
Agency.



     If at any time (i) the Clearing Agency notifies the Corporation that it is unwilling or unable
to continue as a Clearing Agency for the Global Series S Notes and no successor Clearing Agency
shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any
time ceases to be a clearing agency registered under the Exchange Act at any time the Clearing
Agency is required to be so registered to act as such Clearing Agency and no successor Clearing
Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the
Clearing Agency’s ceasing to be so registered or (iii) the Corporation, in its sole discretion,
determines that the Global Series S Notes shall be so exchangeable, the Corporation will execute,
and, subject to Article II of the Original Indenture, the Trustee, upon receipt of a written order
therefor, will authenticate and deliver the Series S Notes in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal to the principal
amount of the Global Series S Notes in exchange for such Global Series S Notes. Upon exchange of
the Global Series S Notes for such Series S Notes in definitive registered form without coupons, in
authorized denominations, the Global Series S Notes shall be cancelled by the Trustee. Such Series
S Notes in definitive registered form issued in exchange for the Global Series S Notes shall be
registered in such names and in such authorized denominations as the Clearing Agency, pursuant to
instructions from its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Series S Notes to the Clearing Agency for delivery to the Persons in
whose names such Series S Notes are so registered.



ARTICLE 4




REDEMPTION AND REPURCHASE



     Section 4.01 Optional Redemption Procedures for Series R Notes.



     The Series R
Notes are redeemable, at any time in whole or from time to time in part, at the
Corporation’s option, at a redemption price equal to the greater of:



          (a) 100% of the principal amount of the Series R Notes to be redeemed; and




          (b) the sum of the present values of the remaining scheduled payments of principal and
interest on the Series R Notes to be redeemed (exclusive of interest accrued to the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the then current Treasury Rate applicable to the Series R
Notes plus 50 basis points.




     In each case the Corporation will pay any accrued and unpaid interest on the principal amount
of the Series R Notes being redeemed to the date of redemption.



     The Corporation will mail notice of redemption at least 15 but not more than 60 days before
the redemption date to each holder of record of the Series R Notes to be redeemed at its registered
address. The notice of redemption for the Series R Notes will state, among other



9









 




things, the
amount of Series R Notes to be redeemed, the redemption date, the redemption price and the place or
places that payment will be made upon presentation and surrender of Series R Notes to be redeemed.
Unless the Corporation defaults in the payment of the redemption price, interest will cease to
accrue on any Series R Notes that have been called for redemption at the redemption date.




     If less than all of the Series R Notes are redeemed, the Trustee will be notified at least 30
days before giving notice of redemption, or such shorter period as is satisfactory to the Trustee,
of the aggregate principal amount of Series R Notes to be redeemed and the redemption date. The
Trustee will select by lot, or in such other manner it deems fair and appropriate, the Series R
Notes to be redeemed in part.



     If the Corporation gives notice as provided in the Original Indenture, and funds for the
redemption of any Series R Notes (or any portion thereof) called for redemption will have been made
available on the redemption date referred to in such notice, those Series R Notes (or any portion
thereof) will cease to bear interest on that redemption date and the only right of the holders of
those Series R Notes will be to receive payment of the redemption price.



     The Corporation will notify the Trustee of the redemption price promptly after the calculation
thereof, and the Trustee shall have no responsibility for such calculation. Neither the
Corporation nor the Trustee shall be required to register the transfer of or exchange the Series R
Notes redeemed pursuant to this Section 4.01.



     Section 4.02 Optional Redemption Procedures for Series S Notes.
The Series S Notes are redeemable, at any time in whole or from time to time in part, at the
Corporation’s option, at a redemption price equal to the greater of:



          (a) 100% of the principal amount of the Series S Notes to be redeemed; and




          (b) the sum of the present values of the remaining scheduled payments of principal and
interest on the Series S Notes to be redeemed (exclusive of interest accrued to the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the then current Treasury Rate applicable
to the Series S Notes plus 50 basis points.




     In each case the Corporation will pay any accrued and unpaid interest on the principal amount
of the Series S Notes being redeemed to the date of redemption.



     The Corporation will mail notice of redemption at least 15 but not more than 60 days before
the redemption date to each holder of record of the Series S Notes to be redeemed at its registered
address. The notice of redemption for the Series S Notes will state, among other things, the
amount of Series S Notes to be redeemed, the redemption date, the redemption price and the place or
places that payment will be made upon presentation and surrender of Series S Notes to be redeemed.
Unless the Corporation defaults in the payment of the redemption price, interest will cease to
accrue on any Series S Notes that have been called for redemption at the redemption date.



10









 





     If less than all of the Series S Notes are redeemed, the Trustee will be notified at least 30
days before giving notice of redemption, or such shorter period as is satisfactory to the Trustee,
of the aggregate principal amount of Series S Notes to be redeemed and the redemption date. The
Trustee will select by lot, or in such other manner it deems fair and appropriate, the Series S
Notes to be redeemed in part.



     If the Corporation gives notice as provided in the Original Indenture, and funds for the
redemption of any Series S Notes (or any portion thereof) called for redemption will have been made
available on the redemption date referred to in such notice, those Series S Notes (or any portion
thereof) will cease to bear interest on that redemption date and the only right of the holders of
those Series S Notes will be to receive payment of the redemption price.



     The Corporation will notify the Trustee of the redemption price promptly after the calculation
thereof, and the Trustee shall have no responsibility for such calculation. Neither the
Corporation nor the Trustee shall be required to register the transfer of or exchange the Series S
Notes redeemed pursuant to this Section 4.02.



     Section 4.03 Purchase of Notes Upon a Change of Control Repurchase Event.



          (a) If a Change of Control Repurchase Event occurs, unless the Corporation has exercised its
right to redeem the Notes in accordance with this Article 4, it will make an offer to each
Securityholder to repurchase all or any part (in excess of $2,000 and in integral multiples of
$1,000) of that Securityholder’s Notes at a repurchase price in cash equal to 101% of the aggregate
principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes
repurchased to, but not including, the date of repurchase.




