Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 22, 2013, the Level 3 Communications, Inc. ("Level 3") board of directors (the "Board") elected Peter van Oppen as a member of the Board, effective March 1, 2013. Mr. van Oppen will serve until the Level 3 2013 Annual Meeting of Stockholders. To accommodate Mr. van Oppen's election, the Board increased the size of the Board to 14 members. Mr. van Oppen is not currently a member of any Board committee.
Mr. van Oppen has been a partner at Trilogy Partnership, a private investment firm focused on technology and telecommunications, since 2006. Prior to joining Trilogy, Mr. van Oppen served as Chief Executive Officer and Chairman of the Board for Advanced Digital Information Corporation ("ADIC"), a data storage company, for twelve years, from 1994 through its acquisition by Quantum Corp. in 2006. Prior to ADIC, Mr. van Oppen served as President and Chief Executive Officer of Interpoint, a predecessor company to ADIC, from 1989 until its acquisition by Crane Co. in October 1996, and had also been a consultant at PricewaterhouseCoopers and Bain & Company. Mr. van Oppen currently serves as the Chairman of the Board of Trustees and is the former Chair of the Investment Committee at Whitman College and serves on the boards of directors of several private companies. Mr. van Oppen was formerly a director of Isilon Systems, Inc. The Board has determined that Mr. van Oppen is independent within the meaning of the listing standards of The New York Stock Exchange.
Mr. van Oppen will earn fees for Board service consisting of a $75,000 annual cash retainer as well as an additional annual cash retainer as a member of any of the Board's committees that he may be appointed to in the future. Level 3 will also compensate Mr. van Oppen with a grant of restricted stock units as of July 1 of each year, with the number of units determined by dividing $150,000 by the volume-weighted average price of Level 3's common stock over the period from January 1 to June 30, subject to a cap of 6,666 units. These restricted stock units vest and settle in shares of Level 3's common stock, par value $.01 per share, on the first anniversary of the date of grant.
Mr. van Oppen is also being awarded an initial grant of restricted stock units with a value of $150,000 on the date of grant, which will be March 1, 2013. The restrictions on transfer for this initial grant lapse 100% on the third anniversary of the date of grant.

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