ADOPTION AGREEMENT 1.01PREAMBLE

(a)

adopts a new plan as of

amends and restates its existing plan as of December 6, 2017 which is the amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.

Original Effective Date: July 17, 1996 [month, day, year]

Pre-409A Grandfathering:X Yes     No

(b)

1.02

PLAN

1.03

PLAN SPONSOR

1.04

EMPLOYER

The following entities have been authorized by the Plan Sponsor to participate in and have adopted the Plan (insert “Not Applicable” if none have been authorized):

Entity

Publicly Traded on Est. Securities Market

Yes

No

CSG Systems, Inc. (“Systems”)X

CSG Systems International, Inc. (“International)

X

Prairie Interactive Messaging, Inc.

X

Any current or future Subsidiary (defined to mean a corporation or other entity, domestic or foreign, of which not less than fifty (50%) of the voting shares or other voting interests are beneficially owned, either directly or indirectly through another corporation or entity, by CSG Systems International, Inc.

1.05

ADMINISTRATOR

1.06

KEY EMPLOYEE DETERMINATION DATES

(a)     X

Employees [complete (i), (ii) or (iii)]

(i)

Eligible Employees are selected by the Employer.

(ii)

X     Eligible Employees are those employees of the Employer who satisfy the following criteria:

are classified as a Vice President or equivalent title, Senior Vice President or equivalent title or more senior executive on the Employer’s human resource information management system other than an employee who is a nonresident alien with no United States sourced income.

(iii)

Employees are not eligible to participate.

(b)     X

Directors [complete (i), (ii) or (iii)]

(i)

All Directors are eligible to participate.

(ii)

Only Directors selected by the Employer are eligible to participate.

(iii)

   X  Directors are not eligible to participate.

3.01

COMPENSATION

For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:

(a)X

Compensation is defined as:

For Plan Years before 2018, all Base Salary, Commission, Bonuses and Sales Incentive Payments the Participant earns for services rendered to an  Employer with respect to a Plan Year.

“Base Salary” means the Participant’s regular base salary for the Plan Year determined before: (1) any reduction pursuant to Code sections 125, 132(f)(4), or 401(k); (2) any reduction to reflect a deferral election in accordance with this Plan; (3) after-tax withholdings for insurance premium payments, including accident, death and disability, and life insurance premiums; and (4) Social Security and Medicare withholding obligations imposed on an Employer and any other withholding requirements imposed by law with respect to such amounts.

“Base Salary” excludes: (i) non-cash payments, (ii) short or long-term disability benefits, (iii) vacation or floating holiday payout because of a Separation from Service, (d) military leave pay, (iv) In Lieu of Notice pay, (v) severance payments, (vi) moving expenses, (vii) car or other special allowances, (viii) other special compensation amounts, (ix) taxable reimbursements , and (x) similar amounts, whether or not taxable.

“Commissions” means any fee, sum or percentage earned by a Participant for transacting a piece of business or performing a service for an Employer.

“Bonus” means a payment of incentive remuneration other than a Sales Incentive Payment or Commission earned by a Participant and payable by an

Employer.

“Sales Incentive Payment” means a payment other than a Commission earned by a Participant and payable under a sales incentive plan maintained by an Employer.

For Plan Years after 2017, “Compensation” has the same meaning provided above, but excludes Commissions and Sales Incentive Payments.

(b)

Compensation as defined in[insert name of qualified plan] without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year.

(c)

Director Compensation is defined as:

(d)

(e)

Compensation shall, for all Plan purposes, be limited to $ .

Not Applicable

3.02

BONUSES/INCENTIVE PAYMENTS

Type

Will be treated as Performance Based on Compensation

Yes

No

Bonuses

X

Sales Incentive Payments*

X

Not Applicable

4.01

PARTICIPANT CONTRIBUTIONS

(a)

Amount of Deferrals

(i)

Compensation Other than Bonuses [do not complete if you complete (iii)]

Dollar Amount

% Amount

Increment

Type of Remuneration

Min

Max

Min

Max

(a)

Base Salary

5%

25%

1%

(b)

Commissions*

5%

100%

1%

(c)

Sales Incentive Payments*

5%

100%

1%

(ii)

Bonuses [do not complete if you complete (iii)]

Dollar Amount

% Amount

Increment

Type of Bonus

Min

Max

Min

Max

(a)

Bonuses

5%

100%

1%

(b)

(c)

(iii)

Bonuses [do not complete if you complete (i) and (ii)]

Dollar Amount

% Amount

Increment

Min

Max

Min

Max

(iv)

Director of Compensation

Dollar Amount

% Amount

Increment

Type of Compensation

Min

Max

Min

Max

Annual Retainer

Meeting Fees

Other:

Other:

(b)

Election Period

(i)

Performance Based Compensation

A special election period

Does

X   Does Not

apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

The special election period, if applicable, will be determined by the Employer.

(ii)

Newly Eligible Participants

An employee who is classified or designated as an Eligible Employee during a Plan Year

X     May

May Not

elect to defer Compensation (excluding Bonuses, Sales Incentive Payments, and Commissions) earned during the remainder of the Plan Year by completing a deferral agreement within the 30 day period beginning on the date he is eligible to participate in the Plan.

(c)

Revocation of Deferral Agreement

A Participant’s deferral agreement

X

Will

Will Not

be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained by the Employer. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

(d)

No Participant Contributions

Participant contributions are not permitted under the Plan.