          (b) Within 30 days following any Change of Control Repurchase Event or, at the Corporation’s
option, prior to any Change of Control, but after the public announcement of the Change of Control,
the Corporation will mail a notice to each Securityholder, with a copy to the Trustee, describing
the transaction or transactions that constitute or may constitute the Change of Control Repurchase
Event and (i) offering to repurchase the Notes on the repurchase date
specified in the notice, which date will be a Business Day no earlier than 15 days and no
later than 60 days from the date such notice is mailed, (ii) indicating that all Notes validly
tendered will be accepted for payment and any Note not tendered will continue to accrue interest,
(iii) specifying the CUSIP numbers for the Notes, (iv) stating that, unless the Corporation
defaults in its payment in connection with the Change of Control Repurchase Event, all Notes
accepted for payment pursuant to the Corporation’s offer to repurchase such Notes will cease to
accrue interest after such repurchase, (v) stating that Securityholders electing to have any Notes
repurchased by the Corporation pursuant to this Section 4.03 will be required to surrender such
Notes to the Paying Agent at the address specified in the notice prior to the close of business on
the third Business Day preceding the repurchase date, (vi) stating that Securityholders will be
entitled to withdraw their election made pursuant to this Section 4.03 if the Paying Agent
receives, not later than the close of business on the second Business Day preceding the repurchase
date, a facsimile transmission or letter setting forth the name of the Securityholder, the
principal amount of Notes delivered for repurchase, and a statement that such Securityholder is
withdrawing his election to have the Notes repurchased and (vii) stating that Securityholders whose
Notes of any series are being repurchased only in part will be issued new notes of such



11









 






series
equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased
portion will be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess
thereof.




          (c) The notice shall, if mailed prior to the date of consummation of the Change of Control,
state that the Corporation’s offer to repurchase is conditioned on a Change of Control Repurchase
Event occurring on or prior to the repurchase date specified in the notice. The Corporation will
cause its offer to purchase to remain open for at least 20 Business Days or such longer period as
is required by applicable law. The Corporation will comply with the requirements of Rule 14e-1
under the Exchange Act, and any other securities laws and regulations thereunder, to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Repurchase Event provisions of
the Notes set forth in this Section 4.03, the Corporation will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this
Section 4.03 by virtue of such conflict.




          (d) On the repurchase date following a Change of Control Repurchase Event, the Corporation
will, to the extent lawful:





          (i) accept for payment all the Notes or portions of the Notes properly tendered
pursuant to the Corporation’s offer;




          (ii) deposit with the Paying Agent an amount equal to the aggregate repurchase price in
respect of all the Notes or portions of the Notes properly tendered; and




          (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted,
together with an officers’ certificate stating the aggregate principal amount of Notes being
purchased by the Corporation.



          (e) The Paying Agent will promptly mail to each Securityholder of Notes properly tendered the
repurchase price for such Notes, and the Trustee will promptly authenticate and mail (or cause to
be transferred by book-entry) to each Securityholder a new Note of the same series equal in
principal amount to any unpurchased portion of any Notes surrendered, if any; provided that each
new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess
thereof. The Corporation will publicly announce the results of its offer to repurchase the Notes on
or as soon as practicable after the repurchase date.




          (f) The Corporation will not be required to make an offer to repurchase the Notes upon a
Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.03 applicable to an
offer made by the Corporation and such third party purchases all Notes properly tendered and not
withdrawn under such third party’s offer.




     Section 4.04 No Sinking Fund. The Notes are not subject to, and do not have the benefit of, any sinking fund.



12









 





ARTICLE 5




MISCELLANEOUS PROVISIONS



     Section 5.01 Authentication and Delivery of Additional Series P Notes. There are to be authenticated and delivered on the date hereof an additional $400,000,000
aggregate principal amount of the Corporation’s 7.60% Senior Notes, Series P, due 2039 (the “Series
P Notes”), which were originally established and designated pursuant to the Fifth Supplemental
Indenture dated as of September 21, 2009 by and between the Corporation and the Trustee (the “Fifth
Supplemental Indenture”). The additional Series P Notes to be authenticated and delivered on the
date hereof shall have the same terms (except the issue price and issue date) as the Series P Notes
issued by the Corporation on September 21, 2009, and shall be governed by the Fifth Supplemental
Indenture. The Series P Notes issued on September 21, 2009 and the date hereof shall constitute a
single, fungible series of Securities.



     Section 5.02 Paying Agents; Transfer Agents; Place of Payment.



          (a) The paying agent for the Notes shall initially be the Trustee (in such capacity, the
“Paying Agent”), and the place of payment for the Notes shall initially be the Corporate
Trust Office, which as of the date hereof for such purpose is located at 1500 North 18th
Street, Monroe, Louisiana. Principal of, premium, if any, and interest with respect to
certificated Notes will be payable at the office or agency of the Corporation maintained for such
purpose in the City of Monroe, State of Louisiana or the Borough of Manhattan, the City and State
of New York. The Trustee shall also serve as security registrar for the purpose of registering
Notes and transfers or exchanges of Notes.




          (b) The Corporation may from time to time designate one or more additional offices or agencies
where Notes may be presented or surrendered for payment or may be surrendered for registration of
transfer or exchange in accordance with Section 4.02 of the Original Indenture; provided that the
Corporation shall at all times maintain a Paying Agent and an office or agency where Notes may be
surrendered for registration of transfer or exchange, in each case in the City of Monroe, State of
Louisiana or the Borough of Manhattan, The City of New York.




     Section 5.03 Recitals by Corporation. The recitals in this Sixth Supplemental Indenture are made by the Corporation only and not
by the Trustee, and all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of
the Series R Notes and Series S Notes and this Sixth Supplemental Indenture as fully and with like
effect as if set forth herein in full.



     Section 5.04 Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects ratified and confirmed,
and the Original Indenture and this Sixth Supplemental Indenture shall be read and construed as one
and the same instrument.



13









 





     Section 5.05 Executed in Counterparts. This Sixth Supplemental Indenture may be executed in several counterparts, each of which
shall be deemed to be an original, and such counterparts shall together constitute but one and the
same instrument.



14









 





     IN WITNESS WHEREOF, each party hereto has caused this Sixth Supplemental Indenture to be
signed in its name and behalf by its duly authorized officers, all as of the day and year first
above written.



	 	 	 	 	 
	 	CENTURYLINK, INC.

 	 
	 	By:  	            /s/ R. Stewart Ewing, Jr.
 	 
