28, 2017) for each of our named executive officers (which is in
addition to the amounts set forth on the Golden Parachute table
set forth in the Joint Proxy Statement) is set forth on the
table below:

The Board and Compensation Committee of the Board also decided
not to increase the base salaries or value of the long term
incentive opportunities for the CEO or any member of the CEOs
executive team.

Forward Looking Statements

Except for the historical and factual information contained
herein, the matters set forth in this communication, including
statements regarding the expected timing and benefits of the
proposed transaction, such as efficiencies, cost savings,
enhanced revenues, growth potential, market profile and
financial strength, and the competitive ability and position of
the combined company, and other statements identified by words
such as will, estimates, anticipates, believes, expects,
projects, plans, intends, may, should, could, seeks and similar
expressions, are forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
are subject to a number of risks, uncertainties and
assumptions, many of which are beyond our control. These
forward-looking statements, and the assumptions upon which they
are based, (i)are not guarantees of future results, (ii)are
inherently speculative and (iii)are subject to a number of
risks and uncertainties. Actual events and results may differ
materially from those anticipated, estimated, projected or
implied in those statements if one or more of these risks or
uncertainties materialize, or if underlying assumptions prove
incorrect. Factors that could affect actual results include but
are not limited to: the ability of the parties to timely and
successfully receive the required approvals for the combination
from regulatory agencies free of conditions materially adverse
to the parties and from their respective shareholders; the
possibility that the anticipated benefits from the proposed
transaction cannot be fully realized or may take longer to
realize than expected; the possibility that costs, difficulties
or disruptions related to the integration of Level3s operations
with those of CenturyLink will be greater than expected; the
ability of the combined company to retain and hire key
personnel; the effects of competition from a wide variety of
competitive providers, including lower demand for CenturyLinks
legacy offerings; the effects of new, emerging or competing
technologies, including those that could make the combined
companys products less desirable or obsolete; the effects of
ongoing changes in the regulation of the communications
industry, including the outcome of regulatory or judicial
proceedings relating to intercarrier compensation,
interconnection obligations, access charges, universal service,
broadband deployment, data protection and net neutrality;
adverse changes in CenturyLinks or the combined companys access
to credit markets on favorable terms, whether caused by changes
in its financial position, lower debt credit ratings, unstable
markets or otherwise; the combined companys ability to
effectively adjust to changes in the communications industry,
and changes in the composition of its markets and product mix;
possible changes in the demand for, or pricing of, the combined
companys products and services, including the combined companys
ability to effectively respond to increased demand for
high-speed broadband service; changes in the operating plans,
capital allocation plans or corporate strategies of the
combined company, whether based on changes in market
conditions, changes in the cash flows or financial position of
the combined company, or otherwise; the combined companys
ability to successfully maintain the quality and profitability
of its existing product and service offerings and to introduce
new offerings on a timely and cost-effective basis; the adverse
impact on the combined companys business and network from
possible equipment failures, service outages, security breaches
or similar events impacting its network; the combined companys
ability to maintain favorable relations with key business
partners, suppliers, vendors, landlords and financial
institutions; the ability of the combined company to utilize
net operating losses in amounts projected; changes in the

future cash requirements of the combined company; and other
risk factors and cautionary statements as detailed from time to
time in each of CenturyLinks and Level 3s reports filed with
the U.S. Securities and Exchange Commission (the SEC). Due to
these risks and uncertainties, there can be no assurance that
the proposed combination or any other transaction described
above will in fact be completed in the manner described or at
all. You should be aware that new factors may emerge from time
to time and it is not possible for us to identify all such
factors nor can we predict the impact of each such factor on
the proposed combination or the combined company. You should
not place undue reliance on these forward-looking statements,
which speak only as of the date of this communication. Unless
legally required, CenturyLink and Level3 undertake no
obligation and each expressly disclaim any such obligation, to
update publicly any forward-looking statements, whether as a
result of new information, future events, changed events or
otherwise.

Additional Information

In connection with the proposed combination, CenturyLink filed
a registration statement on FormS-4 with the SEC (Registration
Statement No.333-215121) which was declared effective by the
SEC on February13, 2017. CenturyLink and Level 3 have filed a
joint proxy statement/prospectus and will file other relevant
documents concerning the proposed transaction with the SEC.
CenturyLink and Level 3 began mailing the definitive joint
proxy statement/prospectus to their respective security holders
on or about February13, 2017. The definitive joint proxy
statement/prospectus, dated as of February13, 2017, contains
important information about CenturyLink, Level 3, the proposed
combination and related matters. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION OR
INCORPORATED BY REFERENCE IN THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain the
definitive joint proxy statement/prospectus and the filings
that are incorporated by reference in the definitive joint
proxy statement/prospectus, as well as other filings containing
information about CenturyLink and Level 3, free of charge, at
the website maintained by the SEC at www.sec.gov. Investors and
security holders may also obtain these documents free of charge
by directing a request to CenturyLink, 100 CenturyLink Drive,
Monroe, Louisiana 71203, Attention: Corporate Secretary, or to
Level 3, 1025 Eldorado Boulevard, Broomfield, Colorado 80021,
Attention: Investor Relations.

Participants in the Solicitation

CenturyLink, Level 3, their respective directors and executive
officers and other persons may be deemed to be participants in
the solicitation of proxies from CenturyLink and Level 3
security holders in respect of the proposed transaction.
Information regarding the interests of persons who may, under
the rulesof the SEC, be deemed participants in the solicitation
of CenturyLink and Level 3 stockholders in connection with the
proposed transaction is set forth in the definitive joint proxy
statement/prospectus, which was filed with the SEC on
February13, 2017. More detailed information regarding
CenturyLinks directors and executive officers is available in
its proxy statement filed with the SEC by CenturyLink on
April5, 2016, and information regarding Level 3s directors and
executive officers is available in its proxy statement filed
with the SEC by Level 3 on April7, 2016. These documents can be
obtained free of charge from the sources indicated above. This
communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section10
of the Securities Act of 1933, as amended.