DESARROLLO

When your employment with the Company ends due to your retirement, disability or other termination of employment, you may request a distribution of your entire vested Plan account. Distr ibution Rules for Plan Account Balances of Less than $1,000

If your vested Account balance is less than $1,000 at or after the time you terminate

employment, you are required to take distribution of your Account. If you do not contact the Wells Fargo Retirement Service Center to take a distribution, your Account balance will be distributed in a single sum payment directly to you approximately 90 days after your

employment termination or at any time after your employment termination when your Account balance falls below $1,000. Mandatory federal withholding of 20% will apply to this

distribution.

Distr ibution Rules for Plan Account Balances of $1,000 or Mor e

If you terminate employment with the Company and your Account balance is greater than $1,000, you may choose to either take distribution of your Account immediately or defer distribution until a later date. Distributions will be made as soon as administratively possible after they are requested. You may request a distribution by contacting the Wells Fargo Retirement Service Center at the phone number or website listed on page 3 of this SPD. Mandator y Distr ibutions Upon Attainment of Age 70½

Distribution of your Account must begin no later than the April 1 following the calendar year in which you attain age 70½ or the date you retire, if later.

If you are a 5% or more owner of CenturyLink, you must begin receiving distributions by the April 1 following the calendar year in which you attain age 70½ regardless of your employment status.

Manner of Payment

You may elect to receive your distribution in a single lump sum payment or in quarterly or annual installments payable over a period not to exceed your life expectancy or the life expectancy of you and your spouse or other beneficiary or in accordance with policies established by the Committee.

Applying for Distr ibutions

You must apply for a distribution of your vested Plan Account. To make an distribution application, contact the Wells Fargo Retirement Service Center (see page 3 for contact

information) and complete the appropriate paperwork. Requests for distributions are processed as soon as administratively practicable after the date you request a distribution and provide all requested information.

For m of Payment for Distr ibutions

Any distribution payments made to you from the Plan generally will be paid to you in cash by means of a check or wire/electronic transfer. However, you can elect to receive an in-kind payment of the whole shares of Company stock held in your Account (any partial shares are liquidated and paid in cash).

Payment of your Plan Account that is invested in PCRA investments will be in cash in the form of a check or wire/electronic transfer, unless you elect to receive an in-kind distribution rolled over to an IRA account at Schwab. This in-kind option does not apply to after-tax money or to Hardship Withdrawals.

Units representing your investments in investment funds other than the CenturyLink Stock Fund and PCRA will be paid in cash, in the form of a check or wire/electronic transfer, based of the value of the units as of the date of distribution.

Dir ect Rollover s

A direct rollover is a payment of your Plan Account to your IRA or to another employer tax qualified retirement plan. If you elect a direct rollover, no income tax will be withheld and the amount rolled over will not be taxed until you later elect to receive payment from your IRA or other employer tax-qualified retirement plan.

Required minimum distributions from the Plan at or after age 70½ cannot be rolled over to an IRA or other employer tax-qualified plan.

Other Tax Consider ations

If you choose to have your vested Account paid directly to you in the form of a lump sum or installments:

• If the amount being distributed is taxable, you will receive only 80% of the taxable payment because the Committee or its delegate is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. Applicable state taxes may also be withheld. This is not applicable to required distributions, or a series of payments extending for 10 years or more or being made over your life expectancy.

• The taxable portion of your payment will be taxed in the current year unless you roll it over to your IRA or another employer plan within 60 days of receiving the payment. You may be able to use special tax rules that could reduce the tax you owe. However, if you receive a payment before age 59½, you may also have to pay an additional 10% excise tax for early withdrawal and any applicable state excise tax.

• If you want to roll over 100% of the taxable portion of your payment to an IRA or an employer plan, you must make up the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and not rolled

• The above withholding rules do not apply to hardship withdrawals because hardship withdrawals are not eligible to be rolled over. Hardship withdrawals of taxable amounts are subject to income tax, and excise taxes for early withdrawal may apply.

You may contact the Wells Fargo Retirement Service Center at the phone number or website listed on page 3 of this SPD for more information about the direct rollover rules. For more information about taxes, please see Section 14: Federal Income Tax Effect Of Participant Contributions, Company Contributions and Withdrawals under Present Law. In addition, please consult with a qualified tax advisor when deciding how and when to receive your Plan

distribution.

Taxation of Roth Contr ibution Account Withdr awals. Withdrawals of contributions and earnings in your Roth Contribution Account are not taxed provided they are a qualified

distribution. A qualified distribution is generally a distribution where the account has been held for at least 5 years and is made because of disability, death or after you have reached age 59½, even if you are still employed by the Company. You should consult with a qualified tax advisor for more information.