	 	 	Name:  	R. Stewart Ewing, Jr. 	 
	 	 	Title:  	Executive Vice President and


Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	            /s/ Stacey W. Goff
 	 
	 	 	Name:  	Stacey W. Goff 	 
	 	 	Title:  	Executive Vice President,


General Counsel and Secretary 	 
	 


Attest:




	 	 	 	 	 

	 

	 	/s/ Stacey W. Goff	 	 
	 


	 	 
	Name:

	 	 

Stacey W. Goff
	 	 
	Title:

	 	Executive Vice President,	 	 
	 

	 	General Counsel and Secretary	 	 






	 	 	 	 	 
	 	REGIONS BANK,

     as Trustee

 	 
	 	By:  	            /s/ Jamie Lorio
 	 
	 	 	Name:  	Jamie Lorio 	 
	 	 	Title:  	Senior Vice President 	 
	 




15









 





EXHIBIT A




(Form of Face of Series R Note)



     If the Series R Note is to be a Global Series R Note, insert: THIS SERIES R NOTE IS A GLOBAL
SERIES R NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS
SERIES R NOTE IS EXCHANGEABLE FOR SERIES R NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SERIES R NOTE (OTHER THAN A TRANSFER OF THIS SERIES R NOTE AS A WHOLE BY THE
CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE
CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS SERIES R NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND ANY SERIES R NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



CUSIP No.: 156700AQ9

ISIN: US156700AQ94

COMMON CODE:

$___________



No. ____




CENTURYLINK, INC.

5.15% SENIOR NOTE, SERIES R, DUE 2017




     CenturyLink, Inc., a Louisiana corporation (the “Corporation,” which term includes any
successor corporation under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to___________________, or registered assigns, the principal sum of
______________ DOLLARS ($____________), on June 15, 2017 (such date is hereinafter referred to as
the “Stated Maturity Date”), and to pay interest on said principal sum, from June 16, 2011 or from
the next most recent date to which interest has been paid or duly provided for, semi-annually in
arrears, on June 15 and December 15 of each year (each such date, an “Interest Payment Date”),
commencing on December 15, 2011, at the rate of 5.15% per annum until the principal hereof shall
have been paid or duly made available for payment and, to the extent



A-1 









 




permitted by law, to pay interest compounded semi-annually, on any overdue principal and
premium, if any, and on any overdue installment of interest at the same rate per annum.




     The amount of interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date,
any redemption date or the Stated Maturity Date falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date that payment was due and no interest will accrue on the amount
so payable for the period from and after such Interest Payment Date, such redemption date or Stated
Maturity Date, as the case may be, to the date of that payment on that next succeeding Business
Day.



     The interest installment so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Series R
Note (or one or more predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest installment, which shall be the close of business on the first day of
the month in which such Interest Payment Date falls. Any such interest installment not punctually
paid or duly provided for, on any Interest Payment Date, shall forthwith cease to be payable to the
holders at the close of business on such Regular Record Date and may be paid by the Corporation to
the Person in whose name this Series R Note is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted interest, which shall not
be more than 15 or less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of such proposed payment, and notice of which
shall be given to the holders of the Series R Notes not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Series R Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture.



     Principal of (and premium, if any) and the interest on this Series R Note shall be payable at
the office or agency of the Corporation maintained for that purpose in the City of Monroe, State of
Louisiana, or the Borough of Manhattan, The City and State of New York, in any coin or currency of
the United States of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the option of the
Corporation by check mailed to the address of the Person entitled thereto as such address shall
appear in the security register; and provided further, that, in the case of payments of principal
and premium, if any, this Series R Note is first surrendered to the Paying Agent.



     Notwithstanding the foregoing, as long as this Series R Note is represented by a Global Series
R Note, payments of principal of, premium, if any, and interest on this Series R Note will be made
by wire transfer of immediately available funds to DTC or its nominee as the initial holder of this
Series R Note.



     The indebtedness evidenced by this Series R Note is, to the extent provided in the Indenture,
senior and unsecured and will rank in right of payment on parity with all other unsecured and
unsubordinated obligations of the Corporation.



A-2 









 





     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SERIES R NOTE SET FORTH ON THE
FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
SET FORTH AT THIS PLACE.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Series R Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.



A-3 









 





     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	CENTURYLINK, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	R. Stewart Ewing, Jr. 	 
	 	 	Title:  	Executive Vice President and


Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Stacey W. Goff 	 
	 	 	Title:  	Executive Vice President,


General Counsel and Secretary 	 
	 



	 	 	 	 	 

	Attest:

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Name:

	 	Stacey W. Goff	 	 
	Title:

	 	Executive Vice President,	 	 
	 

	 	General Counsel and Secretary	 	 





Dated: June __, 2011








A-4 









 








CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	 	REGIONS BANK, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


Dated: June __, 2011







A-5 









 









     This Series R Note is one of a duly authorized issue of Securities of the Corporation (the
“Securities”) issued and issuable in one or more series under an Indenture, dated as of March 31,
1994, as supplemented by the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”)
dated as of June 16, 2011 (collectively, the “Indenture”), between the Corporation and Regions Bank
(successor-in-interest to First American Bank & Trust of Louisiana and Regions Bank of Louisiana),
as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the
Trustee and the holders of the Securities issued thereunder and of the terms upon which said
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 5.15% Senior Notes, Series R, due 2017 (the “Series R Notes”).
Such series is being initially issued in the aggregate principal amount of $350,000,000.
Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Indenture.



     The Series R Notes are redeemable, at any time in whole or from time to time in part, at the
Corporation’s option, at a redemption price equal to the greater of: (a) of 100% of the principal
amount of the Series R Notes to be redeemed; and (b) the sum of the present values of the remaining
scheduled payments of principal and interest on the Series R Notes to be redeemed (exclusive of
interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury
Rate plus 50 basis points. In each case the Corporation will pay any accrued and unpaid interest
on the principal amount being redeemed to the date of redemption.



     The Corporation will mail notice of redemption at least 15 but not more than 60 days before
the redemption date to each holder of record of the Series R Notes to be redeemed at its registered
address. The notice of redemption for the Series R Notes will state, among other things, the
amount of Series R Notes to be redeemed, the redemption date, the redemption price and the place or
places that payment will be made upon presentation and surrender of Series R Notes to be redeemed.
Unless the Corporation defaults in the payment of the redemption price, interest will cease to
accrue on any Series R Notes that have been called for redemption at the redemption date.



