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Explanation of Responses:
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(
1)
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Exchanged for 51,460 shares of CenturyTel common stock plus cash in lieu of 1.1374 shares in several accounts.
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(
2)
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Exchanged for 859.6052 share equivalents of CenturyTel common stock held in the TRASOP portion of Mr. McEvoy's retirement plan.
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(
3)
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This restricted stock unit award, which provided for vesting in 3 equal annual installments beginning February 27, 2010, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 41,744 units with the same vesting schedule.
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(
4)
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A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 200%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in two equal annual installments beginning February 22, 2009, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 19,028 units with the same remaining vesting schedule, but with no further performance adjustment.
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(
5)
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A performance adjustment to these RSUs was approved at the time of merger closing, based on certain Embarq performance metrics through July 1, 2009. The actual achievement of performance goals for this grant was 138%, which was prorated as provided for in the merger agreement. The unvested portion of this restricted stock unit award, which provided for vesting in full on March 2, 2011, was assumed by CenturyTel, Inc. in the merger and converted into a CenturyTel restricted stock unit award for 29,941 units with the same remaining vesting schedule, but with no further performance adjustment.
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(
6)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 17,692 shares of CenturyTel common stock for $29.76 per share.
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(
7)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 4,422 shares of CenturyTel common stock for $66.71 per share.
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(
8)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 8,846 shares of CenturyTel common stock for $29.76 per share.
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(
9)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 3,316 shares of CenturyTel common stock for $66.71 per share.
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(
10)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,242 shares of CenturyTel common stock for $29.76 per share.
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11)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 585 shares of CenturyTel common stock for $66.71 per share.
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(
12)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 12,162 shares of CenturyTel common stock for $29.76 per share.
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(
13)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,579 shares of CenturyTel common stock for $66.71 per share.
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(
14)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 43,771 shares of CenturyTel common stock for $29.76 per share.
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15)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 14,590 shares of CenturyTel common stock for $66.71 per share.
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16)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 2,792 shares of CenturyTel common stock for $33.65 per share.
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(
17)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 5,067 shares of CenturyTel common stock for $11.74 per share.
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18)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 10,135 shares of CenturyTel common stock for $15.99 per share.
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(
19)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 6,081 shares of CenturyTel common stock for $24.72 per share.
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(
20)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 6,080 shares of CenturyTel common stock for $24.34 per share.
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(
21)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 46,125 shares of CenturyTel common stock for $36.30 per share.
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(
22)
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This option, which is fully vested, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 62,781 shares of CenturyTel common stock for $32.90 per share.
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(
23)
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This option, which provided for vesting in 3 equal annual installments beginning on February 22, 2017, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 33,791 shares of CenturyTel common stock for $41.19 per share with the same remaining vesting schedule.
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(
24)
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This option, which provided for vesting in 3 equal annual installments beginning on March 2, 2009, was assumed by CenturyTel, Inc. in the merger and converted into an option to purchase 53,212 shares of CenturyTel common stock for $30.62 per share with the same remaining vesting schedule.
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