5.01

EMPLOYEE CONTRIBUTIONS

(a)

Matching Contributions

(i)

Amount

(A)

[insert percentage] of the Compensation the Participant has elected to defer for the Plan Year

(B)

An amount determined by the Employer in its sole discretion

(C)

Matching Contributions for each Participant shall be limited to

(D)

X Other: 25% of the deferred Compensation not  to  exceed  $6,250 for any one Plan Year

(E)

Not Applicable [Proceed to Section 5.01(b)]

(ii)

Eligibility for Matching Contribution

(A)

Describe requirements:

(B)

Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions

(C)

X No Requirements

(iii)

Time of Allocation

(A)

As of the last day of the Plan Year

(B)

At such times as the Employer shall determine in its sole discretion.

(C)

    X   At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant

(D)

Other:

(b)

Other Contributions

(i)

Amount

(A)

An amount equal to [insert number] % of the Participant’s Compensation

(B)

   X   An amount determined by the Employer in its sole discretion

(C)

Contributions for each Participant shall be limited to $

(D)

Other:

(E)

Not Applicable [Proceed to Section 6.01]

(ii)

Eligibility for Other Contributions

(A)

Describe requirements:

(B)

    X   Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions.

(C)

No requirements

(iii)

Time of Allocation

(A)

As of the last day of the Plan Year

(B)

      X   At such time or times as the Employer shall determine in its sole discretion

(C)

Other:

(c)

No Employer Contributions

6.01

DISTRIBUTIONS

(a)

Timing of Distributions

(i)

All distributions shall commence in accordance with the following [choose one]:

(A)        X  

As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).

(B)

Monthly on specified day [insert day]

(C)

Annually on specified month and day [insert month and day]

(D)

Calendar quarter on specified month and day [month of quarter (insert 1,2 or 3); day (insert day)]

(ii)

The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:

(A)         X

Event Delay – Distribution events other than those based on Specified Date, Specified Age, death or Change in Control will be treated as not having occurred for six (6) months [insert number of months].

(B)

Hold Until Next Year – Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases.

(C)

Immediate Processing – The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:

(D)

Not applicable.

(b)

Distribution Events

Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment to the extent the form or payment event are provided by the Plan Sponsor as options in the deferral agreement for the Plan Year. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).

Lump Sum

Installments

X

Specified Date

0 – 15 years

Specified Age

X

Separation from Service

0 – 15 years

Separation from Service plus 6 months

Separation from Serviceplus    months [not   to exceed months

Retirement

Retirement plus 6 months

Retirement plus    months [not to exceed   months]

Later of Separation from Service or Specified Age

Later of Separation from Service or Specified Date

Disability

X

Death

X

Change in Control

X

Monthly

Quarterly

Annually

(c)

Specified Date and Specified Age elections may not extend beyond age Not Applicable [insert age or “Not Applicable” if no maximum age applies].

(d)

Payment Election Override

Payment of the remaining vested balance of the Participant’s Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include only a single form of payment]:

EVENTS

FORM OF PAYMENT

LUMP SUM

INSTALLMENT

Separation from Service

Separation from Service before Retirement

X

Death

X

Disability

Not Applicable

(e)

Involuntary Cashouts

   If the Participant’s vested Account at the time of his Separation from  

   Service does not exceed $distribution of the vested Account shall

   automatically be made in the form of a single lump sum in accordance with

   Section 9.5 of the Plan.

X  There are no involuntary cashouts.

(f)

Retirement

X     Retirement shall be defined as a Separation from Serviced that occurs on or after the Participant attains age 65

No special definition of Retirement applies.

(g)

Distribution Election Change

A Participant

X      Shall

Shall Not

be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification one number of times.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.

(h)

Frequency of Elections

The Plan Sponsor

X     Has

Has Not

Elected to permit annual elections of a time and form of payment for amounts deferred under the Plan.

7.01

VESTING

X

Years of Service

Vesting %

0

(insert ‘100’ if there is immediate vesting)

1

2

3

100%

4

5

6

7

8

9

Other:

Class year vesting applies

Not Applicable

X

Years of Service

Vesting %

0

(insert ‘100’ if there is immediate vesting)

1

2

3

100%

4

5

6

7

8

9

Other:

Class year vesting applies

Not Applicable

(c)

Acceleration of Vesting

A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events: [select the ones that are applicable]:

(i)X

Death

(ii)X

Disability

(iii)X

Change in Control

(iv)X

Eligibility for Retirement

(v)X

Other: Plan Termination

(vi)

Not applicable.

(d)

Years of Service

(i)

A Participant’s Years of Service shall include all service performed for the Employer and

X         Shall

Shall Not

include service performed for the Related Employer.

(ii)

Years of Service shall also include service performed for the following entities:

(iii)

Years of Service shall be determined in accordance with (select one)

(A)

The elapsed time method in Treas. Reg. Sec. 1.410(a)-7

(B)

The general method in DOL Reg. Sec. 2530.200b-1 through b- 4

(C)

The Participant’s Years of Service credited under [insert name of plan]

(D)

       X     Other: Continuous based on elapsed time method in Treas. Reg. Sec. 1.410(a)-7

(iv)

Not applicable.

(a)

A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:

X       Will

Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]

be allowed.

(b)

Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:

X       Will

Will Not

be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.

Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:

(a)

X       The Participant or his Beneficiary

(b)

The Employer

The Employer [select one]:

Does

X          Does Not

intend to establish a grantor trust in connection with the Plan.

11.01

TERMINATION UPON CHANGE IN CONTROL

The Plan Sponsor

X           Reserves

Does Not Reserve

the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.

11.02

AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL

Distribution of the remaining vested balance of each Participant’s Account

Shall

X           Shall Not

automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7.

11.03

CHANGE IN CONTROL

A Change in Control for Plan purposes includes the following [select each definition that applies]:

(a)

X       A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.

(b)

X       A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.

(c)

X       A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.

(d)

Not Applicable.

PLAN SPONSOR:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

By:

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Title:

SVP, General Counsel & Secretary