     If less than all of the Series R Notes are redeemed, the Trustee will be notified at least 30
days before giving notice of redemption, or such shorter period as is satisfactory to the Trustee,
of the aggregate principal amount of Series R Notes to be redeemed and the redemption date. The
Trustee will select by lot, or in such other manner it deems fair and appropriate, the Series R
Notes to be redeemed in part.



     If the Corporation gives notice as provided in the Indenture, and funds for the redemption of
any Series R Notes (or any portion thereof) called for redemption will have been made available on
the redemption date referred to in such notice, those Series R Notes (or any portion thereof) will
cease to bear interest on that redemption date and the only right of the holders of those Series R
Notes will be to receive payment of the redemption price.



A-6 









 





     If a Change of Control Repurchase Event occurs, unless the Corporation has exercised its right
to redeem the Series R Notes as described above, it will make an offer to each holder of Series R
Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of
such holder’s Series R Notes at a repurchase price in cash equal to 101% of the aggregate principal
amount of such Series R Notes repurchased plus any accrued and unpaid interest on such Series R
Notes repurchased to, but not including, the date of repurchase.



     Within 30 days following any Change of Control Repurchase Event or, at the Corporation’s
option, prior to any Change of Control, but after the public announcement of the Change of Control,
the Corporation will mail a notice to each holder of Series R Notes, with a copy to the Trustee,
describing the transaction or transactions that constitute or may constitute the Change of Control
Repurchase Event and (i) offering to repurchase the Series R Notes on the repurchase date specified
in the notice, which date will be a Business Day no earlier than 15 days and no later than 60 days
from the date such notice is mailed, (ii) indicating that all Series R Notes validly tendered will
be accepted for payment and any Series R Note not tendered will continue to accrue interest, (iii)
specifying the CUSIP numbers for the Series R Notes, (iv) stating that, unless the Corporation
defaults in its payment in connection with the Change of Control Repurchase Event, all Series R
Notes accepted for payment pursuant to the Corporation’s offer to repurchase such Series R Notes
will cease to accrue interest after such repurchase, (v) stating that holders electing to have any
Series R Notes repurchased by the Corporation will be required to surrender such Series R Notes to
the Paying Agent at the address specified in the notice prior to the close of business on the third
Business Day preceding the repurchase date, (vi) stating that holders will be entitled to withdraw
their election if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the repurchase date, a facsimile transmission or letter setting forth the
name of the holder of Series R Notes, the principal amount of Series R Notes delivered for
repurchase, and a statement that such holder is withdrawing his election to have the Series R Notes
repurchased and (vii) stating that holders whose Series R Notes are being repurchased only in part
will be issued new Series R Notes in principal amount to the unpurchased portion of the Series R
Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an
integral multiple of $1,000 in excess thereof.



     The notice shall, if mailed prior to the date of consummation of the Change of Control, state
that the Corporation’s offer to repurchase is conditioned on a Change of Control Repurchase Event
occurring on or prior to the repurchase date specified in the notice. The Corporation will cause
its offer to purchase to remain open for at least 20 Business Days or such longer period as is
required by applicable law. The Corporation will comply with the requirements of Rule 14e-1 under
the Exchange Act, and any other securities laws and regulations thereunder, to the extent those
laws and regulations are applicable in connection with the repurchase of the Series R Notes as a
result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Repurchase Event provisions of
the Series R Notes, the Corporation will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under Section 4.03 of the Sixth
Supplemental Indenture by virtue of such conflict.



     On the repurchase date following a Change of Control Repurchase Event, the Corporation will,
to the extent lawful: (a) accept for payment all the Series R Notes or portions



A-7 









 




of the Series R Notes properly tendered pursuant to the Corporation’s offer; (b) deposit with
the Paying Agent an amount equal to the aggregate repurchase price in respect of all the Series R
Notes or portions of the Series R Notes properly tendered; and (c) deliver or cause to be delivered
to the Trustee the Series R Notes properly accepted, together with an officers’ certificate stating
the aggregate principal amount of Series R Notes being purchased by the Corporation.




     The Paying Agent will promptly mail to each holder of Series R Notes properly tendered the
repurchase price for such Series R Notes, and the Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each holder a new Series R Note of the same series equal
in principal amount to any unpurchased portion of any Series R Notes surrendered, if any; provided
that each new Series R Note will be in a principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof. The Corporation will publicly announce the results of its offer to
repurchase the Series R Notes on or as soon as practicable after the repurchase date.



     The Corporation will not be required to make an offer to repurchase the Series R Notes upon a
Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements applicable to an offer made by the Corporation
and such third party purchases all Series R Notes properly tendered and not withdrawn under such
third party’s offer.



     As used herein:



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the Corporation’s
properties or assets and the properties or assets of its subsidiaries, taken as a whole, to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Corporation
or one of its subsidiaries; (2) the adoption of a plan relating to the liquidation or dissolution
of the Corporation; (3) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than
50% of the then outstanding number of shares of the Corporation’s Voting Stock; or (4) the first
day on which a majority of the members of the Corporation’s board of directors are not Continuing
Directors.



     “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Ratings Event.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (the “Remaining Life”) of
the Series R Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Series R Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the



A-8 









 




highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.




     “Continuing Directors” means, as of any date of determination, any member of the Corporation’s
board of directors who (1) was a member of such board of directors on the Original Issue Date; or
(2) was nominated for election or elected to such board of directors with the approval of a
majority of the Continuing Directors who were members of such board of directors at the time of
such nomination or election.



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



     “Independent Investment Banker” means one of the Reference Treasury Dealers that the
Corporation appoints to act as the Independent Investment Banker from time to time.



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor Rating Categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under
any successor Rating Categories of S&P); and the equivalent investment grade credit rating from any
additional Rating Agency or Rating Agencies selected by the Corporation.



     “Moody’s” means Moody’s Investors Service Inc.



     “Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases
to rate the Series R Notes or fails to make a rating of the Series R Notes publicly available for
reasons outside of the Corporation’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-l(e)(2)(vi)(F) under the Exchange Act, selected by
the Corporation (as certified by a resolution of the Corporation’s board of directors) as a
replacement agency for Moody’s or S&P, or both, as the case may be.



     “Rating Category” means (i) with respect to S&P, any of the following categories: BBB, BB, B,
CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the
following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii)
the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In determining
whether the rating of the Series R Notes has decreased by one or more gradations, gradations within
Rating Categories (+ and – for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for
another Rating Agency) shall be taken into account (such that, with respect to S&P, a decline in a
rating from BB+ to BB, as well as from BB – to B+, will constitute a decrease of one gradation).



     “Rating Date” means the date which is 90 days prior to the earlier of (i) a Change of Control
or (ii) public notice of the occurrence of a Change of Control or of the Corporation’s intention to
effect a Change of Control.



     “Ratings Event” means the occurrence of the events described in (a) or (b) below on, or within
90 days after the earlier of, (i) the occurrence of a Change of Control or (ii) public notice of
the occurrence of a Change of Control or the Corporation’s intention to effect a Change of Control
(which period shall be extended so long as the rating of the Series R Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies): (a) in the event
the Series R Notes are rated by both Rating Agencies on the Rating Date as



A-9 









 




Investment Grade, the rating of the Series R Notes shall be reduced so that the Series R Notes
are rated below Investment Grade by both Rating Agencies, or (b) in the event the Series R Notes
(1) are rated Investment Grade by one Rating Agency and below Investment Grade by the other Rating
Agency on the Rating Date, the rating of the Series R Notes by either Rating Agency shall be
decreased so that the Series R Notes are then rated below Investment Grade by both Rating Agencies
or (2) are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of
the Series R Notes by either Rating Agency shall be decreased by one or more gradations (including
gradations within Rating Categories, as well as between Rating Categories). Notwithstanding the
foregoing, a Ratings Event otherwise arising by virtue of a particular reduction in Rating shall
not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be
deemed a Ratings Event for purposes of the definition of Change of Control Repurchase Event set
forth above) if the Rating Agencies making the reduction in Rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request
that the reduction was the result, in whole or in part, of any event or circumstance comprised of
or arising as a result of, or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control shall have occurred at the time of the Ratings Event).




     “Reference Treasury Dealer” means each of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, J.P. Morgan Securities LLC. and a Primary Treasury Dealer selected by Wells
Fargo Securities, LLC, their respective successors, or any other firm that is a primary U.S.
Government securities dealer in New York City (each, a “Primary Treasury Dealer”) that the
Corporation specifies from time to time; provided, however, that if any of them ceases to be a
Primary Treasury Dealer, the Corporation will substitute another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.



     “Regular Record Date” means, with respect to any Interest Payment Date for the Series R Notes,
the June 1 and December 1 immediately preceding such Interest Payment Date.



     “Treasury Rate” means, with respect to any redemption date, the rate per year equal to: (i)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue; provided that, if no maturity is within three months before or
after the Remaining Life of the Series R Notes to be redeemed, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis,
rounding to the nearest month; or (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,



A-10 









 




the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. The Treasury Rate will be calculated on the third business day preceding the redemption
date.




     The Series R Notes are not subject to, the benefit of, and do not have, any sinking fund.



     In case an Event of Default, as defined in the Indenture, with respect to the Series R Notes
shall have occurred and be continuing, the principal of the Series R Notes may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.



     The Indenture contains provisions permitting the Corporation and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating and
of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities, provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Securities or any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder of each Security so
affected; or (ii) reduce the aforesaid percentage of Securities, the holders of which are required
to consent to any such supplemental indenture, without the consent of the holders of each Security
then outstanding and affected thereby. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such series, to waive any past default in
the performance of any of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on any of the Securities of such series. Any such
consent or waiver by the registered holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners
of this Security and of any Security issued in exchange hereof or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any notation of such consent
or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Series R Note or of the
Indenture shall alter or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Series R Note at the times and place
and at the rate and in the currency herein prescribed.



     As provided in the Indenture and subject to certain limitations therein and herein set forth,
the transfer of this Series R Note is registrable in the security register, upon surrender of this
Series R Note for registration of transfer at the office or agency of the Corporation for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Corporation and the security registrar and duly executed by, the holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Series R Notes, of this



A-11 









 




series, of authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service charge shall be
made for any such registration of transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection therewith.




     As provided in and subject to the provisions of the Indenture, the holder of this Series R
Note shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Series R Notes, the holders of not less than a majority in aggregate principal amount of the
Series R Notes at the time outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the holders of a majority in aggregate
principal amount of Series R Notes at the time outstanding a direction inconsistent with such
request and shall have failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by
the holder of this Series R Note for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     Prior to due presentment of this Series R Note for registration of transfer, the Corporation,
the Trustee, any Paying Agent and any security registrar may deem and treat the Person in whose
name this Series R Note is registered as the absolute owner hereof for all purposes, whether or not
this Series R Note be overdue and notwithstanding the notice of ownership or writing hereon made by
anyone other than the security registrar, and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.



     No recourse shall be had for the payment of the principal of or any premium or the interest on
this Series R Note, or for any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture, against any incorporator, shareholder, affiliate, officer or director,
as such, past, present or future, of the Corporation or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issuance hereof, expressly waived and released.



     The Series R Notes are issuable only in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to the limitations therein and herein set forth, Series R Notes are exchangeable for a like
aggregate principal amount of Series R Notes of a different authorized denomination, as requested
by the holder surrendering the same upon surrender of the Series R Note or Notes to be exchanged at
the office or agency of the Corporation.



     This Series R Note shall be governed by, and construed in accordance with, the internal laws
of the State of Louisiana.



A-12 









 





EXHIBIT B




CERTIFICATE OF AUTHENTICATION



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



	 	 	 	 	 
	 	REGIONS BANK, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


Dated: June __, 2011









B-1 









 








EXHIBIT C




(Form of Face of Series S Note)




     If the Series S Note is to be a Global Series S Note, insert: THIS SERIES S NOTE IS A GLOBAL
SERIES S NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE THEREOF. THIS
SERIES S NOTE IS EXCHANGEABLE FOR SERIES S NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SERIES S NOTE (OTHER THAN A TRANSFER OF THIS SERIES S NOTE AS A WHOLE BY THE
CLEARING AGENCY TO A NOMINEE OF THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE
CLEARING AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY OR TO A SUCCESSOR CLEARING AGENCY OR TO A
NOMINEE OF SUCH SUCCESSOR) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS SERIES S NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND ANY SERIES S NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



CUSIP No.: 156700AR7

ISIN: US156700AR77

COMMON CODE:

$________

No. ___




CENTURYLINK, INC.

6.45% SENIOR NOTE, SERIES S, DUE 2021




     CenturyLink, Inc., a Louisiana corporation (the “Corporation,” which term includes any
successor corporation under the Indenture referred to on the reverse hereof), for value received,
hereby promises to pay to___________________, or registered assigns, the principal sum of
______________ DOLLARS ($____________), on June 15, 2021 (such date is hereinafter referred to as
the “Stated Maturity Date”), and to pay interest on said principal sum, from June 16, 2011 or from
the next most recent date to which interest has been paid or duly provided for, semi-annually in
arrears, on June 15 and December 15 of each year (each such date, an “Interest Payment Date”),
commencing on December 15, 2011, at the rate of 6.45% per annum until the principal hereof shall
have been paid or duly made available for payment and, to the extent



C-1 









 




permitted by law, to pay interest compounded semi-annually, on any overdue principal and
premium, if any, and on any overdue installment of interest at the same rate per annum.




     The amount of interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year consisting of twelve 30-day months. In the event that any Interest Payment Date,
any redemption date or the Stated Maturity Date falls on a day that is not a Business Day, the
required payment of principal, premium, if any, and interest will be made on the next succeeding
Business Day as if made on the date that payment was due and no interest will accrue on the amount
so payable for the period from and after such Interest Payment Date, such redemption date or Stated
Maturity Date, as the case may be, to the date of that payment on that next succeeding Business
Day.



     The interest installment so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Series S
Note (or one or more predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest installment, which shall be the close of business on the first day of
the month in which such Interest Payment Date falls. Any such interest installment not punctually
paid or duly provided for, on any Interest Payment Date, shall forthwith cease to be payable to the
holders at the close of business on such Regular Record Date and may be paid by the Corporation to
the Person in whose name this Series S Note is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted interest, which shall not
be more than 15 or less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of such proposed payment, and notice of which
shall be given to the holders of the Series S Notes not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Series S Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture.



     Principal of (and premium, if any) and the interest on this Series S Note shall be payable at
the office or agency of the Corporation maintained for that purpose in the City of Monroe, State of
Louisiana, or the Borough of Manhattan, The City and State of New York, in any coin or currency of
the United States of America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the option of the
Corporation by check mailed to the address of the Person entitled thereto as such address shall
appear in the security register; and provided further, that, in the case of payments of principal
and premium, if any, this Series S Note is first surrendered to the Paying Agent.



     Notwithstanding the foregoing, as long as this Series S Note is represented by a Global Series
S Note, payments of principal of, premium, if any, and interest on this Series S Note will be made
by wire transfer of immediately available funds to DTC or its nominee as the initial holder of this
Series S Note.



     The indebtedness evidenced by this Series S Note is, to the extent provided in the Indenture,
senior and unsecured and will rank in right of payment on parity with all other unsecured and
unsubordinated obligations of the Corporation.



C-2 









 





     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SERIES S NOTE SET FORTH ON THE
FOLLOWING PAGES HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF
SET FORTH AT THIS PLACE.



     Unless the certificate of authentication hereon has been executed by the Trustee by manual
signature, this Series S Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.



C-3 









 





     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	 	CENTURYLINK, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	R. Stewart Ewing, Jr. 	 
	 	 	Title:  	Executive Vice President and


Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Stacey W. Goff 	 
	 	 	Title:  	Executive Vice President,


General Counsel and Secretary 	 
	 



	 	 	 	 	 

	Attest:

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Name:

	 	Stacey W. Goff	 	 
	Title:

	 	Executive Vice President,	 	 
	 

	 	General Counsel and Secretary	 	 





Dated: June __, 2011








C-4 









 








CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	 	REGIONS BANK, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


Dated: June __, 2011








C-5 









 









     This Series S Note is one of a duly authorized issue of Securities of the Corporation (the
“Securities”) issued and issuable in one or more series under an Indenture, dated as of March 31,
1994, as supplemented by the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”)
dated as of June 16, 2011 (collectively, the “Indenture”), between the Corporation and Regions Bank
(successor-in-interest to First American Bank & Trust of Louisiana and Regions Bank of Louisiana),
as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the
Trustee and the holders of the Securities issued thereunder and of the terms upon which said
Securities are, and are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof as 6.45% Senior Notes, Series S, due 2021 (the “Series S Notes”).
Such series is being initially issued in the aggregate principal amount of $1,250,000,000.
Capitalized terms used herein for which no definition is provided herein shall have the meanings
set forth in the Indenture.



     The Series S Notes are redeemable, at any time in whole or from time to time in part, at the
Corporation’s option, at a redemption price equal to the greater of: (a) of 100% of the principal
amount of the Series S Notes to be redeemed; and (b) the sum of the present values of the remaining
scheduled payments of principal and interest on the Series S Notes to be redeemed (exclusive of
interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury
Rate plus 50 basis points. In each case the Corporation will pay any accrued and unpaid interest
on the principal amount being redeemed to the date of redemption.



     The Corporation will mail notice of redemption at least 15 but not more than 60 days before
the redemption date to each holder of record of the Series S Notes to be redeemed at its registered
address. The notice of redemption for the Series S Notes will state, among other things, the amount
of Series S Notes to be redeemed, the redemption date, the redemption price and the place or places
that payment will be made upon presentation and surrender of Series S Notes to be redeemed. Unless
the Corporation defaults in the payment of the redemption price, interest will cease to accrue on
any Series S Notes that have been called for redemption at the redemption date.



     If less than all of the Series S Notes are redeemed, the Trustee will be notified at least 30
days before giving notice of redemption, or such shorter period as is satisfactory to the Trustee,
of the aggregate principal amount of Series S Notes to be redeemed and the redemption date. The
Trustee will select by lot, or in such other manner it deems fair and appropriate, the Series S
Notes to be redeemed in part.



     If the Corporation gives notice as provided in the Indenture, and funds for the redemption of
any Series S Notes (or any portion thereof) called for redemption will have been made available on
the redemption date referred to in such notice, those Series S Notes (or any portion thereof) will
cease to bear interest on that redemption date and the only right of the holders of those Series S
Notes will be to receive payment of the redemption price.



C-6 









 





     If a Change of Control Repurchase Event occurs, unless the Corporation has exercised its right
to redeem the Series S Notes as described above, it will make an offer to each holder of Series S
Notes to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of
such holder’s Series S Notes at a repurchase price in cash equal to 101% of the aggregate principal
amount of such Series S Notes repurchased plus any accrued and unpaid interest on such Series S
Notes repurchased to, but not including, the date of repurchase.



     Within 30 days following any Change of Control Repurchase Event or, at the Corporation’s
option, prior to any Change of Control, but after the public announcement of the Change of Control,
the Corporation will mail a notice to each holder of Series S Notes, with a copy to the Trustee,
describing the transaction or transactions that constitute or may constitute the Change of Control
Repurchase Event and (i) offering to repurchase the Series S Notes on the repurchase date specified
in the notice, which date will be a Business Day no earlier than 15 days and no later than 60 days
from the date such notice is mailed, (ii) indicating that all Series S Notes validly tendered will
be accepted for payment and any Series S Note not tendered will continue to accrue interest, (iii)
specifying the CUSIP numbers for the Series S Notes, (iv) stating that, unless the Corporation
defaults in its payment in connection with the Change of Control Repurchase Event, all Series S
Notes accepted for payment pursuant to the Corporation’s offer to repurchase such Series S Notes
will cease to accrue interest after such repurchase, (v) stating that holders electing to have any
Series S Notes repurchased by the Corporation will be required to surrender such Series S Notes to
the Paying Agent at the address specified in the notice prior to the close of business on the third
Business Day preceding the repurchase date, (vi) stating that holders will be entitled to withdraw
their election if the Paying Agent receives, not later than the close of business on the second
Business Day preceding the repurchase date, a facsimile transmission or letter setting forth the
name of the holder of Series S Notes, the principal amount of Series S Notes delivered for
repurchase, and a statement that such holder is withdrawing his election to have the Series S Notes
repurchased and (vii) stating that holders whose Series S Notes are being repurchased only in part
will be issued new Series S Notes in principal amount to the unpurchased portion of the Series S
Notes surrendered, which unpurchased portion will be equal to $2,000 in principal amount or an
integral multiple of $1,000 in excess thereof.



     The notice shall, if mailed prior to the date of consummation of the Change of Control, state
that the Corporation’s offer to repurchase is conditioned on a Change of Control Repurchase Event
occurring on or prior to the repurchase date specified in the notice. The Corporation will cause
its offer to purchase to remain open for at least 20 Business Days or such longer period as is
required by applicable law. The Corporation will comply with the requirements of Rule 14e-1 under
the Exchange Act, and any other securities laws and regulations thereunder, to the extent those
laws and regulations are applicable in connection with the repurchase of the Series S Notes as a
result of a Change of Control Repurchase Event. To the extent that the provisions of any
securities laws or regulations conflict with the Change of Control Repurchase Event provisions of
the Series S Notes, the Corporation will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under Section 4.03 of the Supplemental
Indenture by virtue of such conflict.



     On the repurchase date following a Change of Control Repurchase Event, the Corporation will,
to the extent lawful: (a) accept for payment all the Series S Notes or portions of



C-7 









 




the Series S Notes properly tendered pursuant to the Corporation’s offer; (b) deposit with the
Paying Agent an amount equal to the aggregate repurchase price in respect of all the Series S Notes
or portions of the Series S Notes properly tendered; and (c) deliver or cause to be delivered to
the Trustee the Series S Notes properly accepted, together with an officers’ certificate stating
the aggregate principal amount of Series S Notes being purchased by the Corporation.




     The Paying Agent will promptly mail to each holder of Series S Notes properly tendered the
repurchase price for such Series S Notes, and the Trustee will promptly authenticate and mail (or
cause to be transferred by book-entry) to each holder a new Series S Note of the same series equal
in principal amount to any unpurchased portion of any Series S Notes surrendered, if any; provided
that each new Series S Note will be in a principal amount of $2,000 or an integral multiple of
$1,000 in excess thereof. The Corporation will publicly announce the results of its offer to
repurchase the Series S Notes on or as soon as practicable after the repurchase date.



     The Corporation will not be required to make an offer to repurchase the Series S Notes upon a
Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements applicable to an offer made by the Corporation
and such third party purchases all Series S Notes properly tendered and not withdrawn under such
third party’s offer.



     As used herein:



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the Corporation’s
properties or assets and the properties or assets of its subsidiaries, taken as a whole, to any
“person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than the Corporation
or one of its subsidiaries; (2) the adoption of a plan relating to the liquidation or dissolution
of the Corporation; (3) the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any “person” (as that term is used in Section
13(d)(3) of the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than
50% of the then outstanding number of shares of the Corporation’s Voting Stock; or (4) the first
day on which a majority of the members of the Corporation’s board of directors are not Continuing
Directors.



     “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Ratings Event.



     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (the “Remaining Life”) of
the Series S Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Series S Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the



C-8 









 




highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.




     “Continuing Directors” means, as of any date of determination, any member of the Corporation’s
board of directors who (1) was a member of such board of directors on the Original Issue Date; or
(2) was nominated for election or elected to such board of directors with the approval of a
majority of the Continuing Directors who were members of such board of directors at the time of
such nomination or election.



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



     “Independent Investment Banker” means one of the Reference Treasury Dealers that the
Corporation appoints to act as the Independent Investment Banker from time to time.



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor Rating Categories of Moody’s); a rating of BBB- or better by S&P (or its equivalent under
any successor Rating Categories of S&P); and the equivalent investment grade credit rating from any
additional Rating Agency or Rating Agencies selected by the Corporation.



     “Moody’s” means Moody’s Investors Service Inc.



     “Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases
to rate the Series S Notes or fails to make a rating of the Series S Notes publicly available for
reasons outside of the Corporation’s control, a “nationally recognized statistical rating
organization” within the meaning of Rule 15c3-l(e)(2)(vi)(F) under the Exchange Act, selected by
the Corporation (as certified by a resolution of the Corporation’s board of directors) as a
replacement agency for Moody’s or S&P, or both, as the case may be.



     “Rating Category” means (i) with respect to S&P, any of the following categories: BBB, BB, B,
CCC, CC, C and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the
following categories: Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii)
the equivalent of any such category of S&P or Moody’s used by another Rating Agency. In determining
whether the rating of the Series S Notes has decreased by one or more gradations, gradations within
Rating Categories (+ and – for S&P; 1, 2 and 3 for Moody’s; or the equivalent gradations for
another Rating Agency) shall be taken into account (such that, with respect to S&P, a decline in a
rating from BB+ to BB, as well as from BB – to B+, will constitute a decrease of one gradation).



     “Rating Date” means the date which is 90 days prior to the earlier of (i) a Change of Control
or (ii) public notice of the occurrence of a Change of Control or of the Corporation’s intention to
effect a Change of Control.



     “Ratings Event” means the occurrence of the events described in (a) or (b) below on, or within
90 days after the earlier of, (i) the occurrence of a Change of Control or (ii) public notice of
the occurrence of a Change of Control or the Corporation’s intention to effect a Change of Control
(which period shall be extended so long as the rating of the Series S Notes is under publicly
announced consideration for a possible downgrade by any of the Rating Agencies): (a) in the event
the Series S Notes are rated by both Rating Agencies on the Rating Date as



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Investment Grade, the rating of the Series S Notes shall be reduced so that the Series S Notes
are rated below Investment Grade by both Rating Agencies, or (b) in the event the Series S Notes
(1) are rated Investment Grade by one Rating Agency and below Investment Grade by the other Rating
Agency on the Rating Date, the rating of the Series S Notes by either Rating Agency shall be
decreased so that the Series S Notes are then rated below Investment Grade by both Rating Agencies
or (2) are rated below Investment Grade by both Rating Agencies on the Rating Date, the rating of
the Series S Notes by either Rating Agency shall be decreased by one or more gradations (including
gradations within Rating Categories, as well as between Rating Categories). Notwithstanding the
foregoing, a Ratings Event otherwise arising by virtue of a particular reduction in Rating shall
not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be
deemed a Ratings Event for purposes of the definition of Change of Control Repurchase Event set
forth above) if the Rating Agencies making the reduction in Rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at its request
that the reduction was the result, in whole or in part, of any event or circumstance comprised of
or arising as a result of, or in respect of, the applicable Change of Control (whether or not the
applicable Change of Control shall have occurred at the time of the Ratings Event).




     “Reference Treasury Dealer” means each of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, J.P. Morgan Securities LLC and a Primary Treasury Dealer selected by Wells
Fargo Securities, LLC, their respective successors, or any other firm that is a primary U.S.
Government securities dealer in New York City (each, a “Primary Treasury Dealer”) that the
Corporation specifies from time to time; provided, however, that if any of them ceases to be a
Primary Treasury Dealer, the Corporation will substitute another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.



     “Regular Record Date” means, with respect to any Interest Payment Date for the Series S Notes,
the June 1 and December 1 immediately preceding such Interest Payment Date.



     “Treasury Rate” means, with respect to any redemption date, the rate per year equal to: (i)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Comparable Treasury Issue; provided that, if no maturity is within three months before or
after the Remaining Life of the Series S Notes to be redeemed, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be determined and the
Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis,
rounding to the nearest month; or (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,



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the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date. The Treasury Rate will be calculated on the third business day preceding the redemption date.




     The Series S Notes are not subject to, the benefit of, and do not have, any sinking fund.



     In case an Event of Default, as defined in the Indenture, with respect to the Series S Notes
shall have occurred and be continuing, the principal of the Series S Notes may be declared, and
upon such declaration shall become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.



     The Indenture contains provisions permitting the Corporation and the Trustee, with the consent
of the holders of not less than a majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating and
of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Securities, provided, however, that no such supplemental indenture
shall (i) extend the fixed maturity of any Securities or any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the holder of each Security so
affected; or (ii) reduce the aforesaid percentage of Securities, the holders of which are required
to consent to any such supplemental indenture, without the consent of the holders of each Security
then outstanding and affected thereby. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such series, to waive any past default in
the performance of any of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a default in the payment of the
principal of, or premium, if any, or interest on any of the Securities of such series. Any such
consent or waiver by the registered holder of this Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners
of this Security and of any Security issued in exchange hereof or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any notation of such consent
or waiver is made upon this Security.



     No reference herein to the Indenture and no provision of this Series S Note or of the
Indenture shall alter or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and interest on this Series S Note at the times and place
and at the rate and in the currency herein prescribed.



     As provided in the Indenture and subject to certain limitations therein and herein set forth,
the transfer of this Series S Note is registrable in the security register, upon surrender of this
Series S Note for registration of transfer at the office or agency of the Corporation for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Corporation and the security registrar and duly executed by, the holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Series S Notes, of this



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series, of authorized denominations and of like tenor and for the same aggregate principal
amount, will be issued to the designated transferee or transferees. No service charge shall be
made for any such registration of transfer or exchange, but the Corporation may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection therewith.




     As provided in and subject to the provisions of the Indenture, the holder of this Series S
Note shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Series S Notes, the holders of not less than a majority in aggregate principal amount of the
Series S Notes at the time outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable
indemnity, and the Trustee shall not have received from the holders of a majority in aggregate
principal amount of Series S Notes at the time outstanding a direction inconsistent with such
request and shall have failed to institute any such proceeding for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by
the holder of this Series S Note for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed herein.



     Prior to due presentment of this Series S Note for registration of transfer, the Corporation,
the Trustee, any Paying Agent and any security registrar may deem and treat the Person in whose
name this Series S Note is registered as the absolute owner hereof for all purposes, whether or not
this Series S Note be overdue and notwithstanding the notice of ownership or writing hereon made by
anyone other than the security registrar, and neither the Corporation, the Trustee nor any such
agent shall be affected by notice to the contrary.



     No recourse shall be had for the payment of the principal of or any premium or the interest on
this Series S Note, or for any claim based hereon, or otherwise in respect hereof, or based on or
in respect of the Indenture, against any incorporator, shareholder, affiliate, officer or director,
as such, past, present or future, of the Corporation or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issuance hereof, expressly waived and released.



     The Series S Notes are issuable only in registered form without coupons in denominations of
$2,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and
subject to the limitations therein and herein set forth, Series S Notes are exchangeable for a like
aggregate principal amount of Series S Notes of a different authorized denomination, as requested
by the holder surrendering the same upon surrender of the Series S Note or Notes to be exchanged at
the office or agency of the Corporation.



     This Series S Note shall be governed by, and construed in accordance with, the internal laws
of the State of Louisiana.








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EXHIBIT D




CERTIFICATE OF AUTHENTICATION



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



	 	 	 	 	 
	 	REGIONS BANK, as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 


Dated: June __, 2011





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